JBS USA FOOD COMPANY ANNOUNCES EARLY TENDER RESULTS OF ITS 6.750% SENIOR NOTES DUE 2028 AND 6.500% SENIOR NOTES DUE 2029, RECEIPT OF REQUISITE CONSENTS RELATING TO ITS 6.750% SENIOR NOTES DUE 2028 AND UPSIZE OF MAXIMUM TENDER AMOUNT

 

Source: JBS USA Food Company

via PRNewswire - Jun 21, 2022 

 

GREELEY, Colo., June 21, 2022 /PRNewswire/ -- JBS USA Food Company announced today the early tender results in connection its previously announced cash tender offers (each, a "Tender Offer" and together, the "Tender Offers") for (i) any and all of the outstanding U.S.$900,000,000 aggregate principal amount of 6.750% Senior Notes due 2028 issued by JBS USA Lux S.A., JBS USA Food Company and JBS USA Finance, Inc. (the "2028 Notes") and (ii) up to the Maximum Tender Amount (as defined below) of the outstanding U.S.$1,400,000,000 aggregate principal amount of 6.500% Senior Notes due 2029 issued by JBS USA Lux S.A., JBS USA Food Company and JBS USA Finance, Inc. (the "2029 Notes" and together with the 2028 Notes, the "Notes").  JBS USA Food Company also announced receipt of requisite consents in connection with JBS USA Food Company's previously announced consent solicitation (the "Consent Solicitation") from the holders of the 2028 Notes for the adoption of the Proposed Amendments (as defined below).

 

JBS USA Food Company further announced that it has increased the maximum aggregate principal amount of 2029 Notes to be accepted in the 2029 Notes Tender Offer from U.S.$600,000,000 to U.S.$1,050,000,000 (the "Maximum Tender Amount"). The terms and conditions of the Tender Offers and the Consent Solicitation as set forth in the Offer to Purchase and Consent Solicitation Statement, dated June 6, 2022 (as supplemented by JBS USA Food Company's press release dated June 6, 2022, the "Offer to Purchase"), otherwise remain unchanged.

 

As reported by D.F. King & Co., Inc., the information agent and tender agent for the Tender Offers, as of 5:00 p.m., New York City time, on June 17, 2022 (such date and time, the "Early Tender Payment Deadline"), U.S.$761,038,000 in aggregate principal amount of the 2028 Notes, representing 84.56% of the outstanding 2028 Notes, had been validly tendered (and not validly withdrawn) pursuant to the 2028 Notes Tender Offer and consents delivered pursuant to the Consent Solicitation. JBS USA Food Company intends to purchase all 2028 Notes validly tendered (and not validly withdrawn) at or prior to the Early Tender Payment Deadline, with such settlement date expected to be on June 21, 2022 (the "2028 Notes Early Settlement Date").

 

As reported by D.F. King & Co., Inc., as of the Early Tender Payment Deadline, U.S.$1,249,072,000 in aggregate principal amount of the 2029 Notes, representing 89.22% of the outstanding 2029 Notes, had been validly tendered (and not validly withdrawn) pursuant to the 2029 Notes Tender Offer.  Because the aggregate principal amount of 2029 Notes tendered in the 2029 Notes Tender offer exceeds the Maximum Tender Amount, the amount of 2029 Notes validly tendered at or prior to the Early Tender Payment Deadline and accepted for purchase on the settlement date, with such settlement date expected to be on June 21, 2022 (the "2029 Notes Early Settlement Date"), will be prorated and subject to the proration procedures described in the Offer to Purchase.

 

The total consideration payable to 2028 Notes Holders for each U.S.$1,000 principal amount of 2028 Notes validly tendered and purchased pursuant to the 2028 Notes Tender Offer will be U.S.$1,053.75 (the "2028 Notes Total Consideration"). The 2028 Notes Total Consideration includes an early tender payment of U.S.$30.00 per U.S.$1,000 principal amount of 2028 Notes (the "2028 Notes Early Tender Payment") payable only to 2028 Notes Holders who validly tender (and do not withdraw) their 2028 Notes and validly deliver (and do not revoke) the related 2028 Notes consents at or prior to the Early Tender Payment Deadline.  JBS USA Lux S.A. has executed a supplemental indenture (the "Supplemental Indenture") to the indenture governing the 2028 Notes (the "2028 Notes Indenture"), which eliminates substantially all of the restrictive covenants and certain events of default and related provisions contained in the 2028 Notes Indenture. Adoption of the proposed amendments (the "Proposed Amendments") to the 2028 Notes Indenture required consents of holders of a majority in aggregate principal amount of the 2028 Notes outstanding. JBS USA Food Company has obtained the requisite consents for the Proposed Amendments to the 2028 Notes Indenture. Any 2028 Notes not tendered and purchased pursuant to the 2028 Notes Tender Offer will remain outstanding and will be governed by the terms of the 2028 Notes Indenture, as amended by the Supplemental Indenture.

 

The total consideration payable to 2029 Notes Holders for each U.S.$1,000 principal amount of 2029 Notes validly tendered and purchased pursuant to the 2029 Notes Tender Offer will be U.S.$1,046.25 (the "2029 Notes Total Consideration"). The 2029 Notes Total Consideration includes an early tender payment of U.S.$30.00 per U.S.$1,000 principal amount of 2029 Notes (the "2029 Notes Early Tender Payment", and together with the 2028 Notes Early Tender Payment, the "Early Tender Payment") payable only to 2029 Notes Holders who validly tender (and do not withdraw) their 2029 Notes at or prior to the Early Tender Payment Deadline.

 

Holders who have not yet tendered their Notes have until 11:59 P.M., New York City time, on July 5, 2022, unless extended by JBS USA Food Company (such time and date, as it may be extended, the "Expiration Time") to tender their Notes pursuant to the applicable Tender Offer. Holders of Notes who validly tender their Notes after the Early Tender Payment Deadline but at or prior to the Expiration Time will not be entitled to receive the Early Tender Payment and will therefore be entitled to receive only the applicable Tender Offer Consideration, as described in the Offer to Purchase, plus accrued and unpaid interest up to, but not including, the Final Settlement Date. In addition, because the aggregate principal amount of 2029 Notes tendered in the 2029 Notes Tender offer exceeds the Maximum Tender Amount, the amount of any 2029 Notes tendered after the Early Tender Payment Deadline will not be eligible for purchase

 

JBS USA Food Company's obligation to accept for purchase, and to pay for, Notes validly tendered (and not validly withdrawn) pursuant to the Tender Offers is conditioned upon the satisfaction or, when applicable, waiver of certain conditions, which are more fully described in the Offer to Purchase, including, among others, a financing condition as described in the Offer to Purchase. In addition, subject to applicable law, JBS USA Food Company reserves the right, in its sole discretion, not to accept any tenders of Notes or deliveries of consents with respect to the 2028 Notes. JBS USA Food Company is making the Tender Offers and the Consent Solicitation only in those jurisdictions where it is legal to do so.

 

Barclays Capital Inc., BMO Capital Markets Corp., Mizuho Securities USA LLC, RBC Capital Markets, LLC and Truist Securities, Inc. are acting as dealer managers for the Tender Offers and as solicitation agents for the Consent Solicitation and can be contacted at their respective telephone numbers set forth on the back cover page of Offer to Purchase with questions regarding the Tender Offers and the Consent Solicitation.

 

Copies of the Offer to Purchase are available to holders of Notes from D.F. King & Co., Inc., the information agent and the tender agent for the Tender Offers and the Consent Solicitation. Requests for copies of the Offer to Purchase should be directed to D.F. King at +1 (800) 967-7574 (toll free), +1 (212) 269-5550 (collect) or [email protected]

 

Neither the Offer to Purchase nor any related documents have been filed with the U.S. Securities and Exchange Commission, nor have any such documents been filed with or reviewed by any federal or state securities commission or regulatory authority of any country. No authority has passed upon the accuracy or adequacy of the Offer to Purchase or any related documents, and it is unlawful and may be a criminal offense to make any representation to the contrary.

 

The Tender Offers and the Consent Solicitation have been made solely on the terms and conditions set forth in the Offer to Purchase. Under no circumstances shall this press release constitute an offer to buy or the solicitation of an offer to sell the Notes or any other securities of JBS S.A. or any of its subsidiaries, including JBS USA Food Company. The Tender Offers and the Consent Solicitation are not being made to, nor will JBS USA Food Company accept tenders of Notes or accept deliveries of 2028 Notes Consents from, holders in any jurisdiction in which the Tender Offers and the Consent Solicitation or the acceptance thereof would not be in compliance with the securities of blue sky laws of such jurisdiction. This press release also is not a solicitation of consents to the Proposed Amendments to the indenture governing the 2028 Notes. No recommendation is made as to whether holders should tender their Notes or deliver their consents with respect to the 2028 Notes. Holders should carefully read the Offer to Purchase because it contains important information, including the various terms and conditions of the Tender Offers and the Consent Solicitation.

 

Important Notice Regarding Forward-Looking Statements

 

This press release contains certain forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the U.S. Securities Exchange Act of 1934, as amended.  Statements that are not historical facts, including statements about JBS S.A.'s perspectives and expectations, are forward-looking statements.  The words "expect," "believe," "estimate," "intend," "plan" and similar expressions, when related to JBS S.A. and its subsidiaries and affiliates, indicate forward-looking statements.  These statements reflect the current view of management and are subject to various risks and uncertainties.  These statements are based on various assumptions and factors, including general economic, market, industry and operational factors.  Any changes to these assumptions or factors may lead to practical results different from current expectations.  Forward-looking statements relate only to the date they were made and JBS S.A. undertakes no obligation to update forward-looking statements to reflect events or circumstances after the date they were made.

 

About JBS USA Lux S.A.

 

JBS USA Lux S.A. is one of the world's largest producers of beef, pork, chicken and packaged food products.  In terms of daily production capacity, JBS USA Lux S.A. is among the leading beef producers and the second-largest pork and chicken producer in the United States.  In Australia, JBS USA Lux S.A. is the leading producer of beef, lamb and packaged foods.  JBS USA Lux S.A. prepares, packages and delivers fresh, value-added and branded beef, pork, chicken, and lamb products to customers in more than 150 countries on six continents.  JBS USA Lux S.A. is an indirect, wholly-owned subsidiary of JBS S.A., the largest protein company and the largest food company in the world in terms of net revenue.

 

CONTACT:

           

Diego Pirani

Treasurer

[email protected]

+1 (970) 506-8117

 

SOURCE JBS USA Food Company

 

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