JBS USA FOOD COMPANY ANNOUNCES AN INCREASE OF THE MAXIMUM TENDER AMOUNT

GREELEY, Colo., June 6, 2022 /PRNewswire/ -- JBS USA Food Company announced today that it is amending its previously announced cash tender offers (each a "Tender Offer" and collectively, the "Tender Offers") for (i) any and all of the outstanding U.S.$900,000,000 aggregate principal amount of 6.750% Senior Notes due 2028 issued by JBS USA Lux S.A., JBS USA Food Company and JBS USA Finance, Inc. (the "2028 Notes") and (ii) up to U.S.$300,000,000 aggregate principal amount of the outstanding U.S.$1,400,000,000 aggregate principal amount of 6.500% Senior Notes due 2029 issued by JBS USA Lux S.A., JBS USA Food Company and JBS USA Finance, Inc. (the "2029 Notes" and together with the 2028 Notes, the "Notes") by increasing the aggregate principal amount of 2029 Notes that it would purchase for cash to up to U.S.$600,000,000 (such amended amount, the "Maximum Tender Amount") from U.S.$300,000,000. 

Except with respect to the increase in the Maximum Tender Amount, no other terms of the Tender Offers set forth in the Offer to Purchase and Consent Solicitation Statement, dated June 6, 2022 (as amended and supplemented to date, the "Offer to Purchase") are being amended.  The Tender Offers are subject to the satisfaction of the conditions described in the Offer to Purchase, including, among others, a financing condition as described in the Offer to Purchase.

Barclays Capital Inc., BMO Capital Markets Corp., Mizuho Securities USA LLC, RBC Capital Markets, LLC and Truist Securities, Inc. are acting as dealer managers for the Tender Offers and as solicitation agents for the Consent Solicitation and can be contacted at their respective telephone numbers set forth on the back cover page of Offer to Purchase with questions regarding the Tender Offers and the Consent Solicitation.

Copies of the Offer to Purchase 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 Consent Solicitation. Requests for copies of the Offer to Purchase should be directed to D.F. King at +1 (800) 967-7574 (toll free), +1 (212) 269-5550 (collect) or [email protected].

Neither the Offer to Purchase 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 to Purchase 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 Consent Solicitation are being made solely on the terms and conditions set forth in the Offer to Purchase. 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 S.A. or any of its subsidiaries, including JBS USA Food Company. The Tender Offers and the Consent Solicitation are not being made to, nor will JBS USA Food Company accept tenders of Notes or accept deliveries of 2028 Notes Consents from, holders in any jurisdiction in which the Tender Offers and the 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 2028 Notes. No recommendation is made as to whether holders should tender their Notes or deliver their consents with respect to the 2028 Notes. Holders should carefully read the Offer to Purchase because it contains important information, including the various terms and conditions of the Tender Offers and the Consent Solicitation.

This press release contains certain forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the U.S. Securities Exchange Act of 1934, as amended.  Statements that are not historical facts, including statements about JBS S.A.'s perspectives and expectations, are forward-looking statements. The words "expect," "believe," "estimate," "intend," "plan" and similar expressions, when related to JBS S.A. and its subsidiaries and affiliates, 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. Forward-looking statements relate only to the date they were made and JBS S.A. undertakes no obligation to update forward-looking statements to reflect events or circumstances after the date they were made.

JBS USA Lux S.A. is one of the world's largest producers of beef, pork, chicken and packaged food products. In terms of daily production capacity, JBS USA Lux S.A. is among the leading beef producers and the second-largest pork and chicken producer in the United States.  In Australia, JBS USA Lux S.A. is the leading producer of beef, lamb and packaged foods. JBS USA Lux S.A. prepares, packages and delivers fresh, value-added and branded beef, pork, chicken, and lamb products to customers in more than 150 countries on six continents. JBS USA Lux S.A. is an indirect, wholly-owned subsidiary of JBS S.A., the largest protein company and the largest food company in the world in terms of net revenue.

SOURCE JBS USA Food Company