JBS begins tender offers for any and all 2024 notes, some 2023 notes

By Marisa Wong

Los Angeles, July 23 – JBS SA announced that wholly owned subsidiary JBS Investments GmbH has begun cash tender offers for any and all of its outstanding $750 million of 7¼% senior notes due 2024 and up to $350 million of its outstanding $775 million of 6¼% senior notes due 2023.

JBS Investments is also soliciting consents from holders of the 2024 notes to proposed amendments that would, among other things, eliminate substantially all of the restrictive covenants and some events of default and related provisions contained in the indenture governing the 2024 notes and reduce the minimum required notice period for the redemption of 2024 notes from 30 days to three days prior to the date fixed for redemption (maintaining the maximum notice period of 60 days).

Holders who tender 2024 notes must also consent to the proposed amendments. Holders may not deliver consents without tendering their notes.

Adoption of the proposed amendments requires the delivery of consents by holders of a majority in principal amount of the outstanding 2024 notes (not including any 2024 notes owned by JBS or any of its affiliates).

The offers will expire at 11:59 p.m. ET on Aug. 19.

Holders who tender their notes and deliver consents by 5 p.m. ET on Aug. 5, the early tender payment deadline, will be eligible to receive the total consideration.

The total consideration for each $1,000 principal amount of 2024 notes will be $1,039.75, which includes an early tender payment of $30.00. Holders who tender 2024 notes after the early deadline will be eligible to receive $1,009.75 per $1,000 principal amount, which is the total consideration less the early tender payment.

The total consideration for each $1,000 principal amount of 2023 notes will be $1,022.08, which includes an early tender payment of $30.00. Holders tendering after the early deadline will be eligible to receive $992.08 per $1,000 principal amount, or the total consideration less the early tender payment

In addition, JBS Investments will pay accrued interest from the most recent interest payment date to the applicable settlement date.

The company expects to settle early tenders within three business days after the early tender payment deadline.

For the 2024 notes, tenders may be withdrawn and consents revoked at any time prior to the execution of the supplemental indenture. Tenders for the 2023 notes may be withdrawn at any time prior to the early tender payment deadline.

If 2023 notes are tendered in an aggregate principal amount in excess of the tender cap, those tendered 2023 notes will be subject to proration.

The tender offers are subject to a financing condition.

Barclays is acting as dealer manager for the tender offers and as solicitation agent for the 2024 notes consent solicitation.

D.F. King & Co., Inc. (877 536-1556, 212 269-5550 or jbs@dfking.com) is the information agent and tender agent.

JBS is a meat processing company with headquarters in Sao Paulo.

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