JBS S.A. Announces Early Tender Results Of Tender Offers For Its 10.50% Senior Notes Due 2016 And 10.25% Senior Notes Due 2016

SAO PAULO, June 25, 2014 /PRNewswire/ -- JBS S.A. ("JBS") announced today the early tender results in connection with its previously announced cash tender offers (the "Tender Offer") and related consent solicitations (the "Consent Solicitation" and, together with the Tender Offer, the "Offer") for (i) any and all of the outstanding $300,000,000 aggregate principal amount of 10.50% Senior Notes due 2016 of JBS and JBS Finance Ltd. (the "2016 Notes") and (ii) any and all of its outstanding $350,000,000 aggregate principal amount of 10.25% Senior Notes due 2016 (the "Bertin Notes" and, together with the 2016 Notes, the "Notes").  The early tender payment deadlines for each of the Tender Offers occurred at 5:00 p.m., New York City time, on June 24, 2014 (the "Early Tender Payment Deadline"). 

JBS has been advised that as of the Early Tender Payment Deadline: (i) $115,857,000 in aggregate principal amount of the 2016 Notes, representing approximately 38.6% of the outstanding 2016 Notes, and (ii) $147,066,000 in aggregate principal amount of the Bertin Notes, representing approximately 42.0% of the outstanding Bertin Notes, have been validly tendered (and not validly withdrawn) pursuant to the Tender Offer.  JBS intends to purchase all Notes validly tendered (and not validly withdrawn) at or prior to the Early Tender Payment Deadline, with such settlement date expected to be on or about June 25, 2014.

Holders of 2016 Notes who have validly tendered their 2016 Notes at or prior to the Early Tender Payment Deadline are eligible to receive the 2016 Notes Total Consideration described in the Offer Documents (as defined below), which includes an early tender payment, plus accrued and unpaid interest up to, but not including, the settlement date for the 2016 Notes.  JBS has not obtained the requisite consents for the execution of a supplemental indenture to amend the indenture governing the 2016 Notes, as set forth in the Offer to Purchase (as defined below).  Accordingly, a supplemental indenture to the indenture governing the 2016 Notes will not be executed. Any 2016 Notes not tendered and purchased pursuant to the Tender Offer for the 2016 Notes will remain outstanding and will be governed by the terms of the indenture governing the 2016 Notes.

Holders of Bertin Notes who have validly tendered their Bertin Notes at or prior to the Early Tender Payment Deadline are eligible to receive the Bertin Notes Total Consideration described in the Offer Documents, which includes an early tender payment, plus accrued and unpaid interest up to, but not including, the settlement date for the Bertin Notes.  JBS has not obtained the requisite consents for the execution of a supplemental indenture to amend the indenture governing the Bertin Notes, as set forth in the Offer to Purchase.  Accordingly, a supplemental indenture to the indenture governing the Bertin Notes will not be executed. Any Bertin Notes not tendered and purchased pursuant to the Tender Offer for the Bertin Notes will remain outstanding and will be governed by the terms of the indenture governing the Bertin Notes.

The terms and conditions of the Offer are described in the Offer to Purchase and Consent Solicitation Statement, dated June 11, 2014 (the "Offer to Purchase"), and the related Letter of Transmittal and Consent (together, the "Offer Documents") previously distributed to holders of the Notes.  JBS' obligation to purchase Notes in the applicable Tender Offer is conditioned on the satisfaction or waiver of certain conditions described in the Offer Documents, including the satisfaction of the Financing Condition (as defined in the Offer to Purchase).

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.  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 [email protected].

JBS reserves the right, in its sole discretion, not to accept any tenders of applicable Notes or deliveries of related consents for any reason.  JBS is making the applicable Tender Offer and the applicable Consent Solicitation only in those jurisdictions where it is legal to do so.   

Wells Fargo Securities, LLC is acting as dealer manager for the Offer and can be contacted at +1(866) 309-6316 (toll free) or +1 (704) 410-4760 (collect) with questions regarding the Offer.

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.

This announcement is not an offer to purchase, a solicitation of an offer to purchase or a solicitation of consents.  The Tender Offer and the Consent Solicitation are being made solely pursuant to the Offer Documents.  The Tender Offer and the Consent Solicitation are not being made to, nor will JBS accept tenders of Notes and deliveries of consents from, Holders in any jurisdiction in which the Tender Offer and the Consent Solicitation or the acceptance thereof would not be in compliance with the securities or blue sky laws of such jurisdiction.

About JBS

JBS is the world's largest protein company and processes, prepares, packages and delivers fresh, further processed and value-added beef, pork, lamb and poultry products in approximately 170 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 undertakes no obligation to update forward-looking statements to reflect events or circumstances after the date they were made.

SOURCE JBS S.A.