JBS S.A. and JBS USA, LLC Announce Commencement of Consent Solicitations for Each of the 11.625% Notes Due 2014, 10.50% Notes Due 2016 and 10.25% Notes Due 2016
19 Apr, 2012, 08:39 ET
SAO PAULO and GREELEY, Colo., April 19, 2012 /PRNewswire/ -- JBS S.A. ("JBS") and JBS USA, LLC ("JBS USA") announced today that they are soliciting consents (with respect to each series of Notes (as defined below), the "Consents") from the holders of the 11.625% Notes due 2014 (the "11.625% Notes") issued by JBS USA and JBS USA Finance, Inc. (together, the "JBS USA Issuers"), of which U.S.$700.0 million in aggregate principal amount is outstanding, the 10.50% Notes due 2016 (the "10.50% Notes") issued by JBS and JBS Finance Ltd., of which U.S.$300.0 million in aggregate principal amount is outstanding, and the 10.25% Notes due 2016 (the "10.25% Notes" and, together with the 11.625% Notes and the 10.50% Notes, the "Notes") issued by JBS (as the surviving entity following its merger with Bertin S.A.), of which U.S.$350.0 million in aggregate principal amount is outstanding, to certain proposed amendments (with respect to each series of Notes, the "Proposed Amendments") to the indentures governing each series of Notes (with respect to each series of Notes, an "Indenture" and, collectively, the "Indentures") (with respect to each series of Notes, a "Consent Solicitation" and, collectively, the "Consent Solicitations").
Each of the Proposed Amendments amend the restricted payments covenant to permit restricted payments to be made with the equity interests and/or assets of any non-essential subsidiaries of JBS, provided that such restricted payments will not exceed 2% of JBS' total consolidated revenues. As a result, the Proposed Amendments will permit restricted payments to be made with all of the equity interests (and rights related thereto) of Vigor Alimentos S.A. ("Vigor"), a wholly-owned subsidiary of JBS, including in connection with JBS' planned voluntary, public tender offer directed at all shareholders of JBS for the exchange of common shares issued by JBS for common shares issued by Vigor. Each of the 8.25% Notes due 2018 issued by JBS Finance II Ltd., the 8.250% Senior Notes due 2020 issued by the JBS USA Issuers and the 7.250% Senior Notes due 2021 issued by the JBS USA Issuers contain an identical exception in the restricted payments covenant to permit such restricted payments. The Proposed Amendments with respect to the 10.25% Notes and the 10.50% Notes also amend the transactions with affiliates covenant so that such covenant does not restrict any restricted payment permitted pursuant to the restricted payments covenant.
Holders of Notes are referred to the consent solicitation statement, dated April 19, 2012, and the related consent letter (together, the "Consent Documents") for the detailed terms and conditions of each of the Consent Solicitations. Each Consent Solicitation was commenced today and will expire at 5:00 p.m. (New York City time) on May 3, 2012, unless extended by the applicable issuer(s) (each such date and time, as the same may be extended by the applicable issuer(s), is referred to as the "Expiration Time"). Each Consent Solicitation is made solely by means of the Consent Documents. These materials contain important information that holders of Notes should carefully read before any decision is made with respect to the applicable Consent Solicitation.
Only holders of the applicable Notes as of 5:00 p.m. (New York City time) on April 18, 2012 (such date and time, including as such date and time may be changed by the applicable issuer(s) from time to time, the "Record Date") are entitled to consent to the applicable Proposed Amendments. In order to implement the applicable Proposed Amendments, the applicable issuer(s) and the applicable trustee will enter into a supplemental indenture to the applicable Indenture (with respect to each series of Notes, a "Supplemental Indenture" and, collectively, the "Supplemental Indentures"). For each series of Notes, if the applicable Supplemental Indenture is executed and the other terms and conditions set forth in the Consent Documents are satisfied or waived, then holders of such Notes as of the Record Date will receive a cash payment equal to U.S.$5.00 per U.S.$1,000 principal amount of such Notes in respect of which consent letters and Consents to the applicable Proposed Amendments have been validly delivered prior to the applicable Expiration Time and not validly revoked by such holder. Holders will be permitted to revoke applicable Consents at any time prior to the execution and delivery of the related Supplemental Indenture, which may occur prior to the applicable Expiration Time.
In order to execute and deliver the applicable Supplemental Indenture as contemplated by the related Proposed Amendments, the applicable issuer(s) must receive Consents from the applicable holders as of the Record Date representing at least a majority of the aggregate principal amount of the applicable Notes (not including any such Notes that are owned by JBS or any of its affiliates).
Each of the issuers reserves the right, in its sole discretion, to modify the Consent Documents and the terms and conditions of its respective Consent Solicitation or to terminate its respective Consent Solicitation at any time.
The Information Agent for each Consent Solicitation is:
D.F. King & Co., Inc.
Banks and Brokers call: +1 (212) 269-5550 (collect)
All others call toll-free: +1 (800) 431-9645
E-mail: [email protected]
Any questions or requests for assistance or for copies of the Consent Documents or related documents may be directed to the Information Agent at its telephone number set forth above. A holder as of the Record Date also may contact the Solicitation Agent, J.P. Morgan Securities LLC, with respect to the 11.625% Notes, at (800) 245-8812 (toll free) or (212) 270-1200 (collect) and, with respect to the 10.25% Notes and the 10.50% Notes, at (866) 846-2874 (toll free) or (212) 834-2052 (collect), or such holder's broker, dealer, commercial bank, trust company or other nominee for assistance concerning the Consent Solicitations.
THIS PRESS RELEASE IS NEITHER AN OFFER TO SELL NOR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITY. THIS ANNOUNCEMENT IS ALSO NOT A SOLICITATION OF CONSENTS TO ANY PROPOSED AMENDMENTS. NO RECOMMENDATION IS MADE AS TO WHETHER HOLDERS OF THE SECURITIES SHOULD CONSENT TO ANY PROPOSED AMENDMENTS.
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 undertakes no obligation to update forward-looking statements to reflect events or circumstances after the date they were made.
SOURCE JBS S.A.
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