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Published on 9/3/2013 in the Prospect News High Yield Daily and Prospect News Liability Management Daily.

JBS begins tender offer, consent bid for 11 5/8% senior notes due 2014

By Susanna Moon

Chicago, Sept. 3 - JBS USA, LLC, a wholly owned subsidiary of JBS SA, said it began a cash tender offer for the 11 5/8% senior notes due 2014 issued by JBS USA and JBS USA Finance, Inc.

The issuers also are soliciting consents to amend the notes to eliminate substantially all of the restrictive covenants and events of default and related provisions, according to a company press release.

The issuers must obtain the consents of holders of a majority of the outstanding notes, and the proposed amendments will not become operative until the earlier of the early payment date and the final payment date.

Holders who tender notes must also consent to the proposed amendments. Holders may not deliver consents to the proposed amendments without tendering the related notes in the tender offer and may not revoke their consents without withdrawing the tendered notes.

The total purchase price will be $1,067.79 for each $1,000 principal amount of notes tendered by 5 p.m. ET on Sept. 16, the consent payment date.

The total payment includes a $20 early tender premium per $1,000 of notes.

The tender offer will end at midnight ET on Sept. 30.

Tendered notes may be withdrawn and consents revoked by the execution and delivery of the supplemental indenture.

Those who tender after the consent date will receive $1,047.79 per $1,000 principal amount.

The company also will pay accrued interest to but excluding the settlement date.

J.P. Morgan Securities LLC (800 245-8812 or collect 212 270-1200) is the dealer manager. D.F. King & Co., Inc. (800 758-5378, collect 212 269-5550 or email jbs@dfking.com) is the information agent and the tender agent.

JBS is a Greeley, Colo.-based beef, pork and lamb processing company.


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