JBS starts tender offer, consent solicitation for 10¼%, 10½% notes

By Jennifer Chiou

New York, June 11 – Brazil's JBS SA announced the launch of the cash tender offer for any and all of its $350 million of 10¼% senior notes due 2016 and any and all of the $300 million of 10½% senior notes due 2016 issued by JBS and JBS Finance Ltd.

JBS is also soliciting consents to proposed amendments that would eliminate substantially all of the restrictive covenants and some events of default and related provisions contained in the indentures governing the notes.

Holders that tender notes must also consent to the proposed amendments, and holders may not deliver consents without tendering their notes. Also, holders may not revoke their consents without withdrawing their previously tendered notes.

For each set of notes, adoption of the proposed amendments requires the delivery of consents by holders of more than 50% (or 66 2/3% for some of the proposed amendments) of the aggregate outstanding principal amount.

If necessary consents are received for 66 2/3% or more of the aggregate outstanding principal amount of each series of notes, more proposed changes will be implemented than if consents are received for holders of only a majority in principal amount of the outstanding notes.

The deadline for holders to tender notes and deliver consents and be eligible to receive the total consideration, which includes the early tender payment, will be 5 p.m. ET on June 24.

The tender offer will expire at midnight ET on July 9.

Notes tendered may be withdrawn and consents delivered may be revoked at any time prior to the execution of a supplemental indenture.

The total consideration for each $1,000 principal amount of notes tendered by the early tender payment deadline will be $1,155. The total consideration includes an early tender payment of $30.00.

Holders tendering notes after the early deadline but at or prior to the expiration time will be eligible to receive $1,125 per $1,000 principal amount, or the total consideration less the early tender payment.

In addition, holders whose notes are purchased in the tender offer will receive accrued interest to, but not including, the applicable settlement date.

Wells Fargo Securities, LLC (866 309-6316 or 704 410-4760) is the dealer manager, and D.F. King & Co., Inc. (800 758-5378, 212 269-5550 collect or jbs@dfking.com) is the information agent and tender agent.

JBS is a meat company based in Sao Paulo. It terminated prior offers for the notes on June 5 because a new offering of senior notes by JBS USA, LLC and JBS USA Finance, Inc. had been postponed.

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