JBS USA Lux extends early exchange consideration to updated deadline

By Mary-Katherine Stinson

Lexington, Ky. Aug. 29 – JBS USA Lux SA amended the terms of its exchange offers for any and all of its $1 billion outstanding 2½% senior notes due 2027 (Cusips: 46592QAB5, L5S59NAB1) and $1 billion outstanding 3 5/8% sustainability-linked senior notes due 2032 (Cusips: 46592QAA7, L5S59NAA3) issued by JBS USA Food Co. (originally issued by JBS Finance Luxembourg Sarl) for up to $2 billion aggregate principal amount of new notes with the same coupon and maturity to be issued by JBS USA Lux, JBS USA Food and JBS USA Finance, Inc. and cash, according to a press release.

The company has agreed as a one-time accommodation to extend the expiration date to 11:59 p.m. ET on Sept. 12 and to make the applicable total exchange consideration of $1,000 in new notes and $0.50 in cash for each $1,000 note tendered available to all holders that tender existing notes for exchange and deliver consents to at or prior to the new expiration date.

The previous expiration date was 11:59 p.m. ET on Aug. 29.

Before the offer was amended, only noteholders who tendered by the early deadline were eligible to receive the full consideration and noteholders who tendered after the early deadline would have received only $950 in new notes for each $1,000 existing note tendered.

The company stated this was requested by certain noteholders who were unable to tender their existing notes at or prior to the early tender date due to logistical or other reasons.

As of Aug. 29, noteholders tendered $909.14 million, or 90.91%, of the 2027 notes and $920,277,000, or 92.02%, of the 2032 notes.

As previously reported, by the early deadline of 4 p.m. ET on Aug. 15, noteholders had tendered $909.14 million, or 90.91%, of the 2027 notes and $918,577,000, or 91.86% of the 2032 notes.

Consent solicitation

The exchange offer was being conducted with a consent solicitation to adopt some proposed amendments to the indentures governing the existing notes to eliminate substantially all the restrictive covenants, events of default and related provisions and definitions.

The amounts tendered constitute the requisite consents to adopt the proposed amendments.

A supplemental indenture has been executed and became operative on Aug. 19.

Details

The settlement date for eligible holders who tendered notes for exchange after the early tender date and at or prior to 5 p.m. ET on Aug. 30, which is the fungibility tender date, is Aug. 31.

The final settlement is expected for three days after the final expiration date.

D.F. King & Co., Inc. (800 967-7574, 212 269-5550 or jbs@dfking.com) is the exchange agent and information agent for the exchange offer and consent solicitation.

The dealer managers for the exchange offers and the solicitation agents for the consent solicitations are Barclays (212 528-7581, 800 438-3242, us.lm@barclays.com), BMO Capital Markets Corp. (833 418-0762, 212 702-1840, LiabilityManagement@bmo.com), Mizuho Securities USA LLC (866 271-7403, 212 205-7736), RBC Capital Markets (877 381-2099, 212 618-7843, liability.management@rbccm.com) and Truist Securities Inc. (800 685-4786).

Greeley, Colo.-based JBS USA produces beef, pork, chicken and packaged food products.

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