JBS USA, LLC Announces Offering Of Senior Notes

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Dec 03, 2014, 09:46 ET

GREELEY, Colo., Dec. 3, 2014 /PRNewswire/ -- JBS USA, LLC ("JBS USA"), a wholly-owned subsidiary of JBS S.A. ("JBS"), today announced that it intends to commence, subject to market conditions, a private offering of $750.0 million aggregate principal amount of a new series of senior notes due 2025 (the "Notes"). JBS USA and JBS USA Finance, Inc. ("JBS USA Finance") will be co-issuers of the Notes. JBS will be a guarantor of the Notes.

JBS USA intends to use the net proceeds of the Notes to make an intercompany loan to JBS USA Holdings, Inc. for further transfer to JBS. JBS intends to use the proceeds from the intercompany loan, together with its cash on hand, if necessary, to pay the tender consideration of any 8.25% Notes due 2018 issued by JBS Finance II Ltd. (the "2018 JBS S.A. Notes") tendered in connection with the tender offer of such 2018 JBS SA Notes that was announced separately today.

This press release is neither an offer to purchase nor a solicitation of an offer to sell or buy the 2018 JBS S.A. Notes. Any offer to purchase the 2018 JBS S.A. Notes will be made solely on the terms and subject to the conditions set forth in a separate offer to purchase that will be directed to holders of the 2018 JBS S.A. Notes.

The Notes will not be registered under the Securities Act of 1933, as amended (the "Securities Act"), or any state securities laws and may not be offered or sold in the United States or to any U.S. persons absent registration under the Securities Act, or pursuant to an applicable exemption from the registration requirements of the Securities Act and applicable state securities laws. The Notes will be offered only to "qualified institutional buyers" under Rule 144A of the Securities Act or, outside the United States, to persons other than "U.S. persons" in compliance with Regulation S under the Securities Act.

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 and the Issuers undertake no obligation to update forward-looking statements to reflect events or circumstances after the date they were made.

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SOURCE JBS USA, LLC