JBS gets $245.34 million tenders so far, lacks consents for 7¼% notes

By Sarah Lizee

Olympia, Wash., April 15 – JBS SA’s indirect wholly owned subsidiary, JBS USA Food Co., announced the early results for its offer to purchase for cash any and all of its outstanding 7¼% senior notes due 2021 co-issued by JBS USA Lux SA and JBS USA Finance, Inc.

As of the early tender deadline of 5 p.m. ET on April 12, $245,341,000, or 37.18%, of the outstanding amount had been validly tendered and not withdrawn. JBS said it intends to purchase all of those notes by the early deadline. The early settlement date is April 15.

As previously reported, JBS was also soliciting consents from holders to adopt some proposed amendments to the indenture governing the notes.

The company said it had not obtained the requisite consents for the execution of a supplemental indenture to amend the indenture governing the notes, and as such, a supplemental indenture will not be executed. Any notes not tendered and purchased in the offer will remain outstanding and will be governed by the terms of the indenture governing the notes.

The proposed amendments would have eliminated substantially all of the restrictive covenants and some events of defaults and related provisions.

Holders who tendered their notes must also have consented to the proposed changes, and holders may not have delivered consents without tendering their notes.

Adoption of the proposed amendments required consents from holders of a majority in principal amount of the outstanding notes.

Holders who tendered notes and delivered consents by the early tender deadline will be eligible to receive the total consideration of $1,005 per $1,000 principal amount. The total consideration includes an early tender payment of $30 per $1,000 principal amount.

Holders tendering after the early deadline will only be eligible to receive the tender offer consideration of $975 per $1,000 principal amount, or the total consideration less the early tender payment.

In addition, the company will pay accrued interest to but excluding the applicable settlement date.

The offer will expire at 11:59 p.m. ET on April 29.

The tender offer is subject to a financing condition.

JBS said it intends to redeem any notes that remain outstanding after the tender offer on June 1 at par plus accrued interest.

Barclays (800 438-3242 or 212 528-7581) is the dealer manager and solicitation agent. D.F. King & Co., Inc. (877 536-1559, 212 269-5550 or jbs@dfking.com) is the information and tender agent.

JBS is a meat processing company based in Sao Paulo. JBS USA has headquarters in Greeley, Colo.

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