JBS S.A. And JBS USA Lux S.A. Announce Early Tender Results Relating To JBS Investments GmbH's 7.750% Senior Notes Due 2020 And JBS USA Lux S.A.'s 7.250% Senior Notes Due 2021 And Receipt Of Requisite Consents Relating To JBS Investments GmbH's 7.750% Senior Notes Due 2020

SÃO PAULO and GREELEY, Colo., Oct. 26, 2018 /PRNewswire/ -- JBS S.A. ("JBS") and JBS USA Lux S.A. ("JBS USA") announced today the early tender results in connection with (i) JBS Investments GmbH's ("JBS Investments") previously announced offer to purchase for cash (the "2020 Notes Tender Offer") and consent solicitation (the "2020 Notes Consent Solicitation") with respect to any and all of its outstanding U.S.$1,000,000,000 aggregate principal amount of 7.750% Senior Notes due 2020 (the "2020 Notes") and (ii) JBS USA Food Company's ("JBS USA Food") previously announced offer to purchase for cash (the "2021 Notes Tender Offer"; and together with the 2020 Notes Tender Offer, the "Tender Offers") for up to U.S.$500,000,000 (the "Maximum Tender Amount") of the outstanding U.S.$1,150,000,000 aggregate principal amount of 7.250% Senior Notes due 2021 of JBS USA, JBS USA Food and JBS USA Finance, Inc. (the "2021 Notes"; and together with the 2020 Notes, the "Notes"), respectively.

The terms and conditions of the Tender Offers and the 2020 Notes Consent Solicitation are described in the Offer to Purchase and Consent Solicitation Statement, dated October 12, 2018, and the related Letter of Transmittal and Consent (together, the "Offer Documents") previously distributed to holders of the Notes.

JBS has been advised that as of 5:00 p.m., New York City time, on October 25, 2018 (such date and time, the "Early Tender Payment Deadline"), U.S.$675,519,000 in aggregate principal amount of the 2020 Notes, representing 67.55% of the outstanding 2020 Notes, had been validly tendered (and not validly withdrawn) pursuant to the 2020 Notes Tender Offer and consents delivered pursuant to the 2020 Notes Consent Solicitation. JBS Investments intends to purchase all 2020 Notes validly tendered (and not validly withdrawn) at or prior to the Early Tender Payment Deadline, with such settlement date expected to be on October 26, 2018 (the "2020 Notes Early Settlement Date").

JBS USA has been advised that as of the Early Tender Payment Deadline, U.S.$487,943,000 in aggregate principal amount of the 2021 Notes, representing 42.43% of the outstanding 2021 Notes, had been validly tendered (and not validly withdrawn) pursuant to the 2021 Notes Tender Offer.  Since the aggregate principal amount of the 2021 Notes validly tendered (and not validly withdrawn) in the 2021 Notes Tender Offer at or prior to the Early Tender Payment Deadline did not exceed the Maximum Tender Amount, JBS USA Food intends to purchase all 2021 Notes validly tendered (and not validly withdrawn) at or prior to the Early Tender Payment Deadline, with such settlement date expected to be on October 29, 2018 (the "2021 Notes Early Settlement Date"). 

The total consideration payable to 2020 Notes Holders for each U.S.$1,000 principal amount of 2020 Notes validly tendered at or prior to the Early Tender Payment Deadline and purchased pursuant to the 2020 Notes Tender Offer will be U.S.$1,023.13 (the "2020 Notes Total Consideration"). The 2020 Notes Total Consideration includes an early tender payment of U.S.$30.00 per U.S.$1,000 principal amount of 2020 Notes (the "2020 Notes Early Tender Payment"), plus accrued and unpaid interest up to, but not including,the 2020 Notes Early Settlement Date, payable only to 2020 Notes Holders who validly tender (and do not withdraw) their 2020 Notes and validly deliver (and do not revoke) the related 2020 Notes consents at or prior to the Early Tender Payment Deadline.  JBS Investments intends to execute a supplemental indenture (the "2020 Notes Supplemental Indenture") to the indenture governing the 2020 Notes (the "2020 Notes Indenture"), which will (i) eliminate substantially all of the restrictive covenants and certain events of default and related provisions contained in the applicable indenture governing the 2020 Notes and (ii) reduce the minimum required notice period for the redemption of 2020 Notes from 30 days to three days prior to the date fixed for redemption. Adoption of the proposed amendments (the "Proposed Amendments") to the 2020 Notes Indenture requires consents of holders of a majority in aggregate principal amount of the 2020 Notes outstanding (excluding any 2020 Notes owned by JBS or any of its affiliates).  JBS Investments has obtained the requisite consents for the Proposed Amendments to the 2020 Notes Indenture.  Any 2020 Notes not tendered and purchased pursuant to the 2020 Notes Tender Offer will remain outstanding and will be governed by the terms of the 2020 Notes Indenture,as amended by the 2020 Notes Supplemental Indenture.

The total consideration payable to 2021 Notes Holders for each U.S.$1,000 principal amount of 2021 Notes validly tendered at or prior to the Early Tender Payment Deadline and purchased pursuant to the 2021 Notes Tender Offer will be U.S.$1,013.75 (the "2021 Notes Total Consideration"). The 2021 Notes Total Consideration includes an early tender payment of U.S.$30.00 per U.S.$1,000 principal amount of 2021 Notes (the "2021 Notes Early Tender Payment"; and together with the 2020 Notes Early Tender Payment, the "Early Tender Payment"), plus accrued and unpaid interest up to, but not including,the 2021 Notes Early Settlement Date, payable only to 2021 Notes Holders who validly tender (and do not withdraw) their 2021 Notes at or prior to the Early Tender Payment Deadline.  

Holders who have not yet tendered their Notes have until 11:59 P.M., New York City time, on November 8, 2018, unless extended by JBS Investments or JBS USA Food, as applicable (such time and date, as it may be extended, the "Expiration Time") to tender their Notes pursuant to the applicable Tender Offer.  Holders of Notes who validly tender their Notes after the Early Tender Payment Deadline but at or prior to the Expiration Time will not be entitled to receive the Early Tender Payment and will therefore be entitled to receive only the applicable Tender Offer Consideration, as described in the Offer Documents, plus accrued and unpaid interest up to, but not including, the Final Settlement Date.  In addition, holders of 2021 Notes who validly tender 2021 Notes after the Early Tender Payment Deadline but at or prior to the Expiration Time may be subject to proration, as described in the Offer Documents.

Copies of the Offer Documents are available to holders of Notes from D.F. King & Co., Inc., the information agent and the tender agent for the Tender Offers and the 2020 Notes Consent Solicitation.  Requests for copies of the Offer Documents should be directed to D.F. King at (877) 283-0323 (toll free), (212) 269-5550 (collect) or [email protected].

Barclays Capital Inc., Banco Bradesco BBI S.A., Banco BTG Pactual S.A.—Cayman Branch, BB Securities Limited and Santander Investment Securities Inc. are acting as dealer managers for the Tender Offers and the solicitation agents for the 2020 Notes Consent Solicitation and can be contacted at their telephone numbers with questions regarding the Tender Offers and the 2020 Notes Consent Solicitation, as per their contact information below:

JBS' obligation to accept for purchase, and to pay for, Notes validly tendered and not validly withdrawn pursuant to the Tender Offers is conditioned upon the satisfaction or, when applicable, waiver of certain conditions, which are more fully described in the Offer Documents, including, among others, a financing condition as described in the Offer Documents. In addition, subject to applicable law, JBS reserves the right, in its sole discretion, to not accept any tenders of or deliveries of consents for any reason. JBS is making the Tender Offers only in those jurisdictions where it is legal to do so. 

Neither the Offer Documents nor any related documents have been filed with the U.S. Securities and Exchange Commission, nor have any such documents been filed with or reviewed by any federal or state securities commission or regulatory authority of any country. No authority has passed upon the accuracy or adequacy of the Offer Documents or any related documents, and it is unlawful and may be a criminal offense to make any representation to the contrary.

The Tender Offers and the 2020 Notes Consent Solicitation are being made solely on the terms and conditions set forth in the Offer Documents. Under no circumstances shall this press release constitute an offer to buy or the solicitation of an offer to sell the Notes or any other securities of JBS or any of its subsidiaries, including JBS Investments and JBS USA Food. The Tender Offers and the 2020 Notes Consent Solicitation are not being made to, nor will JBS accept tenders of Notes or accept deliveries of 2020 Notes Consents from, holders in any jurisdiction in which the Tender Offers and the 2020 Notes Consent Solicitation or the acceptance thereof would not be in compliance with the securities of blue sky laws of such jurisdiction. This press release also is not a solicitation of consents to the Proposed Amendments to the indenture governing the 2020 Notes. No recommendation is made as to whether holders should tender their Notes or deliver their consents with respect to the 2020 Notes. Holders should carefully read the Offer Documents because they contain important information, including the various terms and conditions of the Tender Offers and the 2020 Notes Consent Solicitation.

Important Notice Regarding Forward-Looking Statements

This press release contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended and Section 21E of the United States Exchange Act of 1934. 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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