JBS USA announces early tender results for notes due 2028 and 2029

Chicago, June 21 – JBS USA Food Co. announced the early tender results for its $1.4 billion outstanding 6½% senior notes due 2029 (Cusips: 46590XAA4, L56608AA7 and L56608AD1) issued by JBS USA Lux SA, JBS USA Food and JBS USA Finance, Inc. and its $900 million outstanding 6¾% senior notes due 2028 (Cusips: 472141AA8 and L56590AA7) issued by JBS USA Lux, JBS USA Food and JBS USA Finance.

Previously the company increased the maximum amount it will accept from the 6½% notes due 2029 to $600 million from $300 million.

On Tuesday morning, it raised the maximum amount it will accept for the 2029 notes to $1.05 billion from $600 million.

By the early deadline at 5 p.m. ET on June 17, the company received tenders for $1,249,072,000 of the 2029 notes, or 89.22% of the notes outstanding.

Because the notes tendered exceed the cap, tenders will be prorated.

For the 2028 notes, the company received tenders for $761,038,000, or 84.56%, of the notes. The company will accept all of the notes for purchase since the offer was for any and all of the notes.

As previously reported, the company is offering a total consideration of $1,053.75 per $1,000 principal amount of 2028 notes and $1,046.25 per $1,000 principal amount of 2029 notes.

The total considerations include an early tender payment of $30 per $1,000 of notes tendered by the early tender deadline. Holders tendering after the early deadline will not be eligible to receive the early tender payment.

2028 notes solicitation

In conjunction with the 2028 notes tender offer, JBS USA Food was also soliciting consents from holders to adopt proposed amendments that would eliminate substantially all of the restrictive covenants and some events of default and related provisions contained in the indenture governing the 2028 notes.

The company announced it has received the requisite consents.

Holders who tendered 2028 notes had to consent to the proposed amendments. Holders of 2028 notes were not able to deliver consents without tendering their notes and could not revoke their consents without withdrawing the related tenders.

Adoption of the proposed amendments required the delivery of consents by holders of a majority of the outstanding principal amount of 2028 notes (not including any 2028 notes owned by JBS SA or any of its affiliates).

Tenders of 2028 notes could be withdrawn and related consents revoked at any time prior to the execution of the supplemental indenture effecting the proposed changes.

2029 tender details

The deadline is 11:59 p.m. ET on July 5.

June 21 is the early settlement date.

Noteholders may still tender notes, but no more notes from the 2029 series will be accepted for purchase.

The tender offers are subject to a financing condition.

Barclays, BMO Capital Markets Corp., Mizuho Securities USA LLC, RBC Capital Markets, LLC and Truist Securities, Inc. are dealer managers for the tender offers and solicitation agents for the consent solicitation.

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

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

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