GREELEY, Colo., Aug 2, 2022 /PRNewswire/ — JBS USES Lux SA (“JBS USES“) announced today that it is soliciting consents (the “Consent“) from the holders of each of its (i) 6.50% Senior Notes due 2029 (the “6.50% 2029 Notes“), (ii) 5,500% Senior Notes due 2030 (the “2030 notes“), (iii) 3.750% Senior Notes due 2031 (the “2031 notes“), (iv) 3.000% Senior Notes due 2029 (the “3,000% 2029 Notes“), (v) 3.000% Sustainability-Linked Senior Notes due 2032 (the “2032 notes“), and (vi) 4.375% Senior Notes due 2052 (the “2052 notes“and, collectively with the 6.50% 2029 Notes, the 2030 Notes, the 2031 Notes, the 3.000% 2029 Notes, and the 2032 Notes, the “notes“), each issued by JBS USESJBS USES Finance, Inc. (“JBS USES Finance“), and JBS USES Food Company (“JBS USES Food Company“and, collectively with JBS USES and JBS USES Finance, the “Issuers“) to certain proposed amendments as set forth below (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 Request“and, collectively, the”Consent Requests“). The Proposed Amendments are described in greater detail in the Consent Solicitation Statement (as defined below).
JBS USES is seeking the Proposed Amendments in order to conform certain provisions and restrictive covenants (and definitions related thereto) applicable to JBS USES and its restricted subsidiaries and JBS SA and its restricted subsidiaries, in each case, in each Indenture to the corresponding provisions and restrictive covenants (and definitions related thereto) (the “New JBS USES covenants“) set forth in each indenture, dated June 21, 2022 (collectively, the “New JBS USES Indenture“), governing the Issuers’ U.S.$500.0 million aggregate principal amount of 5.125% Senior Notes due 2028, US$1,250.0 million aggregate principal amount of 5.750% Senior Notes due 2033 and US$750.0 million aggregate principal amount of 6.500% Senior Notes due 2052 (collectively, the “New JBS USES notes“).
In order to execute and deliver the applicable Supplemental Indentures (as defined below) as contemplated by the related Proposed Amendments, JBS USES must receive the applicable Consents from the applicable holders as of the Record Date (as defined below) representing a majority of the aggregate principal amount of the applicable series of Notes (not including any such Notes that are owned by the Issuers or any of their respective affiliates) (with respect to each series of Notes, the “Requirement Consents“). Each Consent Solicitation constitutes separate and distinct solicitations with respect to each series of Notes.
Only holders of the applicable Notes as of 5:00 pm (New York City time) on August 1, 2022 (such date and time, including as such date and time may be changed by JBS USES from time to time, the “record date“) are entitled to consent to the applicable Proposed Amendments. In order to implement the applicable Proposed Amendments, supplemental indentures to the applicable Indenture will be entered into by the applicable parties (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 Solicitation Statements are satisfied or waived, then (i) holders who validly deliver (and not revoke) their Consents to the applicable Proposed Amendments will receive a cash payment equal to: (1) US$1.00 per US$1,000 principal amount of the (x) 6.50% Senior Notes due 2029, (y) 2030 Notes and (z) 2031 Notes and (2) US$0.50 per US$1,000 principal amount of the (x) 3.000% Senior Notes due 2029 (y) 2032 Notes and (z) 2052 Notes, in respect of which such Consents have been validly delivered (and not revoked) prior to the applicable Expiration Time and (ii) Holders of such series of Notes will benefit from the registration rights set forth in the applicable registration rights agreement with respect to such series of Notes. Holders will be permitted to revoke applicable Consents at any time prior to the execution and delivery of the applicable Expiration Time.
Subject to the terms and conditions described in the Consent Solicitation, JBS USES will enter into a registration rights agreement pursuant to which JBS USES will agree to use its commercially reasonable efforts to (i) file an exchange offer registration statement with the US Securities and Exchange Commission to allow holders to exchange Notes of each series for the same principal amount of exchange notes of the same series, which will have identical terms in all material respects to such series of Notes, except that the exchange notes will not contain transfer restrictions, and (ii) consummate such exchange offer within 365 days of entering into the applicable registration rights agreement.
Concurrently with the Consent Solicitations, JBS USES commenced offers to exchange (each, a “JBS SA Exchange Offer“and, together, the”JBS SA Exchange Offers“) any and all of JBS USES Food Company’s outstanding (together, the “JBS SA Notes“) (1) US$1,000.0 million aggregate principal amount of 2.500% Senior Notes due 2027 and (2) US$1,000.0 million aggregate principal amount of 3.625% Sustainability-Linked Senior Notes due 2032 in exchange for new notes issued by the Issuers and guaranteed by each of the guarantors that guarantees the Notes. The JBS SA Notes are guaranteed by JBS SA The indentures governing the new notes issued in connection with the JBS SA Exchange Offers will conform to the New JBS USES Covenants set forth in the New JBS USES Indenture. In conjunction with the JBS SA Exchange Offers, JBS USES Food Company is soliciting consents to adopt certain proposed amendments to each of the indentures governing the JBS SA Notes to eliminate certain of the restrictive covenants, events of default and related provisions and definitions therein from such indentures.
The Consent Solicitations are not conditioned on the consummation of either of the JBS SA Exchange Offers. The JBS SA Exchange Offers are being made under a separate exchange offering memorandum addressed to holders of the JBS SA Notes and are not part of the Consent Solicitations
Holders of the Notes are referred to the consent solicitation statement of JBS USESdated August 2, 2022 (the “Consent Request Statement“) for the detailed terms and conditions of each of the Consent Requests with respect to the Notes. The Consent Request will expire at 5:00 pm (New York City time) on August 15, 2022unless extended by JBS USES (such date and time, as the same may be extended, is referred to as the “Expiration Time“). Each Consent Request is made solely by means of the Consent Request Statement. These materials contain important information that holders of Notes should carefully read before any decision is made with respect to the applicable Consent Request.
Our obligation to accept, and pay for, Consents validly delivered and not revoked is conditioned upon satisfaction of certain conditions as described in the applicable Consent Solicitation Statement, including the receipt of the Requisite Consents from each series of Notes. JBS USES may, in its sole discretion, terminate any Consent Request, allow any Consent Request to lapse, extend any Consent Request and continue soliciting Consents pursuant to any Consent Request or otherwise amend the terms of any Consent Request, including the waiver of any or all of the conditions set forth in the applicable Consent Solicitation Statement.
The Consent Solicitations are not conditioned on the consummation of either of the JBS SA Exchange Offers. The JBS SA Exchange Offers are being made under a separate exchange offering memorandum addressed to holders of the JBS SA Notes and are not part of the Consent Solicitations.
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) 967-7574
E-mail: [email protected]
Any questions or requests for assistance or for copies of the Consent Solicitation Statements may be directed to the Information Agent at its telephone numbers set forth above. The Consent Solicitation Statement and other related documents are available electronically at www.dfking.com/jbs-consent.
A holder as of the Record Date also may contact the Solicitation Agents: Barclays Capital Inc., BMO Capital Markets Corp., Mizuho Securities USES LLC, RBC Capital Markets, LLC and Truist Securities, Inc. at the numbers listed below, or such holder’s broker, dealer, commercial bank, trust company or other nominee for assistance concerning the Consent Solicitations.
Barclays Capital Inc.
Banks and Brokers call: +1 (212) 528-7581 (collect)
All others call toll-free: +1 (800) 438-3242
BMO Capital Markets Corp.
Banks and Brokers call: +1 (212) 702-1840 (collect)
All others call toll-free: +1 (833) 418-0762
Mizuho Securities USES LLC
Banks and Brokers call: +1 (212) 205-7736 (collect)
All others call toll-free: +1 (866) 271-7403
RBC Capital Markets, LLC
Banks and Brokers call: +1 (212) 618-7843
All others call toll-free: +1 (877) 381-2099
Truist Securities, Inc.
Call: +1 (800) 685-4786
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 NOTES 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 USES 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 USES undertakes no obligation to update forward-looking statements to reflect events or circumstances after the date they were made.
About JBS USES Lux SA
JBS USES Lux SA is one of the world’s largest producers of beef, pork, chicken and packaged food products. In terms of daily production capacity, JBS USES Lux SA is among the leading beef producers and the second-largest pork and chicken producer in the United States. In AustraliaJBS USES Lux SA is the leading producer of beef, lamb and packaged foods and the second largest producer of salmon. JBS USES Lux SA 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 USES Lux SA is an indirect, wholly-owned subsidiary of JBS SA, the largest protein company and the largest food company in the world in terms of net revenue.
SOURCEJBS USES Lux SA