JBS S.A. Announces Termination of Tender Offers and Related Consent Solicitations for 10.50% Senior Notes Due 2016 and 10.25% Senior Notes Due 2016

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Jun 05, 2014, 03:21 ET

SAO PAULO, June 5, 2014 /PRNewswire/ -- On June 4, 2014, JBS S.A. ("JBS") announced that it has terminated its previously announced cash tender offers (the "Tender Offers") and related solicitations of consents (the "Consent Solicitations") for (i) any and all of the outstanding US$300,000,000 aggregate principal amount of 10.50% Senior Notes due 2016 of JBS and JBS Finance Ltd. (the "2016 Notes") and (ii) any and all of its outstanding US$350,000,000 aggregate principal amount of 10.25% Senior Notes due 2016 (together with the 2016 Notes, the "Notes").

Each Tender Offer and Consent Solicitation was subject to the conditions set forth in the Offer to Purchase and Consent Solicitation Statement, dated May 28, 2014, and the related Letter of Transmittal and Consent, which contain detailed information concerning the terms of the tender offers and the consent solicitations (together, the "Offer Documents"). These conditions included, among others, the consummation of a new offering of senior unsecured notes by JBS USA, LLC and JBS USA Finance, Inc., each a subsidiary of JBS (the "New Offering").

As a result of the termination, none of the Notes that have been tendered in the Tender Offer will be accepted for purchase and no consideration will be paid or become payable to holders of Notes who have tendered their Notes in the Tender Offer. All Notes previously tendered and not withdrawn will be promptly returned or credited back to their respective holders. All consents previously delivered and not revoked will be of no effect, and the indentures governing the Notes will remain in their present form, unamended.

The Tender Offers and Consent Solicitations are being terminated because the New Offering has been postponed. JBS reserves the right to initiate a new tender offer and consent solicitation for the Notes at a later date, but it is under no obligation to do so.

This press release confirms formal termination of the Tender Offers and Consent Solicitations

Holders of Notes with questions regarding the termination of the Tender Offers and Consent Solicitations may direct such questions to D.F. King at (800) 758-5378 (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.

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 its affiliates. This press release is not a solicitation of consents to the proposed amendments to the indentures relating to the Notes.

About JBS

JBS is the world's largest protein company and processes, prepares, packages and delivers fresh, further processed and value-added beef, pork, lamb and poultry products in approximately 170 countries on six continents.

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.