JBS S.A. Announces Cash Tender Offers and Consent Solicitation

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Oct 12, 2018, 10:59 ET

SÃO PAULO, Oct. 12, 2018 /PRNewswire/ -- JBS S.A. ("JBS") announced today that its wholly-owned subsidiaries, JBS Investments GmbH ("JBS Investments") and JBS USA Food Company ("JBS USA Food"), have commenced cash tender offers (the "Tender Offers") for (i) any and all of the outstanding U.S.$1,000,000,000 aggregate principal amount of 7.750% Senior Notes due 2020 of JBS Investments (the "2020 Notes") and (ii) 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 Food, JBS USA Lux S.A. (formerly JBS USA, LLC) and JBS USA Finance, Inc. (the "2021 Notes" and together with the 2020 Notes, the "Notes"), respectively.

In conjunction with the Tender Offer for the 2020 Notes, JBS Investments is also soliciting consents (the "2020 Notes Consent Solicitation") from the holders of the 2020 Notes for the adoption of proposed amendments (the "Proposed Amendments") which would (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.

The Tender Offers and the 2020 Notes Consent Solicitation are being made pursuant to an Offer to Purchase and Consent Solicitation Statement, dated October 12, 2018, and the related Letter of Transmittal and Consent, which contain detailed information concerning the terms of the Tender Offers and the 2020 Notes Consent Solicitation (together, as may be amended or supplemented, the "Offer Documents").

Holders who tender 2020 Notes must also consent to the Proposed Amendments to the indenture governing the 2020 Notes. Holders of 2020 Notes may not deliver consents to the Proposed Amendments without validly tendering the 2020 Notes in the Tender Offer for the 2020 Notes and may not revoke their consents without withdrawing the previously tendered 2020 Notes to which they relate. The Proposed Amendments will be set forth in a supplemental indenture relating to the 2020 Notes and are described in more detail in the Offer Documents. Adoption of the Proposed Amendments requires the delivery of consents by holders of 2020 Notes of a majority of the aggregate outstanding principal amount of 2020 Notes (not including any 2020 Notes which are owned by JBS or any of its affiliates).

Certain information regarding the Notes and the terms of the Tender Offers and the 2020 Notes Consent Solicitation is summarized in the table below.

Description of Notes	CUSIP/ISIN	Outstanding Principal Amount of Notes	Tender Offer Consideration	+	Early Tender Payment(4)	=	Total Consideration(3)(4)
7.750% Senior Notes due 2020 ("2020 Notes")	46611DAA3 and A29866AA7/ US46611DAA37 and USA29866AA70	U.S.$1,000,000,000	U.S.$993.13(1)		U.S.$30.00		U.S.$1,023.13
7.250% Senior Notes due 2021 ("2021 Notes")	466112AF6, 466112AL3 and U0901CAC4/ US466112AF68, US466112AL37 and USU0901CAC48	U.S.$1,150,000,000	U.S.$983.75(2)		U.S.$30.00		U.S.$1,013.75

(1) The amount to be paid for each U.S.$1,000 principal amount of 2020 Notes validly tendered (and not withdrawn) after the Early Tender Payment Deadline but at or prior to the Expiration Time and accepted for purchase, not including 2020 Notes Accrued Interest (as defined below).
(2) The amount to be paid for each U.S.$1,000 principal amount of 2021 Notes validly tendered (and not withdrawn) after the Early Tender Payment Deadline but at or prior to the Expiration Time and accepted for purchase, not including 2021 Notes Accrued Interest (as defined below).
(3) Includes the Early Tender Payment for Notes validly tendered (and not withdrawn) at or prior to the applicable Early Tender Payment Deadline.
(4) Per U.S.$1,000 principal amount of Notes validly tendered (and not withdrawn) at or prior to the applicable Early Tender Payment Deadline and accepted for purchase.

The deadline for holders to validly tender Notes and deliver consents and be eligible to receive payment of the Total Consideration (as defined below), which includes the Early Tender Payment (as defined below), will be 5:00 p.m., New York City time, on October 25, 2018, unless extended or earlier terminated by JBS Investments or JBS USA Food, as applicable (such date and time, as the same may be modified, the "Early Tender Payment Deadline"). The Tender Offers will expire at 11:59 PM, New York City time, on November 8, 2018, unless extended or earlier terminated by JBS Investments or JBS USA Food, as applicable (such date and time, as the same may be modified, the "Expiration Time"). 2020 Notes tendered may be withdrawn and consents for the Proposed Amendments delivered may be revoked at any time prior to the execution of the supplemental indenture (the date and time of such execution and delivery, the "2020 Notes Withdrawal Deadline"), but not thereafter, unless required by applicable law. 2021 Notes tendered may be withdrawn at any time prior to the Early Tender Payment Deadline (the "2021 Notes Withdrawal Deadline" and together with the 2020 Notes Withdrawal Deadline, the "Withdrawal Deadline"), but not thereafter, unless required by applicable law.

The total consideration payable to 2020 Notes Holders for each U.S.$1,000 principal amount of 2020 Notes validly tendered 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") 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. 2020 Notes Holders who validly tender (and do not withdraw) their 2020 Notes after the Early Tender Payment Deadline but at or prior to the Expiration Time will be eligible to receive U.S.$993.13 per U.S.$1,000 principal amount of 2020 Notes (the "2020 Notes Tender Offer Consideration"), which amount will be equal to the 2020 Notes Total Consideration less the 2020 Notes Early Tender Payment. In addition, JBS Investments will pay accrued and unpaid interest on the principal amount of 2020 Notes accepted for purchase from the most recent interest payment date on the 2020 Notes to, but not including, the applicable settlement date for such 2020 Notes (the "2020 Notes Accrued Interest"). Payment in cash of an amount equal to the 2020 Notes Total Consideration, plus 2020 Notes Accrued Interest, for such accepted 2020 Notes will be made on the 2020 Notes early settlement date, which is expected to be one business day after the Early Tender Payment Deadline, which is currently expected to be October 26, 2018.

The total consideration payable to 2021 Notes Holders for each U.S.$1,000 principal amount of 2021 Notes validly tendered and purchased pursuant to the 2021 Notes Tender Offer will be U.S.$1,013.75 (the "2021 Notes Total Consideration", and together with the 2020 Notes Total Consideration, the "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") 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. 2021 Notes Holders who validly tender (and do not withdraw) their 2021 Notes after the Early Tender Payment Deadline but at or prior to the Expiration Time will be eligible to receive U.S.$983.75 per U.S.$1,000 principal amount of 2021 Notes (the "2021 Notes Tender Offer Consideration", and together with the 2020 Notes Tender Offer Consideration, the "Tender Offer Consideration"), which amount will be equal to the 2021 Notes Total Consideration less the 2021 Notes Early Tender Payment. In addition, JBS USA Food will pay accrued and unpaid interest on the principal amount of 2021 Notes accepted for purchase from the most recent interest payment date on the 2021 Notes to, but not including, the applicable settlement date for such 2021 Notes (the "2021 Notes Accrued Interest", and together with the 2020 Notes Accrued Interest, the "Accrued Interest"). Payment in cash of an amount equal to the 2021 Notes Total Consideration, plus 2021 Notes Accrued Interest, for such accepted 2021 Notes will be made on the 2021 Notes early settlement date, which is expected to be two business days after the Early Tender Payment Deadline, which is currently expected to be October 29, 2018. If 2021 Notes are validly tendered in an aggregate principal amount in excess of the Maximum Tender Amount pursuant to the 2021 Notes Tender Offer, such tendered 2021 Notes will be subject to proration (as described in the Offer Documents).

The obligations of JBS Investments and JBS USA Food to accept for purchase, and to pay for, Notes validly tendered and not validly withdrawn pursuant to the Tender Offers are 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 applicable to the 2020 Notes Tender Offer and 2020 Notes Consent Solicitation as described in the Offer Documents. In addition, subject to applicable law, JBS Investment and JBS USA Food, as applicable, reserve the right, in their sole discretion, to (i) extend, terminate or withdraw the Tender Offers or the 2020 Notes Consent Solicitation at any time or (ii) otherwise amend the Tender Offers or the 2020 Notes Consent Solicitation in any respect at any time and from time to time. JBS Investments and JBS USA Food, as applicable, further reserve the right, in their sole discretion, not to accept any tenders of Notes or deliveries of consents with respect to the 2020 Notes. JBS Investments and JBS USA Food are making the Tender Offers and the Consent Solicitation only in those jurisdictions where it is legal to do so.

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 set forth on the back cover page of Offer to Purchase and Consent Solicitation Statement with questions regarding the Tender Offers and the 2020 Notes Consent Solicitation.

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].

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.