JBS USA LUX S.A. COMMENCES EXCHANGE OFFERS AND CONSENT SOLICITATIONS FOR JBS USA FOOD COMPANY'S 2.500% SENIOR NOTES DUE 2027 AND 3.625% SUSTAINABILITY-LINKED SENIOR NOTES DUE 2032

 

Source: JBS USA Lux S.A.

via PRNewswire - Aug 02, 2022

 

GREELEY, Colo., Aug. 2, 2022 /PRNewswire/ -- JBS USA Lux S.A. (the "Company") today announced that it has commenced offers to exchange (each, an "Exchange Offer" and, together, the "Exchange Offers") any and all outstanding (i) 2.500% Senior Notes due 2027 and (ii) 3.625% Sustainability-Linked Senior Notes due 2032 (collectively, the "Existing Notes") issued by JBS USA Food Company (originally issued by JBS Finance Luxembourg S. r.l.) for (1) up to U.S.$2,000.0 million aggregate principal amount of new notes (the "New Notes") to be issued by the Company, JBS USA Food Company and JBS USA Finance, Inc. (collectively, the "Issuers") and (2) cash, in each case, as set forth in the table below.

 

The following table sets forth the Exchange Consideration, the Early Tender Premium and the Total Exchange Consideration for each series of Existing Notes:

 

Title of Series

Maturity
Date

CUSIP/ISIN
Numbers of
Existing
Notes

 

Aggregate
Principal
Amount
Outstanding

Exchange
Consideration(1)

+

Early Tender
Premium(1)

=

Total Exchange
Consideration(1)(2)

2.500% Senior
Notes due 2027

January 15,
2027

46592QAB5
and
US46592QA
B59/
L5S59NAB1
and
USL5S59AB13

U.S.$1,000.0
million

U.S.$950 principal
amount of New
2.500% Senior
Notes due 2027

U.S.$50 principal
amount of New
2.500% Senior
Notes due 2027 and
U.S.$0.50 in cash

U.S.$1,000 principal
amount of New 2.500%
Senior Notes due 2027
and U.S.$0.50 in cash

3.625%
Sustainability-
Linked Senior
Notes due 2032

January 15,
2032

46592QAA7
and
L5S59NAA3/
US46592QAA76 and
USL5S59NA
A30

U.S.$1,000.0
million

U.S.$950 principal
amount of New
3.625%
Sustainability-
Linked Senior
Notes due 2032

U.S.$50 principal
amount of New
3.625%
Sustainability-
Linked Senior Notes
due 2032 and
U.S.$0.50 in cash

U.S.$1,000 principal
amount of New 3.625%
Sustainability-Linked
Senior Notes due 2032
and U.S.$0.50 in cash

__________________________

(1)  For each U.S.$1,000 principal amount of the Existing Notes accepted for exchange.

(2)  Includes Early Tender Premium.

 

In conjunction with the Exchange Offers, the Company is soliciting consents (each, a "Consent Solicitation" and, together, the "Consent Solicitations") to adopt certain proposed amendments to the indentures governing the Existing Notes to eliminate substantially all of the restrictive covenants, events of default and related provisions and definitions therein from such indentures.

 

Concurrently with the Exchange Offers, the Company commenced consent solicitations (collectively, the "JBS USA Consent Solicitations") from the holders of each of the Issuer's (collectively, the "JBS USA Consent Solicitations Notes") (i) 6.50% Senior Notes due 2029, (ii) 5.500% Senior Notes due 2030, (iii) 3.750% Senior Notes due 2031, (iv) 3.000% Senior Notes due 2029, (v) 3.000% Senior Notes due 2032 and (vi) 4.375% Senior Notes due 2052 to conform certain provisions and restrictive covenants (and definitions related thereto) of the indentures governing each series of JBS USA Consent Solicitations Notes to the corresponding provisions and restrictive covenants (and definitions related thereto) set forth in each indenture, dated June 21, 2022, governing the Issuers' 5.125% Senior Notes due 2028, 5.750% Senior Notes due 2033 and 6.500% Senior Notes due 2052.

 

Each Exchange Offer and Consent Solicitation is conditioned upon the completion of the other Exchange Offer and Consent Solicitation, although the Company, in its sole discretion, may waive such condition at any time with respect to an Exchange Offer. In addition, each Exchange Offer and Consent Solicitation is conditioned on the satisfaction or waiver of certain other conditions, as described in the Offering Memorandum and Consent Solicitation Statement (as defined below), including the valid delivery (and no revocation) by holders of consents from a majority in aggregate principal amount of each series of JBS USA Consent Solicitation Notes prior to the applicable expiration time under the JBS USA Consent Solicitations, although the Company, in its sole discretion, may waive such condition at any time with respect to any one or more of the JBS USA Consent Solicitations.

 

The Exchange Offers and the Consent Solicitations are being made pursuant to the terms and subject to the conditions set forth in the offering memorandum and consent solicitation statement, dated August 2, 2022 (the "Offering Memorandum and Consent Solicitation Statement").

 

Holders who validly tender (and do not withdraw) their Existing Notes at or prior to 5:00 p.m., New York City time, on August 15, 2022, unless extended (the "Early Tender Date"), will be eligible to receive the applicable Total Exchange Consideration as set forth in the table above, which includes the applicable Early Tender Premium as set forth in the table above, for all such Existing Notes that are accepted for exchange. Holders who validly tender their Existing Notes after the Early Tender Date but prior to 11:59 p.m., New York City time, on August 29, 2022, unless extended (the "Expiration Date"), will not be eligible to receive the applicable Early Tender Premium as set forth in the table above and, accordingly, will only be eligible to receive the applicable Exchange Consideration as set forth in the table above on a settlement date. The early settlement date is expected to be within four business days after the Early Tender Date or as promptly as practicable thereafter. The final settlement date is expected to be within two business days after the Expiration Date or as promptly as practicable thereafter.

 

In addition, subject to the terms and conditions in the Offering Memorandum and Consent Solicitation Statement, the Company will enter into a registration rights agreement (the "Registration Rights Agreement"), pursuant to which the Company will agree to use its commercially reasonable efforts to (i) file an exchange offer registration statement with the U.S. Securities and Exchange Commission to allow holders to exchange Existing Notes of each series for the same principal amount of New Notes of the same series, which will have terms identical in all material respects to such series of Existing Notes, except that the New Notes will not contain transfer restrictions and (ii) consummate such exchange offer within 365 days of entering into the registration rights agreements.

 

Documents relating to the Exchange Offers and the Consent Solicitations will only be distributed to eligible holders of Existing Notes who complete and return an eligibility form confirming that they are either (a) a "Qualified Institutional Buyer," as that term is defined in Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"), or (b) a person that is outside the "United States" and is (i) not a "U.S. person," as those terms are defined in Rule 902 under the Securities Act and (ii) a "non-U.S. qualified offeree" (as defined in the Offering Memorandum and Consent Solicitation Statement). The complete terms and conditions of the Exchange Offers and the Consent Solicitations are described in the Offering Memorandum and Consent Solicitation Statement, copies of which may be obtained by contacting D.F. King & Co., Inc., the exchange agent and the information agent in connection with the Exchange Offers and the Consent Solicitations, at (800) 967-7574 (toll free) or (212) 269-5550 (banks and brokers). The eligibility form is available electronically at www.dfking.com/jbs.

 

This press release does not constitute an offer to sell or purchase, or a solicitation of an offer to sell or purchase, or the solicitation of tenders or consents with respect to, any security. No offer, solicitation, purchase or sale will be made in any jurisdiction in which such an offer, solicitation, purchase or sale would be unlawful. The Exchange Offers and the Consent Solicitations are being made solely pursuant to the Offering Memorandum and Consent Solicitation Statement and only to such persons and in such jurisdictions as is permitted under applicable law.

 

The New Notes have not been and will not be registered under the Securities Act or any state or foreign securities laws. Therefore, the New Notes may not be offered or sold absent registration or an applicable exemption from the registration requirements of the Securities Act and any applicable state securities laws or applicable foreign securities laws.

 

The Offering Memorandum and Consent Solicitation Statement is not a solicitation of consents for the JBS USA Consent Solicitations Notes. Any solicitations of consents from the holders of the JBS USA Consent Solicitations Notes will be made solely on the terms and subject to the conditions set forth in a separate consent solicitation statement that will be directed to holders of the JBS USA Consent Solicitations Notes.

 

Important Notice Regarding Forward-Looking Statements

 

This press release contains certain forward-looking statements. Statements that are not historical facts, including statements about our perspectives and expectations, are forward looking statements. The words "expect", "believe", "estimate", "intend", "plan" and similar expressions, when related to the Company and its subsidiaries, 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. Excessive reliance should not be placed on those statements. Forward-looking statements relate only to the date they were made and the Company 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 and the second largest producer of salmon. 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 Lux S.A.

 

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