JBS USA LUX S.A. ANNOUNCES EARLY RESULTS OF ITS EXCHANGE OFFERS FOR JBS USA FOOD COMPANY'S 2.500% SENIOR NOTES DUE 2027 AND 3.625% SUSTAINABILITY-LINKED SENIOR NOTES DUE 2032 AND RECEIPT OF REQUISITE CONSENTS
GREELEY, Colo., Aug. 15, 2022 /PRNewswire/ -- JBS USA Lux S.A. (the "Company") today announced that, in connection with its previously announced offers to exchange (each, an "Exchange Offer" and, together, the "Exchange Offers") any and all outstanding (i) 2.500% Senior Notes due 2027 and (ii) 3.625% Sustainability-Linked Senior Notes due 2032 (together, the "Existing Notes") issued by JBS USA Food Company (originally issued by JBS Finance Luxembourg S.à r.l.) for (1) up to U.S.$2,000.0 million aggregate principal amount of new notes (the "New Notes") to be issued by the Company, JBS USA Food Company and JBS USA Finance, Inc. (collectively, the "Issuers") and (2) cash, and related consent solicitations (each, a "Consent Solicitation" and, together, the "Consent Solicitations") to adopt certain proposed amendments to each of the indentures governing the Existing Notes (the "Proposed Amendments"), the Company has received tenders with respect to the aggregate principal amounts of Existing Notes set forth below, which constitute the requisite consents to adopt the Proposed Amendments with respect to each of the two outstanding series of the Existing Notes. A supplemental indenture with respect to each series of Existing Notes giving effect to the Proposed Amendments has been executed. The Proposed Amendments will become operative with respect to each series of Existing Notes only upon payment of the Total Exchange Consideration (as defined below), which is currently expected to be on August 19, 2022 or promptly thereafter.
Holders who validly tendered (and did not validly withdraw) their Existing Notes at or prior to 5:00 p.m., New York City time, on August 15, 2022 (the "Early Tender Date"), will be eligible to receive the Total Consideration (as defined below). Withdrawal rights for the Exchange Offers and the Consent Solicitations expired as of 5:00 p.m., New York City time, on August 15, 2022 (the "Withdrawal Deadline"). As of the Early Tender Date, the following principal amounts of each series of the Existing Notes have been validly tendered and not validly withdrawn (and related consents validly delivered and not validly revoked):
Title of Series |
CUSIP/ISIN |
Aggregate |
Existing Notes Tendered as of Early Tender Date |
|
Principal |
Percentage |
|||
2.500% Senior Notes due |
46592QAB5 and |
U.S.$1,000.0 |
U.S.$909,140,000 |
90.91 % |
3.625% Sustainability- |
46592QAA7 and |
U.S.$1,000.0 |
U.S.$918,577,000 |
91.86 % |
Holders who validly tendered (and did not validly withdraw) their Existing Notes at or prior to the Early Tender Date will be eligible to receive U.S.$1,000 principal amount of corresponding New Notes and U.S.$0.50 in cash (the "Total Exchange Consideration"), which includes an early tender premium of U.S.$50 principal amount of corresponding New Notes and U.S.$0.50 in cash (the "Early Tender Premium"), for each U.S.$1,000 principal amount of the Existing Notes accepted for exchange on the settlement date. Holders who validly tender their Existing Notes after the Early Tender Date but prior to the Expiration Date (as defined below), will not be eligible to receive the applicable Early Tender Premium and, accordingly, will only be eligible to receive U.S.$950 principal amount of corresponding New Notes for each U.S.$1,000 principal amount of the Existing Notes accepted for exchange on the settlement date.
The New Notes have not been and will not be registered under the Securities Act or any state or foreign securities laws. Therefore, the New Notes may not be offered or sold absent registration or an applicable exemption from the registration requirements of the Securities Act and any applicable state securities laws or applicable foreign securities laws. However, holders of the New Notes will benefit from the registration rights set forth in the registration rights agreement to be entered into by the Company pursuant to which the Company will agree to use its commercially reasonable efforts to (i) file an exchange offer registration statement with the U.S. Securities and Exchange Commission to allow holders to exchange New Notes of each series for the same principal amount of exchange notes of the same series, which will have terms identical in all material respects to such series of New Notes, except that the exchange notes will not contain transfer restrictions, and (ii) consummate such exchange offer within 365 days of entering into the registration rights agreement.
The Exchange Offers and the Consent Solicitations are being made pursuant to the terms and subject to the conditions set forth in the offering memorandum and consent solicitation statement, dated August 2, 2022 (as supplemented by the supplement to the offering memorandum and consent solicitation statement, dated August 11, 2022, the "Offering Memorandum and Consent Solicitation Statement"). The terms of the Exchange Offers and the Consent Solicitations remain as set forth in the Offering Memorandum and Consent Solicitation Statement.
The Exchange Offers and the Consent Solicitations will expire at 11:59 p.m., New York City time, on August 29, 2022, unless extended (the "Expiration Date"). The Company reserves the right to terminate, withdraw, amend or extend the Exchange Offers and the Consent Solicitations in its sole discretion.
Documents relating to the Exchange Offers and the Consent Solicitations will only be distributed to eligible holders of Existing Notes who complete and return an eligibility form confirming that they are either (a) a "Qualified Institutional Buyer," as that term is defined in Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"), or (b) a person that is outside the "United States" and is (i) not a "U.S. person," as those terms are defined in Rule 902 under the Securities Act and (ii) a "non-U.S. qualified offeree" (as defined in the Offering Memorandum and Consent Solicitation Statement). The complete terms and conditions of the Exchange Offers and the Consent Solicitations are described in the Offering Memorandum and Consent Solicitation Statement, copies of which may be obtained by contacting D.F. King & Co., Inc., the exchange agent and the information agent in connection with the Exchange Offers and the Consent Solicitations, at (800) 967-7574 (toll free) or (212) 269-5550 (banks and brokers). The eligibility form is available electronically at www.dfking.com/jbs.
This press release does not constitute an offer to sell or purchase, or a solicitation of an offer to sell or purchase, or the solicitation of tenders or consents with respect to, any security. No offer, solicitation, purchase or sale will be made in any jurisdiction in which such an offer, solicitation, purchase or sale would be unlawful. The Exchange Offers and the Consent Solicitations are being made solely pursuant to the Offering Memorandum and Consent Solicitation Statement and only to such persons and in such jurisdictions as is permitted under applicable law.
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 the Company 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 the Company undertakes no obligation to update forward-looking statements to reflect events or circumstances after the date they were made.
About JBS USA Lux S.A.
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 and the second largest producer of salmon. 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.
CONTACT: |
Diego Pirani |
Treasurer |
|
JBS.USA@jbssa.com |
|
+1 (970) 506-8117 |
SOURCE JBS USA Lux S.A.
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