GREELEY, Colo., June 26, 2024 /PRNewswire/ -- JBS USA Food Company announced today the total consideration payable in connection with its previously announced tender offers to purchase for cash, for a combined aggregate purchase price, excluding accrued and unpaid interest, of $500.0 million (the "Maximum Amount"): (i) up to $400.0 million aggregate purchase price of its 6.500% Senior Notes due 2029 (the "2029 Notes") and 5.750% Senior Notes due 2033 (the "2033 Notes"); and (ii) up to the Maximum Amount of its 6.750% Senior Notes due 2034 (the "2034 Notes" and, collectively with the 2029 Notes and the 2033 Notes, the "Notes"), subject to prioritized acceptance levels listed in the table below (the "Acceptance Priority Levels") and the terms and conditions of the tender offers.

The table below sets forth, among other things, the aggregate principal amount of each series of Notes validly tendered and not validly withdrawn as of 5:00 p.m., New York City time, on June 25, 2024 (such date and time, the "Early Tender Date") and expected to be accepted for purchase in each tender offer and the Total Consideration for each series of such Notes, as calculated at 10:00 a.m., New York City time, June 26, 2024.

The tender offers are being made upon the terms, and subject to the conditions, previously described in the offer to purchase, dated June 11, 2024 (the "Offer to Purchase"). JBS USA Food Company refers investors to the Offer to Purchase for the complete terms and conditions of the tender offers.

Withdrawal rights for the Notes expired on the Early Tender Date. JBS USA Food Company expects to elect to exercise its right to make payment on June 28, 2024 (the "Early Settlement Date") for Notes that were validly tendered prior to or at the Early Tender Date and that are accepted for purchase. JBS USA Food Company (or one of its affiliates) intends to fund the purchase of validly tendered and accepted Notes on the Early Settlement Date with cash on hand.

Because the Pool 1 Notes validly tendered and not validly withdrawn prior to or at the Early Tender Date have an aggregate purchase price, excluding accrued and unpaid interest, that exceeds the Pool 1 Tender Cap, JBS USA Food Company does not expect to accept for purchase all Pool 1 Notes that have been validly tendered and not validly withdrawn prior to or at the Early Tender Date. Rather, subject to the Pool 1 Tender Cap, the Maximum Amount and the Acceptance Priority Levels set forth in the table above, in each case as further described in the Offer to Purchase, JBS USA Food Company expects to accept for purchase (i) all of the 2029 Notes validly tendered and not validly withdrawn prior to or at the Early Tender Date and (ii) $387,993,000 aggregate principal amount of the 2033 Notes validly tendered and not validly withdrawn prior to or at the Early Tender Date on a prorated basis using a proration factor of approximately 27.4%. As described further in the Offer to Purchase, Pool 1 Notes tendered and not accepted for purchase will be promptly credited to the tendering holder's account. Additionally, because the Pool 1 Notes validly tendered and not validly withdrawn prior to or at the Early Tender Date have an aggregate purchase price, excluding accrued and unpaid interest, that exceeds the Pool 1 Tender Cap, JBS USA Food Company does not expect to accept for purchase any Pool 1 Notes tendered after the Early Tender Date on a subsequent settlement date.

Because the (i) Pool 1 Notes validly tendered and not validly withdrawn prior to or at the Early Tender Date have an aggregate purchase price, excluding accrued and unpaid interest, that exceeds the Pool 1 Tender Cap and (ii) 2034 Notes validly tendered and not validly withdrawn prior to or at the Early Tender Date have an aggregate purchase price, excluding accrued and unpaid interest, that exceeds $100.0 million, JBS USA Food Company does not expect to accept for purchase all 2034 Notes that have been validly tendered and not validly withdrawn prior to or at the Early Tender Date. Rather, subject to the Pool 1 Tender Cap, the Maximum Amount and the Acceptance Priority Levels set forth in the table above, in each case as further described in the Offer to Purchase, JBS USA Food Company expects to accept for purchase $92,954,000 aggregate principal amount of the 2034 Notes validly tendered and not validly withdrawn prior to or at the Early Tender Date on a prorated basis using a proration factor of approximately 7.2%. As described further in the Offer to Purchase, 2034 Notes tendered and not accepted for purchase will be promptly credited to the tendering holder's account. Additionally, because the (i) Pool 1 Notes validly tendered and not validly withdrawn prior to or at the Early Tender Date have an aggregate purchase price, excluding accrued and unpaid interest, that exceeds the Pool 1 Tender Cap and (ii) 2034 Notes validly tendered and not validly withdrawn prior to or at the Early Tender Date have an aggregate purchase price, excluding accrued and unpaid interest, that exceeds $100.0 million, JBS USA Food Company does not expect to accept for purchase any 2034 Notes tendered after the Early Tender Date on a subsequent settlement date.

The applicable Total Consideration listed in the table above will be paid per $1,000 principal amount of each series of Notes validly tendered and accepted for purchase pursuant to the applicable tender offer on the Early Settlement Date. Only holders of Notes who validly tendered and did not validly withdraw their Notes prior to or at the Early Tender Date are eligible to receive the applicable Total Consideration for Notes accepted for purchase. Holders will also receive accrued and unpaid interest on Notes validly tendered and accepted for purchase from the applicable last interest payment date up to, but not including, the Early Settlement Date.

JBS USA Food Company's obligation to accept for payment and to pay for Notes validly tendered and not validly withdrawn in the tender offers is subject to the satisfaction of certain conditions described in the Offer to Purchase. JBS USA Food Company reserves the right, subject to applicable law, to (i) waive any and all conditions to any of the tender offers, (ii) extend or terminate any of the tender offers, (iii) increase or decrease the Maximum Amount and/or increase, decrease or eliminate the Pool 1 Tender Cap, or (iv) otherwise amend any of the tender offers. JBS USA Food Company may take any action described in clauses (i) through (iv) above with respect to one or more tender offers without having to do so for all tender offers.

Information Relating to the Tender Offers

BMO Capital Markets Corp., Citigroup Global Markets Inc., Mizuho Securities USA LLC and RBC Capital Markets, LLC are the dealer managers for the tender offers. Investors with questions regarding the terms and conditions of the tender offers may contact BMO Capital Markets Corp. at (833) 418-0762 (toll-free) or (212) 702-1840 (collect) or by email at LiabilityManagement@bmo.com, Citigroup Global Markets Inc. at (800) 558-3745 (toll-free) or (212) 723-6106 (collect) or by email at ny.liabilitymanagement@citi.com, Mizuho Securities USA LLC at (866) 271-7403 (toll-free) or (212) 205-7736 (collect) and RBC Capital Markets, LLC at (877) 381-2099 (toll-free) or (212) 618-7843 (collect) or by email at liability.management@rbccm.com.

D.F. King & Co., Inc. is the tender and information agent for the tender offers. Investors with questions regarding the procedures for tendering Notes may contact the tender and information agent by email at jbs@dfking.com, or by phone at (212) 269-5550 (for banks and brokers only) or (800) 967-4614 (for all others, toll-free). Beneficial owners may also contact their broker, dealer, commercial bank, trust company or other nominee for assistance.

The full details of the tender offers, including complete instructions on how to tender Notes, are included in the Offer to Purchase. The Offer to Purchase may be obtained from D.F. King & Co., Inc., free of charge, by calling (212) 269-5550 (for banks and brokers only) or (800) 967-4614 (for all others, toll-free) or by email at jbs@dfking.com.

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 offers are being made solely on the terms and conditions set forth in the Offer to Purchase. Under no circumstances shall this news release constitute an offer to buy or the solicitation of an offer to sell the Notes or any other securities of JBS S.A. or any of its subsidiaries, including JBS USA Food Company. The tender offers are not being made to, nor will JBS USA Food Company accept tenders of Notes from, holders in any jurisdiction in which the tender offer or the acceptance thereof would not be in compliance with the securities or blue sky laws of such jurisdiction. No recommendation is made as to whether holders should tender their Notes. Holders should (i) carefully read the Offer to Purchase because it contains important information, including the various terms and conditions of the tender offer, (ii) consult their own investment and tax advisors and (iii) make their own decisions whether to tender Notes in the tender offers, and, if so, the principal amount of Notes to tender.

Important Notice Regarding Forward-Looking Statements

This news release includes statements reflecting assumptions, expectations, intentions or beliefs about future events that are intended as "forward-looking statements" as defined under the Private Securities Litigation Reform Act of 1995. All statements included in this news release, other than statements of historical fact, that address activities, events or developments that JBS USA Food Company's management expect, believe or anticipate will or may occur in the future are forward-looking statements. These statements represent JBS USA Food Company's reasonable judgment on the future based on various factors and using numerous assumptions and are subject to known and unknown risks, uncertainties and other factors that could cause JBS USA Food Company's actual results and financial position to differ materially from those contemplated by the statements. Forward-looking statements in this news release are identified by words such as "may" or "will", or similar expressions and include suggestions of future outcomes, including statements about: the purchase of the Notes and the timing thereof; the expected source of funds for the tender offers; the deadlines, determination dates and settlement dates regarding the tender offers; increasing or decreasing the Maximum Amount and/or increasing, decreasing or eliminating the Pool 1 Tender Cap; the payment of accrued and unpaid interest; the use of a proration factor in respect of the 2033 Notes and the 2034 Notes; and the series of Notes to be accepted for purchase pursuant to the tender offers. 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.

About JBS USA Food Company

JBS USA Food Company is a wholly-owned subsidiary of JBS S.A., a guarantor of the Notes and the largest protein company and one of the largest food companies in the world in terms of net revenue. In terms of daily production capacity, JBS S.A. is the leading global beef and poultry producer, the second-largest global pork producer, a leading lamb producer and a leading regional fish producer. JBS S.A. sells its products to more than 300,000 customers worldwide in approximately 190 countries on six continents.

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SOURCE JBS USA Food Company