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JBS USA LUX S.A. ANNOUNCES AMENDMENTS TO 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 – PR Newswire

, /PRNewswire/ — JBS USA Lux S.A. (the “Company“) today announced that it has amended certain terms of its previously announced 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 (together, the “Existing Notes“) issued by JBS USA Food Company (originally issued by JBS Finance Luxembourg S.à 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, and related consent solicitations (each, a “Consent Solicitation” and, together, the “Consent Solicitations“) to adopt certain proposed amendments to each of the indentures governing the Existing Notes (the “Proposed Amendments“).

Given the high level of participation rate that the Company has already achieved in the Exchange Offers and at the request of certain Eligible Holders of the Existing Notes who were unable to tender their Existing Notes at or prior to the Early Tender Date due to logistical or other reasons, the Company has agreed as a one-time accommodation to (i) extend the expiration date for the Exchange Offers and Consent Solicitations to 11:59 p.m., New York City time, on September 12, 2022, unless extended by the Company (such date and time, as the same may be extended, the “New Expiration Date“) and (ii) make the applicable Total Exchange Consideration available to all Eligible Holders that tender Existing Notes for exchange in the Exchange Offers and deliver consents to the applicable Proposed Amendments in the Consent Solicitations at or prior to the New Expiration Date. 

The “Settlement Date” for Eligible Holders who tender Existing Notes for exchange in the Exchange Offers after the Early Tender Date and at or prior to 5:00 p.m., New York City time, on August 30, 2022 (such time and date, as the same may be extended, the “Fungibility Tender Date“) will occur on August 31, 2022, unless otherwise designated by the Company (such date and time as the same may be amended, the “Fungibility Settlement Date“). 

The “Final Settlement Date” for Eligible Holders who tender Existing Notes for exchange in the Exchange Offers after the Fungibility Tender Date and at or prior to the Expiration Date is expected to occur three business days after the Expiration Date, or as promptly as practicable thereafter (the “Final Settlement Date“).

Any Existing Notes tendered after the Fungibility Tender Date and at or prior to the New Expiration Date may not be fungible for U.S. federal income tax purposes with the New Notes issued on the Early Settlement Date and the Fungibility Settlement Date.  In addition, any New Notes issued after the Fungibility Tender Date and at or prior to the New Expiration Date may have different CUSIPs and ISINs than the New Notes issued on the Early Settlement Date and the Fungibility Settlement Date.

As of 9:00 a.m., New York City time, on August 29, 2022, the following principal amounts of each series of the Existing Notes have been validly tendered:

Title of Series

CUSIP/ISIN

Numbers of

Existing Notes

Aggregate

Principal

Amount

Outstanding

Existing Notes Tendered




Principal

Amount

Percentage

2.500% Senior Notes due

2027

46592QAB5 and

US46592QAB59/

L5S59NAB1 and

USL5S59AB13

U.S.$1,000.0

million

U.S.$909,140,000

90.91 %

3.625% Sustainability-Linked

Senior Notes due 2032

46592QAA7 and

L5S59NAA3/

US46592QAA76 and

USL5S59NAA30

U.S.$1,000.0

million

U.S.$920,277,000

92.02 %

A supplemental indenture with respect to each series of Existing Notes giving effect to the Proposed Amendments has been executed.  The Proposed Amendments became operative with respect to each series of Existing Notes on August 19, 2022.

Holders who validly tendered their Existing Notes at or prior to the date of the press release do not need to take any action.

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.  However, holders of the New Notes will benefit from the registration rights set forth in the registration rights agreement entered into by the Company pursuant to which the Company agreed 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 New Notes of each series for the same principal amount of exchange notes of the same series, which will have terms identical in all material respects to such series of New Notes, except that the exchange notes will not contain transfer restrictions, and (ii) consummate such exchange offer within 365 days of entering into the registration rights agreement.

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 (as supplemented by the supplement to the offering memorandum and consent solicitation statement, dated August 11, 2022 and as amended as described herein, the “Offering Memorandum and Consent Solicitation Statement“).  Other than the amendments described above, the other terms of the Exchange Offers and the Consent Solicitations remain as set forth in the Offering Memorandum and Consent Solicitation Statement.  All capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Offering Memorandum and Consent Solicitation Statement.

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.”  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.

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.

SOURCE JBS USA Lux S.A.

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