JBS USA Food Company Announces Commencement Of Tender Offer And Related Consent Solicitation For 7.250% Senior Notes Due 2021

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Apr 01, 2019, 09:12 ET

GREELEY, Colo., April 1, 2019 /PRNewswire/ -- JBS USA Food Company, an indirect, 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 7.250% Senior Notes due 2021 (the "Notes") issued by JBS USA Food Company, JBS USA Lux S.A. and JBS USA Finance, Inc. (collectively, the "Issuers") on the terms and subject to the conditions set forth in the Offer to Purchase and Consent Solicitation Statement, dated April 1, 2019 (the "Offer to Purchase").

In conjunction with the Tender Offer for the Notes, JBS USA Food Company is also soliciting consents (the "Consent Solicitation") from the holders of the Notes for the adoption of proposed amendments (the "Proposed Amendments") which would eliminate substantially all of the restrictive covenants and certain events of default and related provisions contained in the applicable indenture governing the Notes.

The Tender Offer and the Consent Solicitation are being made pursuant to an Offer to Purchase and Consent Solicitation Statement, dated April 1, 2019, which contain detailed information concerning the terms of the Tender Offer and the Consent Solicitation (the "Offer to Purchase").

Holders who tender Notes must also consent to the Proposed Amendments to the indenture governing the Notes. Holders of Notes may not deliver consents to the Proposed Amendments without validly tendering the Notes in the Tender Offer and may not revoke their consents without withdrawing the previously tendered Notes to which they relate. The Proposed Amendments will be set forth in a supplemental indenture relating to the Notes and are described in more detail in the Offer to Purchase. Adoption of the Proposed Amendments requires the delivery of consents by holders of Notes of a majority of the aggregate outstanding principal amount of Notes (not including any Notes which are owned by JBS USA Food Company or any of its affiliates).

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 Early Tender Payment (as defined below), will be 5:00 p.m., New York City time, on April 12, 2019, unless extended or earlier terminated by JBS USA Food Company (such date and time, as the same may be modified, the "Early Tender Payment Deadline"). The Tender Offer will expire at 11:59 p.m., New York City time, on April 29, 2019, unless extended or earlier terminated by JBS USA Food Company (such date and time, as the same may be modified, the "Expiration Time"). Notes tendered may be withdrawn and consents for the Proposed Amendments delivered may be revoked at any time prior to the execution and delivery of the supplemental indenture by JBS USA Lux S.A. and the trustee under the Indenture, which is expected to be promptly following the Early Tender Payment Deadline (the date and time of such execution and delivery, the "Withdrawal Deadline"), but not thereafter, unless required by applicable law.

The total consideration payable to Holders for each $1,000 principal amount of Notes validly tendered and purchased pursuant to the Tender Offer will be $1,005 (the "Total Consideration"). The Total Consideration includes an early tender payment of $30.00 per $1,000 principal amount of Notes (the "Early Tender Payment") payable only to holders of Notes who validly tender (and do not withdraw) their Notes and validly deliver (and do not revoke) the related consents at or prior to the Early Tender Payment Deadline. Holders who validly tender (and do not withdraw) their Notes after the Early Tender Payment Deadline but at or prior to the Expiration Time will be eligible to receive $975 per $1,000 principal amount of Notes (the "Tender Offer Consideration"), which amount will be equal to the Total Consideration less the Early Tender Payment. In addition, JBS USA Food Company will pay accrued and unpaid interest on the principal amount of Notes accepted for purchase from the most recent interest payment date on the Notes to, but not including, the applicable settlement date for such Notes (the "Accrued Interest"). Payment in cash of an amount equal to the Total Consideration, plus Accrued Interest, for such accepted Notes will be made on the early settlement date, which is expected to be one business day after the Early Tender Payment Deadline, which is currently expected to be April 15, 2019.

The obligation of JBS USA Food Company 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 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, 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. JBS USA Food Company further reserves the right, in its sole discretion, not to accept any tenders of Notes or deliveries of consents. JBS USA Food Company is making the Tender Offer and the Consent Solicitation only in those jurisdictions where it is legal to do so.

Following the consummation of the Tender Offer and subject to the satisfaction of the financing condition as described in the Offer to Purchase, JBS USA Food Company currently intends to redeem any Notes that remain outstanding on June 1, 2019 in accordance with the "optional redemption" provision in the indenture governing the Notes, at a redemption price equal to 100.0% of the aggregate principal amount of the Notes, plus accrued and unpaid interest up to the date of redemption. However, there can be no assurance as to whether JBS USA Food Company will in fact pursue such "optional redemption."

Barclays Capital Inc. is acting as dealer manager for the Tender Offer and the solicitation agent for the Consent Solicitation and can be contacted at (800) 438-3242 (toll free) or (212) 528-7581 with questions regarding the Tender Offer 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 Offer and the Consent Solicitation. Requests for copies of the Offer to Purchase should be directed to D.F. King at (877) 536-1559 (toll free), (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 Offer and the Consent Solicitation are being 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 or any of its subsidiaries, including the Issuer. The Tender Offer and the Consent Solicitation are not being made to, nor will JBS USA Food Company accept tenders of Notes or accept 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 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 Notes. No recommendation is made as to whether holders should tender their Notes or deliver their consents with respect to the Notes. Holders should carefully read the Offer to Purchase because they contain important information, including the various terms and conditions of the Tender Offer 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 of 1933, as amended and Section 21E of the United States Exchange Act of 1934.. 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 USA Lux S.A. 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 USA Food Company undertakes no obligation to update forward-looking statements to reflect events or circumstances after the date they were made.

JBS USA Lux S.A. is a leading processor of beef and pork in the United States, the number one processor of beef in Australia in terms of daily slaughtering capacity, and the number two processor of chicken in the U.S. and U.K. through its subsidiary, Pilgrim's Pride Corporation. JBS USA Lux S.A. processes, prepares, packages and delivers fresh, processed and value-added beef, pork, chicken, and lamb products for sale to customers in the United States and international markets. In addition to the U.S. and Australia, JBS USA Lux S.A. has processing facilities in Canada (beef), Europe (chicken) and Mexico (chicken).