JBS S.A. and JBS USA, LLC Announce Expiration of, and Receipt of Requisite Consents in, Consent Solicitations for Each of the 11.625% Senior Notes Due 2014, 10.50% Senior Notes Due 2016 and 10.25% Senior Notes Due 2016

SAO PAULO and GREELEY, Colo., May 3, 2012 /PRNewswire/ -- JBS S.A. ("JBS") and JBS USA, LLC ("JBS USA") announced today that they received the requisite consents to implement the proposed amendments described below (with respect to each series of Notes (as defined below), the "Proposed Amendments") to the indentures governing each series of Notes, in connection with the previously announced solicitations of consents from the holders of the 11.625% Senior Notes due 2014 (the "11.625% Notes") issued by JBS USA and JBS USA Finance, Inc., the 10.50% Senior Notes due 2016 (the "10.50% Notes") issued by JBS and JBS Finance Ltd. (together with JBS, JBS USA and JBS USA Finance, Inc., the "Issuers"), and the 10.25% Senior Notes due 2016 (the "10.25% Notes" and, together with the 11.625% Notes and the 10.50% Notes, the "Notes") issued by JBS (as the surviving entity following its merger with Bertin S.A.) (with respect to each series of Notes, a "Consent Solicitation"). Each Consent Solicitation expired at 5:00 p.m. (New York City time) on May 3, 2012 (the "Expiration Time").

Each of the Proposed Amendments amend the restricted payments covenant to permit restricted payments to be made with the equity interests and/or assets of any non-essential subsidiaries of JBS, provided that such restricted payments will not exceed 2% of JBS' total consolidated revenues.  As a result, the Proposed Amendments will permit restricted payments to be made with all of the equity interests (and rights related thereto) of Vigor Alimentos S.A. ("Vigor"), a wholly-owned subsidiary of JBS, including in connection with JBS' planned voluntary tender offer directed at all shareholders of JBS for the exchange of common shares issued by JBS for common shares issued by Vigor.  The Proposed Amendments with respect to the 10.25% Notes and the 10.50% Notes also amend the transactions with affiliates covenant so that such covenant does not limit any transaction that constitutes a restricted payment permitted pursuant to the restricted payments covenant.

As of the Expiration Time, the applicable Issuers received consents with respect to a majority of the aggregate principal amount of the applicable series of Notes (not including any Notes held by JBS or any of its affiliates).  The applicable Issuers have entered into supplemental indentures to the applicable indenture containing the related Proposed Amendments.  

The Information Agent for each Consent Solicitation was:

D.F. King & Co., Inc.
Banks and Brokers call:  +1 (212) 269-5550 (collect)
All others call toll-free:  +1 (800) 431-9645
E-mail: [email protected]

The Solicitation Agent for each Consent Solicitation was J.P. Morgan Securities LLC.

THIS PRESS RELEASE IS NEITHER AN OFFER TO SELL NOR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITY.  THIS ANNOUNCEMENT IS ALSO NOT A SOLICITATION OF CONSENTS TO ANY PROPOSED AMENDMENTS.

Important Notice Regarding Forward-Looking Statements:

This press release contains certain forward-looking statements. Statements that are not historical facts, including statements about our perspectives and expectations, are forward looking statements. The words "expect", "believe", "estimate", "intend", "plan" and similar expressions, when related to JBS and its subsidiaries, indicate forward-looking statements. These statements reflect the current view of management and are subject to various risks and uncertainties. These statements are based on various assumptions and factors, including general economic, market, industry, and operational factors. Any changes to these assumptions or factors may lead to practical results different from current expectations. Excessive reliance should not be placed on those statements. Forward-looking statements relate only to the date they were made and JBS undertakes no obligation to update forward-looking statements to reflect events or circumstances after the date they were made.

SOURCE JBS S.A.

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