JBS SA And JBS USA Lux SA Announce Consent Solicitations For Each Of The 7.000% Senior Notes Due 2026 And 5.750% Senior Notes Due 2028 Of JBS USA Food Company And Each Of The 6.750% Senior Notes Due 2028, 6.500% Senior Notes Due 20 – PRNewswire

SÃO PAULO and GREELEY, Colo., June 21, 2021 /PRNewswire/ — JBS S.A. (“JBS S.A.“) and JBS USA Lux S.A. (“JBS USA“) announced today that (i) JBS S.A. is soliciting consents (with respect to each series of JBS S.A. Notes (as defined below), the “JBS S.A. Consents“) from the holders of each of the 7.000% Senior Notes due 2026 and 5.750% Senior Notes due 2028 issued by JBS USA Food Company (as substituted issuer of JBS Investments II GmbH) (together, the “JBS S.A. Notes“) and (ii) JBS USA is soliciting consents (with respect to each series of JBS USA Notes (as defined below), the “JBS USA Consents” and, together with the JBS S.A. Consents, the “Consents“) from the holders of each of the 6.750% Senior Notes due 2028, 6.500% Senior Notes due 2029 and 5.500% Senior Notes due 2030 issued by JBS USA, JBS USA Finance, Inc. and JBS USA Food Company (collectively, the “JBS USA Notes” and, collectively with the JBS S.A. Notes, the “Notes“) 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 Solicitation” and, collectively, the “Consent Solicitations“).

JBS S.A. is seeking the Proposed Amendments in order to conform certain provisions and restrictive covenants (and definitions related thereto) of the Indentures governing the JBS S.A. Notes to the corresponding provisions and restrictive covenants (and definitions related thereto) set forth in the indenture governing JBS Finance Luxembourg S.à r.l.’s 3.625% Sustainability-Linked Senior Notes due 2032, which are guaranteed by JBS S.A. (the “New JBS S.A. Notes“).  The Proposed Amendments are described in greater detail in the JBS S.A. Consent Solicitation Statement (as defined below).

JBS USA is seeking the Proposed Amendments in order to conform certain provisions and restrictive covenants (and definitions related thereto) of the Indentures governing the JBS USA Notes to the corresponding provisions and restrictive covenants (and definitions related thereto) set forth in the indenture governing JBS USA’s 3.750% Senior Notes due 2031 (the “New JBS USA Notes“).  The Proposed Amendments are described in greater detail in the JBS USA Consent Solicitation Statement (as defined below).

In order to execute and deliver the applicable Supplemental Indenture (as defined below) as contemplated by the related Proposed Amendments, JBS S.A. or JBS USA, as applicable, 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 JBS S.A., JBS USA, or any of their respective affiliates) (with respect to each series of Notes, the “Requisite Consents“).  Each Consent Solicitation constitutes separate and distinct solicitations with respect to each series of Notes.

Concurrently with the Consent Solicitations, JBS USA is seeking a substantially similar conforming amendment as is being solicited pursuant to the JBS USA Consent Solicitation Statement from the lenders under its (i) term loan credit agreement, dated as of May 27, 2011, among JBS USA, the credit parties signatory thereto, Barclays Bank Plc, as administrative agent, and the lenders signatory thereto (as amended, supplemented or otherwise modified, the “Term Loan Credit Agreement“) and (ii) revolving syndicated facility agreement, dated October 12, 2018, among JBS USA, JBS USA Food Company, JBS Australia PTY Limited and JBS Food Canada ULC, the other credit parties signatory thereto, the lenders party thereto, Royal Bank of Canada, as administrative agent, Australian administrative agent, and Canadian Administrative Agent (as amended, supplemented or otherwise modified, the “ABL Revolving Credit Agreement” and, together with the Term Loan Credit Agreement, the “Credit Agreements“).

Holders of the JBS S.A. Notes are referred to the consent solicitation statement of JBS S.A., dated June 21, 2021 (the “JBS S.A. Consent Solicitation Statement“) for the detailed terms and conditions of each of the Consent Solicitations with respect to the JBS S.A. Notes.  Holders of the JBS USA Notes are referred to the consent solicitation statement of JBS USA, dated June 21, 2021 (the “JBS USA Consent Solicitation Statement” and, together with the JBS S.A. Consent Solicitation Statement, the “Consent Solicitation Statements“) for the detailed terms and conditions of each of the Consent Solicitations with respect to the JBS USA Notes.  Each Consent Solicitation will expire at 5:00 p.m. (New York City time) on June 29, 2021, unless extended by JBS S.A. or JBS USA, as applicable (each such date and time, as the same may be extended, is referred to as the “Expiration Time“).  Each Consent Solicitation is made solely by means of the applicable Consent Solicitation Statement.  These materials contain important information that holders of Notes should carefully read before any decision is made with respect to the applicable Consent Solicitation.

Only holders of the applicable Notes as of 5:00 p.m. (New York City time) on June 18, 2021 (such date and time, including as such date and time may be changed by JBS S.A. or JBS USA, as applicable, 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 related 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 holders of such Notes as of the Record Date will receive a cash payment equal to U.S.$1.25 per U.S.$1,000 principal amount of such Notes in respect of which Consents to the applicable Proposed Amendments have been validly delivered prior to the applicable Expiration Time and not validly revoked by such holder.  Holders will be permitted to revoke applicable Consents at any time prior to the execution and delivery of the related Supplemental Indenture, which may occur prior to the applicable Expiration Time.

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 JBS S.A. Notes and each series of JBS USA Notes, and the receipt of a majority in aggregate principal amount of loans or commitments, as the case may be, of lenders under each Credit Agreement.  JBS S.A. or JBS USA, as applicable, may, in its sole discretion, terminate any Consent Solicitation, allow any Consent Solicitation to lapse, extend any Consent Solicitation and continue soliciting Consents pursuant to any Consent Solicitation or otherwise amend the terms of any Consent Solicitation, including the waiver of any or all of the conditions set forth in the applicable Consent Solicitation Statement.

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 number set forth above.  A holder as of the Record Date also may contact the Solicitation Agent: Barclays Capital Inc. at +1 (800) 438-3242 (toll-free) or +1 (212) 528-7581 (collect), or such holder’s broker, dealer, commercial bank, trust company or other nominee for assistance concerning the Consent Solicitations.

JBS S.A. is a corporation (sociedade anônima) incorporated under the laws of the Federative Republic of Brazil.  JBS USA is a Luxembourg société anonyme, having its registered office at 8-10, avenue de la Gare, L – 1610 Luxembourg, Grand Duchy of Luxembourg and registered with the Luxembourg RCS under number B 203.443.

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 S.A., JBS USA and each of their 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 S.A. and JBS USA undertake no obligation to update forward-looking statements to reflect events or circumstances after the date they were made.

SOURCE JBS S.A.; JBS USA Lux S.A.

rt