Obligation Rumlux Sàrl 5.875% ( USL79090AB95 ) en USD

Rumlux Sàrl

100 % ▼

Bresil

USL79090AB95 ( en USD )

5.875% par an ( paiement semestriel )

17/01/2025 - Obligation échue

Prospectus brochure de l'obligation Rumo Luxembourg Sàrl USL79090AB95 en USD 5.875%, échue

200 000 USD

500 000 000 USD

L79090AB9

BB- ( Spéculatif )

N/A

Rumo Luxembourg S.à r.l. est une société à responsabilité limitée luxembourgeoise dont l'activité principale est la gestion de patrimoine et l'investissement.

L'Obligation émise par Rumlux Sàrl ( Bresil ) , en USD, avec le code ISIN USL79090AB95, paye un coupon de 5.875% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 17/01/2025
L'Obligation émise par Rumlux Sàrl ( Bresil ) , en USD, avec le code ISIN USL79090AB95, a été notée BB- ( Spéculatif ) par l'agence de notation Standard & Poor's ( S&P ).

U.S.$500,000,000

Rumo Luxembourg S.à r.l.
(a private limited liability company (société à responsabilité limitée)
organized under the laws of the Grand Duchy of Luxembourg)
5.875% Notes due 2025
Unconditionally and irrevocably guaranteed by
Rumo S.A.
(Incorporated in the Federative Republic of Brazil)

Rumo Luxembourg S.à r.l., a private limited liability company (société à responsabilité limitée) organized and established under the laws of the Grand
Duchy of Luxembourg, having its registered office at 6, rue Eugène Ruppert, L-2453, Luxembourg, Grand Duchy of Luxembourg, and registered with the
Luxembourg Register of Commerce and Companies (Registre de commerce et des sociétés, Luxembourg) under number B 210069, or the Issuer, is offering
U.S.$500,000,000 aggregate principal amount of 5.875% notes due 2025, or the notes. Interest on the notes will accrue at a rate of 5.875% per year. The
notes will mature on January 18, 2025. The Issuer will pay interest on the notes in arrears on January 18 and July 18 of each year, commencing on July 18,
2018.
The Issuer may, at its option, redeem the notes, in whole or in part, at any time prior to January 18, 2022, by paying 100% of the principal amount of
the notes so redeemed plus the applicable "make-whole" amount and accrued and unpaid interest. The Issuer may, at its option, redeem the notes, in whole
or in part, on January 18, 2022 or at any time thereafter, at the redemption prices (expressed as a percentage of the principal amount of the notes) set forth in
this offering memorandum, plus accrued and unpaid interest. In addition, at any time prior to January 18, 2021, the Issuer may, on any one or more
occasions, redeem up to 35% of the notes at a redemption price of 105.875% of their principal amount, plus accrued and unpaid interest, using the proceeds
of certain equity offerings. The notes may also be redeemed, in whole but not in part, at 100% of their principal amount plus accrued and unpaid interest, at
any time upon the occurrence of specified events relating to tax law imposed by relevant jurisdictions, as set forth in this offering memorandum. See
"Description of Notes--Redemption." In addition, upon the occurrence of a Change of Control that results in a Ratings Decline (each as defined in
"Description of Notes"), the Issuer will be required to offer to purchase the notes at the price as set forth in this offering memorandum. See "Description of
Notes--Certain Covenants--Repurchase of Notes upon a Change of Control."
Rumo S.A., or the Guarantor, will unconditionally and irrevocably guarantee, on an unsecured basis, all the obligations of the Issuer pursuant to the
notes. The Guarantor's guarantee will rank equally in right of payment with its other unsecured unsubordinated indebtedness and guarantees (except those
obligations preferred by operation of law) and effectively subordinated to the liabilities of its subsidiaries and jointly controlled companies. The guarantee
will be effectively junior to the secured indebtedness of the Guarantor to the extent of such security. For a detailed description of the notes, see "Description
of Notes."
There is currently no trading market for the notes. We will apply to list the notes on the Official List of the Luxembourg Stock Exchange in its capacity
as market operator of the Euro MTF market and to trade them on the Euro MTF market of that exchange. The Euro MTF market is not a regulated market
for the purposes of the Markets in Financial Instruments Directive (Directive 2004/39/EC). See "Listing and General Information." The notes will not be
admitted to trading on the Euro MTF Market prior to or on the settlement date. This offering memorandum constitutes a prospectus for the purpose of Part
IV of the Luxembourg law dated July 10, 2005 on prospectuses for securities, as amended (the "Prospectus Law").

Investing in the notes involves risks. See "Risk Factors" beginning on page 18.

Issue Price: 99.294% plus accrued interest, if any, from January 18, 2018

The notes and the guarantee have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended, or the Securities Act. The
notes may not be offered or sold within the United States or to U.S. persons, except to qualified institutional buyers in reliance on the exemption from
registration provided by Rule 144A under the Securities Act, or Rule 144A, and to certain non-U.S. persons in offshore transactions in reliance on
Regulation S under the Securities Act, or Regulation S. You are hereby notified that sellers of the notes may be relying on the exemption from the
provisions of Section 5 of the Securities Act provided by Rule 144A. For more information about restrictions on transfer of the notes, see "Transfer
Restrictions."
The notes were delivered to purchasers in book-entry form through The Depository Trust Company, or DTC, and its participants, including Euroclear
Bank S.A./N.V., or Euroclear, and Clearstream Banking, société anonyme, or Clearstream, on January 18, 2018.

Joint Book-Running Managers

BB Securities
BofA Merrill Lynch
Bradesco BBI
Citigroup Itaú
BBA Santander

The date of this offering memorandum is March 5, 2018.

TABLE OF CONTENTS

Page

Page
Presentation of Financial and Certain Other
Business ................................................................... 94
Information ................................................................ v
Management .......................................................... 122
Forward-Looking Statements ................................ viii
Principal Shareholders ........................................... 134
Summary.................................................................... 1
Related Party Transactions .................................... 135
Summary of the Offering ........................................... 8
Description of Notes .............................................. 136
Summary Consolidated Financial and Other
Book Entry, Delivery and Form ............................ 172
Information .............................................................. 14
Depositary Procedures ........................................... 173
Risk Factors ............................................................. 19
Taxation ................................................................. 177
Use of Proceeds ....................................................... 45
Plan of Distribution ............................................... 185
The Issuer ................................................................ 46
Transfer Restrictions .............................................. 193
Exchange Rates ....................................................... 47
Legal Matters ......................................................... 195
Capitalization ........................................................... 48
Listing and General Information ........................... 196
Selected Consolidated Financial and Other
Independent Auditors ............................................ 197
Information .............................................................. 49
Enforceability of Civil Liabilities .......................... 198
Management's Discussion and Analysis of Financial
Index to Financial Statements ................................ F-1
Condition and Results of Operations ....................... 54

Industry .................................................................... 86

Unless otherwise indicated or the context otherwise requires, all references in this offering memorandum to (1)
"Rumo," the "Company," "we," "our," "ours," "us" or similar terms refer to Rumo S.A. (the successor entity of
Rumo Logística (as defined below)) together with its consolidated subsidiaries; (2) the "Guarantor" refers to Rumo
S.A. on an individual and non-consolidated basis; (3) "Rumo Logística" refers to Rumo Logística Operadora
Multimodal S.A.; (4) "ALL" refers to ALL América Latina Logística S.A.; (5) "Malha Norte" refers to Rumo
Malha Norte S.A.; (6) "Malha Oeste" refers to Rumo Malha Oeste S.A.; (7) "Malha Paulista" refers to Rumo Malha
Paulista S.A.; (8) "Malha Sul" refers to Rumo Malha Sul S.A.; (9) "ALL Intermodal" refers to ALL America
Latina Logística Intermodal S.A.; (10) "ALL Brasil" refers to ALL America Latina Logística do Brasil S.A.; (11)
"Brado Holding" refers to Brado Holding S.A.; (12) "Brado Logística" refers to Brado Logística e Participações
S.A.; (13) "Cosan Limited" refers to Cosan Logística's parent company, Cosan Limited, a holding company
organized under the laws of Bermuda, together with its subsidiaries; (14) "Cosan Logística" refers to Cosan
Logística S.A., together with its subsidiaries and jointly controlled entities; and (15) "Cosan S.A." refers to Cosan
S.A. Indústria e Comércio.
In addition, the term "Brazil" refers to the Federative Republic of Brazil and the phrase "Brazilian government"
refers to the federal government of Brazil. The term "Central Bank" refers to the Central Bank of Brazil (Banco
Central do Brasil). All references to "real," "reais" or "R$" are to the Brazilian real, the official currency of Brazil
and all references to "U.S. dollar," "U.S. dollars" or "U.S.$" are to U.S. dollars, the official currency of the United
States of America. Unless otherwise stated, all numbers included in this offering memorandum are expressed in
reais. This offering memorandum contains translations of various real amounts into U.S. dollars at specified rates
solely for your convenience. You should not construe these translations as representations by us that the real
amounts actually represent these U.S. dollar amounts or could be converted into U.S. dollars at the rates indicated.
Unless otherwise indicated, we have converted the real amounts using a rate of R$3.168 per U.S.$1.00, the U.S.
dollar selling rate as of September 30, 2017 as reported by the Central Bank. For more information, see "Exchange
Rates."
In this offering memorandum, references to the initial purchasers are to Banco Bradesco BBI S.A., BB
Securities Limited, Citigroup Global Markets Inc., Itau BBA USA Securities, Inc., Merrill Lynch Pierce Fenner &
Smith Incorporated and Santander Investment Securities Inc.
We and the Issuer, having made all reasonable inquiries, confirm that the information contained in this offering
memorandum with regard to them and us is true and accurate in all material respects, that the opinions and
intentions expressed in this offering memorandum are honestly held, and that there are no other facts the omission of
which would make this offering memorandum as a whole or any of such information or the expression of any such
opinions or intentions misleading in any material respect. We and the Issuer accept responsibility accordingly.
i

You should only rely on the information contained in this offering memorandum. We and the Issuer have
not authorized anyone to provide any information other than that contained in this offering memorandum
prepared by us and the Issuer or on our and the Issuer's behalf. We and the Issuer take no responsibility for,
and can provide no assurance as to the reliability of, any other information that others may give you. You
should assume that the information in this offering memorandum is accurate only as of the date on the front
cover of this offering memorandum, regardless of time of delivery of this offering memorandum or any sale
of the notes. Our business, financial condition, results of operations and prospects may change after the date
on the front cover of this offering memorandum. None of us, the Issuer, or the initial purchasers are making
an offer to sell the notes in any jurisdiction where the offer or sale is not permitted.
________________
We and the Issuer are relying on exemptions from registration under the Securities Act for offers and sales of
securities that do not involve a public offering. The notes offered are subject to restrictions on transferability and
resale and may not be transferred or resold in the United States, except as permitted under the Securities Act and
applicable U.S. state securities laws pursuant to registration or exemption from them. By purchasing the notes, you
will be deemed to have made the acknowledgements, representations, warranties and agreements described under
the heading "Transfer Restrictions." You should understand that you may be required to bear the financial risks of
your investment in the notes for an indefinite period of time.
The Issuer will apply to admit the notes to listing on the Official List, and to trading on the Euro MTF market of
the Luxembourg Stock Exchange.
We and the Issuer have prepared this offering memorandum for use solely in connection with the proposed
offering of the notes outside of Brazil.
Neither this offering memorandum nor any other information supplied in connection with the notes should be
considered as a recommendation by us, the Issuer or any of the initial purchasers that any recipient of this offering
memorandum or any other information supplied in connection with the notes should subscribe for or purchase any
notes. Each investor contemplating subscribing for or purchasing any notes should make its own independent
investigation of the financial condition and affairs, and its own appraisal of the creditworthiness, of us and the
Issuer. This offering memorandum does not constitute an offer of, or an invitation by or on behalf of us, the Issuer,
any initial purchaser or the Trustee (as defined herein) to subscribe or purchase, any of the notes in any jurisdiction
where such offer is not permitted. The distribution of this offering memorandum and the offering of the notes in
certain jurisdictions may be restricted by law. Persons into whose possession this offering memorandum comes are
required by us, the Issuer, each of the initial purchasers and the Trustee to inform themselves about and to observe
any such restrictions. None of us, the Issuer, nor any initial purchaser represents that this offering memorandum may
be lawfully distributed, or that any notes may be lawfully offered, in compliance with any applicable registration or
other requirements in any such jurisdiction, or pursuant to an exemption available thereunder, or assumes any
responsibility for facilitating any such distribution or offering. In particular, no action has been taken by us, the
Issuer or any initial purchaser that is intended to permit a public offering of any notes or distribution of this offering
memorandum in any jurisdiction where action for that purpose is required. Accordingly, no notes may be offered or
sold, directly or indirectly, and neither this offering memorandum nor any advertisement or other offering material
may be distributed or published in any jurisdiction, except under circumstances that will result in compliance with
any applicable laws and regulations.
This offering memorandum summarizes certain documents and other information and we and the Issuer refer
you to them for a more complete understanding of what we and the Issuer discuss in this offering memorandum. In
making an investment decision, you must rely on your own examination of our company and the terms of this
offering and the notes, including the merits and risks involved.
Neither the Trustee nor the initial purchasers accepts any liability in relation to the information contained in this
offering memorandum or any other information provided by us or the Issuer in connection with the notes. In
addition, no representation, warranty or undertaking, express or implied, is made by any initial purchaser or the
Trustee as to the accuracy or completeness of the information contained or incorporated in this offering
memorandum or any other information provided by us or the Issuer in connection with the notes, and nothing
ii

contained herein is or shall be relied upon as a promise or representation by any initial purchaser or the Trustee,
whether as to the past or to the future.
We, the Issuer and the initial purchasers are not making any representation to any purchaser of the notes
regarding the legality of an investment in the notes under any investment law or similar laws or regulations. You
should not consider any information in this offering memorandum to be advice whether legal, business, accounting
or tax. You should consult your own attorney or other professional for any legal, business, accounting or tax advice
regarding an investment in the notes.
The notes have not been and will not be issued or placed, distributed, offered or traded in the Brazilian capital
markets. The issuance of the notes has not been nor will be registered with the Brazilian Securities Commission
(Comissão de Valores Mobiliários), or the CVM. Any public offering or distribution, as defined under Brazilian
laws and regulations, of the notes in Brazil is not legal without prior registration under Law No. 6,385/76, as
amended (Lei do Mercado de Capitais), or the Capital Markets Law, and Instruction No. 400, issued by the CVM on
December 29, 2003, as amended. Documents relating to the offering of the notes, as well as information contained
therein, may not be supplied to the public in Brazil (as the offering of the notes is not a public offering of securities
in Brazil), nor be used in connection with any offer for subscription or sale of the notes to the public in Brazil. The
notes will not be offered or sold in Brazil, except in circumstances which do not constitute a public offering,
placement, distribution or negotiation of securities in the Brazilian capital markets regulated by Brazilian legislation.
Persons wishing to offer or acquire the notes within Brazil should consult with their own counsel as to the
applicability of registration requirements or any exemption therefrom.
Notice to Luxembourg Investors. This offering memorandum has not been approved by and will not be
submitted for approval to the Luxembourg financial sector supervisory authority (Commission de Surveillance du
Secteur Financier) (the "CSSF") for purposes of public offering or sale in the Grand Duchy of Luxembourg
("Luxembourg"). Accordingly, the notes may not be offered or sold to the public in Luxembourg, directly or
indirectly, and neither this offering memorandum nor any other offering circular, form of application, advertisement
or other material related to such notes may be distributed, or otherwise be made available in or from, or published in,
Luxembourg except in circumstances which do not constitute an offer of securities to the public, subject to the
prospectus requirements, in accordance with the Prospectus Law.
Neither the U.S. Securities and Exchange Commission, or the SEC, nor any state securities' commission has
approved or disapproved of these securities or determined whether this offering memorandum is truthful or
complete. Any representation to the contrary is a criminal offense.
You must comply with all applicable laws and regulations in force in any jurisdiction in which you purchase,
offer or sell the notes or possess or distribute this offering memorandum and must obtain any consent, approval or
permission required for your purchase, offer or sale of the notes under the laws and regulations in force in any
jurisdiction to which you are subject or in which you make such purchases, offers or sales. None of us, the Issuer,
the initial purchasers, or its affiliates will have any responsibility therefor.
This offering memorandum has been prepared on the basis that any offer of notes in any Member State of the
European Economic Area which has implemented Directive 2003/71/EC, as amended (the "Prospectus Directive")
(each, a "Relevant Member State") will be made pursuant to an exemption under the Prospectus Directive, as
implemented in that Relevant Member State, from the requirement to publish a prospectus for offers of the notes.
Accordingly any person making or intending to make an offer of the notes in that Relevant Member State may only
do so in circumstances in which no obligation arises for the Issuer or any Initial Purchaser to publish a prospectus
pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16 of the Prospectus
Directive, in each case, in relation to such offer. Neither the Issuer nor any Initial Purchaser has authorized, nor do
they authorize, the making of any offer of notes in any other circumstances.
Additional Information
While any notes remain outstanding, we and the Issuer will make available, upon request, to any holder and any
prospective purchaser of notes the information required pursuant to Rule 144A(d)(4)(i) under the Securities Act,
during any period in which the Company (1) is not subject to, and in compliance with, Section 13 or 15(d) of the
Securities Exchange Act of 1934, as amended, or the Exchange Act, or (2) becomes exempt from such reporting
iii

requirements pursuant to, and comply with, Rule 12g3-2(b) of the Exchange Act (as amended from time to time and
including any successor provision).
Application will be made to list the notes on the Official List, and to trading on the Euro MTF market of the
Luxembourg Stock Exchange. See "Listing and General Information." The Luxembourg Stock Exchange takes no
responsibility for the contents of this offering memorandum, makes no representations as to its accuracy or
completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance
upon the whole or any part of the contents of this offering memorandum. The Issuer will comply with (i) any
undertakings that it gives from time to time to the Luxembourg Stock Exchange in connection with the notes, and
we will furnish to the Luxembourg Stock Exchange all such information required in connection with the listing of
the notes and (ii) any obligations deriving from the application of Regulation (EC) 596/2014 on market abuse
applicable to it.
iv

PRESENTATION OF FINANCIAL AND CERTAIN OTHER INFORMATION
All references in this offering memorandum to "real," "reais" or the symbol "R$" are to the legal currency of
Brazil, the Brazilian real. All references to "dollar," "U.S. dollars" or the symbol "U.S.$" are to the legal currency
of the United States, the U.S. dollar.
Solely for your convenience, we have translated certain amounts included in "Summary," "Summary
Consolidated Financial and Other Information," "Capitalization," "Selected Consolidated Financial and Other
Information" and elsewhere in this offering memorandum from reais into U.S. dollars using the U.S. dollar selling
rate reported by the Central Bank as of September 30, 2017, R$3.168 per U.S.$1.00. These translations should not
be considered representations that any such amounts have been, could have been or could be converted into U.S.
dollars at that or at any other exchange rate as of that or any other date. For more information, see "Exchange
Rates."
Financial Statements
Corporate Events
On April 1, 2015, Rumo Logística consummated the acquisition of ALL, or the ALL Acquisition. Accordingly,
ALL's results of operations for the remainder of the nine-month period ended December 31, 2015 are fully
consolidated into Rumo Logística's results of operations for the corresponding period. As a result of the ALL
Acquisition, the comparability of Rumo Logística's financial information as of and for the fiscal year ended
December 31, 2014 with Rumo Logística's financial information as of and for the fiscal year ended December 31,
2015 as well as the comparability of Rumo Logística's financial information as of and for the fiscal year ended
December 31, 2015 with the Rumo group's financial information for subsequent years is limited.
On October 8, 2016, ALL América Latina Logística S.A. changed its corporate name to Rumo S.A.
Subsequently, on December 31, 2016, Rumo Logística was merged into its wholly-owned subsidiary Rumo S.A., as
a result of which Rumo S.A. is the successor entity to Rumo Logística. As a result of this corporate reorganization,
Rumo's historical financial statements for any period prior to December 31, 2016 only reflect the results of
operations of Rumo's rail business (and excludes any results of operation derived from the port business, as such
business was conducted by Rumo Logística separately from Rumo (its then subsidiary)) until the consummation of
the merger of Rumo Logística into Rumo.
Financial Statements
We have included in this offering memorandum (all of which are presented in accordance with International
Financial Reporting Standards, or IFRS, as issued by the International Accounting Standards Board, or IASB):
·
Rumo group consolidated interim unaudited financial statements as of and for the nine months ended
September 30, 2017 and 2016;
·
Rumo group consolidated audited financial statements as of and for the fiscal year ended December 31,
2016; and
·
Rumo Logística's audited individual and consolidated financial statements as of and for the fiscal year
ended December 31, 2015 (with the corresponding figures for the fiscal year ended December 31, 2014).
The Rumo group consolidated interim unaudited financial statements present the consolidated results of
operations and cash flows of Rumo and Rumo Logística as of and for the nine months ended September 30, 2017
and 2016 on a consolidated basis, and the Rumo group consolidated audited financial statements present the results
of operations and cash flows of Rumo and Rumo Logística as of and for the fiscal year ended December 31, 2016 on
a consolidated basis. These consolidated financial statements of the Rumo group were prepared in order to provide
comparable financial information regarding the Rumo group throughout the presented periods notwithstanding the
corporate reorganization referred to above was undertaken on December 31, 2016.
v

Specifically, the merger of Rumo Logística into the Company impacted the comparability between the interim
financial information as of and for the nine months ended September 30, 2016 and the interim financial information
as of and for the nine months ended September 30, 2017. As a result of this corporate reorganization, the Company's
historical financial statements as of and for the fiscal year ended December 31, 2016 do not reflect the results of
operations of Rumo Logística (its then parent company). For comparability purposes, the Company's consolidated
interim unaudited financial statements as of and for the nine months ended September 30, 2017 and 2016 present the
consolidated results of operations of Rumo Logística (including any results of operations derived from the highway
business, the rail business, the transshipment terminals and the port business) on a consolidated basis with the
Company's rail business (including any results of operations derived from the rail business), as if such corporate
reorganization had been consummated on January 1, 2016.
With respect to the Company's consolidated financial information discussed above, as of December 31, 2016,
the Company's balance sheet reflected the assets and liabilities of both Rumo Logística and the Company, in light of
the consummation of the merger of Rumo Logística into the Company on December 31, 2016. Accordingly, such
financial information of Rumo Logística and the Company were presented on a consolidated basis so as to allow for
comparability between the statements of income and cash flows for the periods.
The consolidated financial information included in this offering memorandum covers the following entities:
Rumo S.A. and its subsidiaries and Rumo Logística Operadora Multimodal S.A. and its subsidiaries. As the
incorporation of Rumo Logística by the Company occurred on December 31, 2016, the Company's results on
September 30, 2016 did not include the operations of Rumo Logística, which were contributed directly into the
Company on the date of the incorporation. Consequently, in order to prepare the income statement, cash flow
statement, value added statement and operating results for the comparative period ended September 30, 2016, it was
necessary to combine the results of the Company with those of Rumo Logística while also eliminating any
transactions between the two. In practice, the result of this combination is the same financial information as was
previously presented by Rumo Logística (when it was the parent company).
With respect to the balance sheet, the assets and liabilities were not combined given that as of September 30,
2017 and December 31, 2016, following the incorporation, the balance sheet already included the assets and
liabilities of both companies.
See also "Independent Auditors" and "Index to Financial Statements."
Rounding
We have made rounding adjustments to reach some of the figures included in this offering memorandum. As a
result, numerical figures shown as totals in some tables may not be an arithmetic aggregation of the figures that
preceded them.
Market Data
We obtained market and competitive position data, including market forecasts, used throughout this offering
memorandum from market research, publicly available information and industry publications, as well as internal
surveys. We include data from reports prepared by the Central Bank, the Brazilian Ministry of Industry, Foreign
Trade and Services (Ministério da Indústria, Comércio Exterior e Serviços), or MDIC, the Food and Agriculture
Organization of the United Nations, or FAO, the Brazilian Ministry of Agriculture, Livestock and Supply
(Ministério da Agricultura, Pecuária e Abastecimento), or MAPA, the Brazilian Agricultural Research Corporation
(Empresa Brasileira de Pesquisa Agropecuária), or Embrapa, the Brazilian Secretariat for Foreign Commerce
(Secretaria de Comércio Exterior), or Secex, the National Supply Company (Companhia Nacional de
Abastecimento), or Conab, which is a state owned company responsible for the management and control of the
register of establishments that store agricultural products, the United States Department of Agriculture, or USDA,
the Brazilian Institute of Geography and Statistics (Instituto Brasileiro de Geografia e Estatística), or IBGE, the São
Paulo Stock Exchange (B3 S.A. Brasil, Bolsa, Balcão (formerly BM&FBOVESPA S.A. Bolsa de Valores,
Mercadorias e Futuros)), or B3, the Brazilian National Economic and Social Development Bank (Banco Nacional
de Desenvolvimento Econômico e Social), or BNDES, and the Fundação Getúlio Vargas, or FGV. We believe that
all market data in this offering memorandum is reliable, accurate and complete.
vi

Special Note Regarding Non-GAAP Financial Measures
In this offering memorandum we present EBITDA, EBITDA Margin, Net Debt and Net Adjusted Working
Capital, which are non-GAAP financial measures. EBITDA measures our operating profitability and is calculated as
profit (loss) plus current and deferred income tax and social contribution, financial results (net) and depreciation and
amortization. We define EBITDA Margin as EBITDA divided by net revenue, expressed as a percentage. We also
present Net Debt, which we calculate as our long-term debt, finance leases, real estate credit certificates
(Certificados de Recebíveis Imobiliários), net of derivative financial instruments (current and non-current), less cash
and cash equivalents and marketable securities, and restricted cash from borrowings and financings. In addition, we
present Net Adjusted Working Capital, which we define as the sum as accounts receivable, derivative financial
instruments, inventories, related parties, current income taxes, other recoverable taxes and other assets net of
derivative financial instruments, accounts payable-suppliers, salaries payable, current income tax, other taxes
payable, dividends payable, leases and concessions, related parties, deferred income, other financial liabilities and
other current liabilities. See "Management's Discussion and Analysis of Financial Condition and Results of
Operations." The non-GAAP financial measures described in this offering memorandum are not a substitute for the
GAAP measures of earnings, for which our management has responsibility.
Our management believes that EBITDA, EBITDA Margin, Net Debt and Net Adjusted Working Capital
provide useful information to potential investors, financial analysts and the public in their review of our operating
performance and their comparison of our operating performance to the operating performance of other companies in
the same industry and other industries. However, EBITDA, EBITDA Margin, Net Debt and Net Adjusted Working
Capital are not measures under IFRS and should not be considered as a substitute for net income or loss, cash flow
from operations or other measures of operating performance or liquidity determined in accordance with IFRS.
EBITDA, EBITDA Margin, Net Debt and Net Adjusted Working Capital are not intended to represent funds
available for dividends or other discretionary uses by us because those funds are required for debt service, capital
expenditures, working capital and other commitments and contingencies.
Adjusted EBITDA and Adjusted Net Debt
The manner in which we calculate EBITDA and Net Debt, as set forth above, for the purposes of presenting
such information in this offering memorandum differs from the manner in which Adjusted EBITDA and Adjusted
Net Debt are defined under "Description of the Notes--Certain Definitions--Adjusted EBITDA" and "Description
of the Notes--Certain Definitions--Adjusted Net Debt."
The concepts of Adjusted EBITDA and Adjusted Net Debt serve solely as the basis for the calculation of certain
covenants and certain other matters in connection with the notes as set forth in "Description of the Notes," and, in
summary, are defined as follows:
·
Adjusted EBITDA, as defined by us, means, for any period, our net revenue for sales and services, minus
our cost of goods sold and services rendered, minus our administrative and selling expenses, minus other
operating expenses, plus other operating income, plus any depreciation or amortization included in any of
the foregoing. Results from the sale or retirement of assets, provisions/reversals of contingencies,
impairment charges, fair value gains or adjustments and extraordinary restructuring expenses are excluded
from the calculation of Adjusted EBITDA; and
·
Adjusted Net Debt, as defined by us, means, as of any date of determination, the aggregate amount of Debt
(as defined in "Description of the Notes--Certain Definitions--Debt") of the Issuer and its Restricted
Subsidiaries (as defined in "Description of the Notes--Certain Definitions--Restricted Subsidiary"), minus
the sum of consolidated cash and cash equivalents and marketable securities (excluding restricted cash, but
including restricted cash pledged for or otherwise linked to the repayment of Debt) recorded as current
assets.
Adjusted EBITDA and Adjusted Net Debt are non-GAAP measures.
vii

FORWARD-LOOKING STATEMENTS
This offering memorandum contains estimates and forward-looking statements, principally under "Risk
Factors," "Business" and "Management's Discussion and Analysis of Financial Condition and Results of
Operations." Some of the matters discussed herein concerning our business and financial performance include
estimates and forward-looking statements and, therefore, neither indicate nor guarantee future results.
Our estimates and forward-looking statements are mainly based on our current expectations and estimates on
projections of future events and operating and financial trends, which affect or may affect our industry, market
share, reputation, businesses, financial condition, results of operations, margins, and/or cash flow. Although we
believe that these estimates and forward-looking statements are based upon reasonable assumptions, they are subject
to several risks and uncertainties, are made in light of information currently available to us and should not be
considered a guarantee of the results of operations we may achieve.
Many significant factors in addition to those stated in this offering memorandum may adversely affect our
current estimates and forward-looking statements, and whether these estimates or statements may be realized. Our
estimates and forward-looking statements may be influenced by the following factors, among others:
·
our capitalization and indebtedness level and our ability to arrange financing or refinancing and to
implement our capital expansion plan;
·
our ability to successfully implement structural changes aimed at generating and maximizing profits and
reducing our indebtedness;
·
economic, political, social and business conditions in Brazil, particularly in the regions of the country in
which we are active, notably with respect to inflation, exchange rate fluctuation of the real, interest rates
fluctuation and the impact of global macroeconomic conditions on Brazil;
·
our ability to successfully compete in all segments and geographical markets where we currently conduct
business or may conduct businesses in the future;
·
our ability to sustain and improve our performance;
·
the impact of legislation and new regulations on our business;
·
government intervention resulting in changes in the economy, taxes and tariffs affecting the markets in
which we operate;
·
recruitment, remuneration and retention of our "key employees";
·
events and risk perception in relation to corruption allegations involving several Brazilian companies,
including Petróleo Brasileiro S.A. Petrobras (Brazil's state-owned oil company, one of the country's
largest companies), or Petrobras, and JBS S.A. and the impacts of such investigations on the Brazilian
economy and political outlook as a whole and, particularly, on our principal shareholder;
·
the impact of the persistent economic hardship in Brazil and the possible fiscal adjustment process which
may adversely affect the growth of demand in the Brazilian economy as a whole;
·
our ability to obtain labor and supply services at reasonable prices without interruption;
·
unavailability of adequate financing to face our needs or inability to make the volume of investment as set
out in our business plan within the expected time frame;
·
our ability to identify, develop, plan and implement new projects;
viii

·
delays, excess or cost increases not foreseen in the implementation of our projects and other issues related
to construction and development;
·
factors or trends that may affect our business, market share, financial condition, liquidity and results of our
operations; and
·
other risk factors discussed under "Risk Factors."
Words such as "believe," "should," "may," "might," "could," "seek," "aim," "likely," "will," "estimate,"
"continue," "anticipate," "intend," "expect" and other similar words used in this offering memorandum are intended
to identify estimates and forward-looking statements. Estimates and forward-looking statements speak only as of the
date they were made, and we undertake no obligation to update or to review any estimate and/or forward-looking
statement because of new information, future events or other factors. Estimates and forward-looking statements
involve risks and uncertainties and are not guarantees of future performance. Our future results may differ materially
from those expressed in these estimates and forward-looking statements. In light of the risks and uncertainties
described above, the estimates and forward-looking statements discussed in this offering memorandum might not
occur, and our future results and our performance may differ materially from those expressed in these forward-
looking statements due to, but not limited to, the factors mentioned above. Because of these uncertainties, you
should not make any investment decision based on these estimates and forward-looking statements.

ix