JBS USA, LLC Announces Commencement Of Tender Offer And Related Consent Solicitation For 11.625% Senior Notes Due 2014
GREELEY, Colo., Sept. 3, 2013 /PRNewswire/ -- JBS USA, LLC ("JBS USA"), a wholly owned subsidiary of JBS S.A. ("JBS"), today announced that it has commenced an offer to purchase for cash (the "Tender Offer") any and all of the outstanding 11.625% Senior Notes due 2014 (the "Notes") issued by JBS USA and JBS USA Finance, Inc. (together with JBS USA, the "Issuers") on the terms and subject to the conditions set forth in the Offer to Purchase and Consent Solicitation Statement, dated September 3, 2013, and the related Letter of Transmittal and Consent (together, the "Offer Documents").
Concurrently with the Tender Offer, the Issuers are soliciting consents (the "Consent Solicitation") to proposed amendments to the indenture governing the Notes (the "Indenture"), which would, among other things, eliminate substantially all of the restrictive covenants and certain events of default and related provisions contained in the Indenture. The proposed amendments will be set forth in a supplemental indenture and are described in more detail in the Offer Documents. The supplemental indenture will not be executed unless and until the Issuers have received consents of holders of a majority in aggregate principal amount of the outstanding Notes, and the proposed amendments will not become operative until the earlier of the Early Payment Date (as defined below), if any, and the Final Payment Date (as defined below). Holders that tender Notes must also consent to the proposed amendments to the Indenture. Holders may not deliver consents to the proposed amendments without validly tendering the related Notes in the Tender Offer and may not revoke their consents without withdrawing the previously tendered Notes to which they relate.
The deadline for holders to validly tender Notes and deliver consents and be eligible to receive payment of the Total Consideration (as defined below), which includes the Consent Payment (as defined below), will be 5:00 p.m., New York City time, on September 16, 2013, unless extended or earlier terminated by the Issuers (such date and time, as the same may be modified, the "Consent Payment Deadline"). The Tender Offer will expire at 12:00 Midnight, New York City time, on September 30, 2013, unless extended or earlier terminated by the Issuers (such date and time, as the same may be modified, the "Expiration Time"). Notes tendered may be withdrawn and consents delivered may be revoked at any time prior to the execution and delivery of the supplemental indenture by JBS USA and the trustee under the Indenture (the date and time of such execution and delivery, the "Withdrawal Deadline"), but not thereafter, unless required by applicable law.
The total consideration to be paid for each $1,000 principal amount of Notes validly tendered at or prior to the Consent Payment Deadline and not validly withdrawn prior to the Withdrawal Deadline will be $1,067.79 (the "Total Consideration"). The Total Consideration includes a payment of $20.00 per $1,000 principal amount of Notes (the "Consent Payment") payable only in respect of Notes validly tendered and consents validly delivered at or prior to the Consent Payment Deadline. Holders validly tendering Notes after the Consent Payment Deadline but at or prior to the Expiration Time will be eligible to receive $1,047.79 per $1,000 principal amount of Notes (the "Tender Offer Consideration"), which is an amount equal to the Total Consideration less the Consent Payment. In addition, holders whose Notes are purchased in the Tender Offer will receive accrued and unpaid interest in respect of their purchased Notes from the most recent interest payment date to, but not including, the Early Payment Date or the Final Payment Date, as applicable.
The Issuers have reserved the right, at any time following the Consent Payment Deadline, but at or prior to the Expiration Time (the "Early Acceptance Date"), subject to the terms and conditions of the Tender Offer being satisfied or waived, to accept for purchase all Notes validly tendered at or prior to the Consent Payment Deadline and not validly withdrawn prior to the Withdrawal Deadline. If the Issuers elect to exercise this option, they will pay the Total Consideration for the Notes accepted for purchase on the Early Acceptance Date on a date promptly following the Early Acceptance Date (the "Early Payment Date").
Subject to the terms and conditions of the Tender Offer being satisfied or waived, the Issuers will, after the Expiration Time (the "Final Acceptance Date"), accept for purchase all Notes validly tendered at or prior to the Expiration Time (and not validly withdrawn prior to the Withdrawal Deadline) (or if the Issuers have exercised their early purchase option described above, all Notes validly tendered after the Consent Payment Deadline and at or prior to the Expiration Time). The Issuers will pay the Total Consideration or the Tender Offer Consideration, as the case may be, for Notes accepted for purchase on the Final Acceptance Date on a date promptly following the Final Acceptance Date (the "Final Payment Date").
The Issuers' obligation to accept for purchase, and to pay for, Notes validly tendered and not validly withdrawn pursuant to the Tender Offer is conditioned upon the satisfaction or, when applicable, waiver of certain conditions, which are more fully described in the Offer Documents, including, among others, a financing condition as described in the Offer Documents. In addition, subject to applicable law, the Issuers reserve the right, in their sole discretion, to (i) extend, terminate or withdraw the Tender Offer or the Consent Solicitation at any time or (ii) otherwise amend the Tender Offer or the Consent Solicitation in any respect at any time and from time to time. The Issuers further reserve the right, in their sole discretion, not to accept any tenders of Notes or deliveries of consents for any reason. The Issuers are making the Tender Offer and the Consent Solicitation only in those jurisdictions where it is legal to do so.
J.P. Morgan Securities LLC is acting as dealer manager for the Tender Offer and solicitation agent for the Consent Solicitation and can be contacted at (800) 245-8812 (toll free) or (212) 270-1200 (collect) with questions regarding the Tender Offer and the Consent Solicitation.
Copies of the Offer Documents are available to holders of Notes from D.F. King & Co., Inc., the information agent and the tender agent for the Tender Offer and the Consent Solicitation. Requests for copies of the Offer Documents should be directed to D.F. King at (800) 758-5378 (toll free), (212) 269-5550 (collect) or firstname.lastname@example.org.
Neither the Offer Documents 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 Documents or any related documents, and it is unlawful and may be a criminal offense to make any representation to the contrary.
The Tender Offer and the Consent Solicitation are being made solely on the terms and conditions set forth in the Offer Documents. 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 the Issuers. This press release also is not a solicitation of consents to the proposed amendments to the Indenture. No recommendation is made as to whether holders of Notes should tender their Notes or deliver their consents. Holders of Notes should carefully read the Offer Documents because they contain important information, including the various terms and conditions of the Tender Offer and the Consent Solicitation.
About JBS USA
JBS USA, a wholly owned subsidiary of JBS, is a leading processor of beef, pork and lamb in the U.S. and a leading processor of beef and lamb in Australia. JBS USA processes, prepares, packages and delivers fresh, further-processed and value-added beef and pork products for sale to customers in more than 70 countries on six continents.
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 JBS 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 JBS and the Issuers undertake no obligation to update forward-looking statements to reflect events or circumstances after the date they were made.
SOURCE JBS USA, LLC