JBS USA LUX S.A. ANNOUNCES UPSIZING AND PRICING OF ITS SENIOR NOTES OFFERING

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Jun 06, 2022, 21:23 ET

GREELEY, Colo., June 6, 2022 /PRNewswire/ -- JBS USA Lux S.A. ("JBS USA") today announced the pricing of three series of senior unsecured notes for an aggregate principal amount of $2.5 billion. These notes consists of (i) $500.0 million aggregate principal amount of 5.125% senior notes due 2028 (the "2028 notes"), (ii) $1,250 million aggregate principal amount of 5.750% senior notes due 2033 (the "2033 notes") and (iii) $750.0 million aggregate principal amount of 6.500% senior notes due 2052 (the "2052 notes" and together with the 2028 notes and the 2033 notes, the "Notes"). JBS USA initially intended to issue three series of notes, each in a benchmark size, in an expected aggregate principal amount of approximately $1.5 billion. The sale of the Notes is expected to close on June 21, 2022, subject to customary closing conditions.

JBS USA intends to use the net proceeds from this offering to pay the tender consideration for any and all of the 6.750% Senior Notes due 2028 (the "JBS USA 2028 Notes") and up to $600.0 million of the 6.500% Senior Notes due 2029 (the "JBS USA 2029 Notes" and together with the JBS USA 2028 Notes, the "Tendered Notes"), issued by JBS USA, tendered in connection with an offer to purchase and consent solicitation that was announced separately today. JBS is expected to use the remaining proceeds for general corporate purposes, including the repayment of certain debt.

This press release is neither an offer to purchase nor a solicitation of an offer to sell or buy the Notes or the Tendered Notes. Any offer to purchase the Tendered Notes will be made solely on the terms and subject to the conditions set forth in a separate offer to purchase and consent solicitation that will be directed to holders of the Tendered Notes. There shall not be any sale of the Notes in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction.

The Notes and the guarantees will not be registered under the U.S. 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, or for the account or benefit of, any U.S. persons (as defined in Regulation S of the Securities Act) 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.

Important Notice Regarding Forward-Looking Statements

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 (including JBS USA) 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 USA 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. 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.