SÃO PAULO, July 23, 2019
/PRNewswire/ -- JBS S.A. ("JBS") announced today that its
wholly-owned subsidiary, JBS Investments GmbH ("JBS Investments"),
has commenced cash tender offers (each, a "Tender Offer" and
collectively, the "Tender Offers") for (i) any and all of its
outstanding U.S.$750,000,000
aggregate principal amount of 7.250% Senior Notes due 2024 (the
"2024 Notes") and (ii) up to U.S.$350,000,000 (the "Maximum Tender Amount") of
its outstanding U.S.$775,000,000
aggregate principal amount of 6.250% Senior Notes due 2023 (the
"2023 Notes" and together with the 2024 Notes, the "Notes").
In conjunction with the 2024 Notes Tender Offer, JBS Investments
is also soliciting consents (the "2024 Notes Consent Solicitation")
from the holders of the 2024 Notes for the adoption of proposed
amendments (the "Proposed Amendments"), which would, among other
things, (i) eliminate substantially all of the restrictive
covenants and certain events of default and related provisions
contained in the indenture governing the 2024 Notes and (ii) reduce
the minimum required notice period for the redemption of 2024 Notes
from 30 days to three days prior to the date fixed for redemption
(maintaining the maximum notice period of 60 days).
The Tender Offers and the 2024 Notes Consent Solicitation are
being made pursuant to an Offer to Purchase and Consent
Solicitation Statement, dated July 23,
2019 (as may be amended or supplemented from time to time,
the "Offer to Purchase").
Holders who tender 2024 Notes must also consent to the Proposed
Amendments to the indenture governing the 2024 Notes. Holders of
2024 Notes may not deliver consents to the Proposed Amendments
without validly tendering the 2024 Notes in the 2024 Notes Tender
Offer and may not revoke their consents without withdrawing the
previously tendered 2024 Notes to which they relate. The Proposed
Amendments will be set forth in a supplemental indenture relating
to the 2024 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 2024 Notes of a majority of the aggregate
outstanding principal amount of 2024 Notes (not including any 2024
Notes which are owned by JBS or any of its affiliates).
Certain information regarding the Notes and the terms of the
Tender Offers and the 2024 Notes Consent Solicitation is summarized
in the table below.
Description of
Notes
|
CUSIP /
ISIN
|
Outstanding
Principal Amount
of Notes
|
|
Tender Offer
Consideration
|
+
|
Early
Tender
Payment(4)
|
=
|
Total
Consideration(3)(4)
|
7.250% Senior
Notes due 2024
("2024 Notes")
|
46611D AB1 and
A29866 AB5 /
US46611DAB10 and
USA29866AB53
|
U.S.$750,000,000
|
|
U.S.$1,009.75(1)
|
|
U.S.$30.00
|
|
U.S.$1,039.75
|
6.250% Senior
Notes due 2023
("2023 Notes")
|
29605Y AA1 and
A9617T AA9 /
US29605YAA10 and
USA9617TAA90
|
U.S.$775,000,000
|
|
U.S.$992.08(2)
|
|
U.S.$30.00
|
|
U.S.$1,022.08
|
(1)
|
The amount to be paid
for each U.S.$1,000 principal amount of 2024 Notes validly tendered
(and not withdrawn) after the Early Tender Payment Deadline but at
or prior to the Expiration Time and accepted for purchase, not
including 2024 Notes Accrued Interest (as defined
below).
|
(2)
|
The amount to be paid
for each U.S.$1,000 principal amount of 2023 Notes validly tendered
(and not withdrawn) after the Early Tender Payment Deadline but at
or prior to the Expiration Time and accepted for purchase, not
including 2023 Notes Accrued Interest (as defined
below).
|
(3)
|
Includes the Early
Tender Payment for Notes validly tendered (and not withdrawn) at or
prior to the applicable Early Tender Payment Deadline.
|
(4)
|
Per U.S.$1,000
principal amount of Notes validly tendered (and not withdrawn) at
or prior to the applicable Early Tender Payment Deadline and
accepted for purchase.
|
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 August 5, 2019, unless extended or earlier
terminated by JBS Investments (such date and time, as the same may
be modified, the "Early Tender Payment Deadline"). The Tender
Offers will expire at 11:59 PM, New
York City time, on August 19,
2019, unless extended or earlier terminated by JBS
Investments (such date and time, as the same may be modified, the
"Expiration Time"). 2024 Notes tendered may be withdrawn and
consents for the Proposed Amendments delivered may be revoked at
any time prior to the execution of the supplemental indenture (the
date and time of such execution and delivery, the "2024 Notes
Withdrawal Deadline"), but not thereafter, unless required by
applicable law. 2023 Notes tendered may be withdrawn at any
time prior to the Early Tender Payment Deadline (the "2023 Notes
Withdrawal Deadline" and together with the 2024 Notes Withdrawal
Deadline, the "Withdrawal Deadline"), but not thereafter, unless
required by applicable law.
The total consideration payable to 2024 Notes Holders for each
U.S.$1,000 principal amount of 2024
Notes validly tendered and purchased pursuant to the 2024 Notes
Tender Offer will be U.S.$1,039.75
(the "2024 Notes Total Consideration"). The 2024 Notes Total
Consideration includes an early tender payment of U.S.$30.00 per U.S.$1,000 principal amount of 2024 Notes (the "2024
Notes Early Tender Payment") payable only to 2024 Notes Holders who
validly tender (and do not withdraw) their 2024 Notes and validly
deliver (and do not revoke) the related 2024 Notes consents at or
prior to the Early Tender Payment Deadline. 2024 Notes Holders who
validly tender (and do not withdraw) their 2024 Notes after the
Early Tender Payment Deadline but at or prior to the Expiration
Time will be eligible to receive U.S.$1,009.75 per U.S.$1,000 principal amount of 2024 Notes (the "2024
Notes Tender Offer Consideration"), which amount will be equal to
the 2024 Notes Total Consideration less the 2024 Notes Early
Tender Payment. In addition, JBS Investments will pay accrued and
unpaid interest on the principal amount of 2024 Notes accepted for
purchase from the most recent interest payment date on the 2024
Notes to, but not including, the applicable settlement date for
such 2024 Notes (the "2024 Notes Accrued Interest"). Payment in
cash of an amount equal to the 2024 Notes Total Consideration, plus
2024 Notes Accrued Interest, for such accepted 2024 Notes will be
made on the 2024 Notes early settlement date, which is expected to
be within three business days after the Early Tender Payment
Deadline, or as promptly as practicable thereafter.
The total consideration payable to 2023 Notes Holders for each
U.S.$1,000 principal amount of 2023
Notes validly tendered and purchased pursuant to the 2023 Notes
Tender Offer will be U.S.$1,022.08
(the "2023 Notes Total Consideration", and together with the 2024
Notes Total Consideration, the "Total Consideration"). The 2023
Notes Total Consideration includes an early tender payment of
U.S.$30.00 per U.S.$1,000 principal amount of 2023 Notes (the "2023
Notes Early Tender Payment", and together with the 2024 Notes Early
Tender Payment, the "Early Tender Payment") payable only to 2023
Notes Holders who validly tender (and do not withdraw) their 2023
Notes at or prior to the Early Tender Payment Deadline. 2023 Notes
Holders who validly tender (and do not withdraw) their 2023 Notes
after the Early Tender Payment Deadline but at or prior to the
Expiration Time will be eligible to receive U.S.$992.08 per U.S.$1,000 principal amount of 2023 Notes (the "2023
Notes Tender Offer Consideration", and together with the 2024 Notes
Tender Offer Consideration, the "Tender Offer Consideration"),
which amount will be equal to the 2023 Notes Total Consideration
less the 2023 Notes Early Tender Payment. In addition, JBS
Investments will pay accrued and unpaid interest on the principal
amount of 2023 Notes accepted for purchase from the most recent
interest payment date on the 2023 Notes to, but not including, the
applicable settlement date for such 2023 Notes (the "2023 Notes
Accrued Interest", and together with the 2024 Notes Accrued
Interest, the "Accrued Interest"). Payment in cash of an amount
equal to the 2023 Notes Total Consideration, plus 2023 Notes
Accrued Interest, for such accepted 2023 Notes will be made on the
2023 Notes early settlement date, which is expected to be within
three business days after the Early Tender Payment Deadline, or as
promptly as practicable thereafter. If 2023 Notes are validly
tendered in an aggregate principal amount in excess of the Maximum
Tender Amount pursuant to the 2023 Notes Tender Offer, such
tendered 2023 Notes will be subject to proration (as described in
the Offer to Purchase).
JBS Investments' obligation to accept for purchase, and to pay
for, Notes validly tendered and not validly withdrawn pursuant to
the Tender Offers 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 Investments reserves the
right, in its sole discretion, to (i) extend, terminate or withdraw
the Tender Offers or the 2024 Notes Consent Solicitation at any
time or (ii) otherwise amend the Tender Offers or the 2024 Notes
Consent Solicitation in any respect at any time and from time to
time. JBS Investments further reserves the right, in its sole
discretion, not to accept any tenders of Notes or deliveries of
consents with respect to the 2024 Notes. JBS Investments is making
the Tender Offers and the 2024 Notes Consent Solicitation only in
those jurisdictions where it is legal to do so.
Barclays Capital Inc. is acting as dealer manager for the Tender
Offers and as solicitation agent for the 2024 Notes Consent
Solicitation and can be contacted at their telephone numbers set
forth on the back cover page of Offer to Purchase with questions
regarding the Tender Offers and the 2024 Notes 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 Offers and the 2024 Notes Consent
Solicitation. Requests for copies of the Offer to Purchase should
be directed to D.F. King at +1 (877) 536-1556 (toll free), +1
(212) 269-5550 (collect) or 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 and the 2024 Notes 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 JBS Investments. The Tender Offers and the
2024 Notes Consent Solicitation are not being made to, nor will JBS
accept tenders of Notes or accept deliveries of 2024 Notes Consents
from, holders in any jurisdiction in which the Tender Offers and
the 2024 Notes 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
2024 Notes. No recommendation is made as to whether holders should
tender their Notes or deliver their consents with respect to the
2024 Notes. Holders should carefully read the Offer to Purchase
because it contains important information, including the various
terms and conditions of the Tender Offers and the 2024 Notes
Consent Solicitation.
Important Notice Regarding Forward-Looking Statements
This press release contains certain forward-looking statements
within the meaning of Section 27A of the U.S. Securities Act of
1933, as amended, and Section 21E of the U.S. Securities Exchange
Act of 1934, as amended. Statements that are not historical facts,
including statements about JBS' perspectives and expectations, are
forward-looking statements. The words "expect," "believe,"
"estimate," "intend," "plan" and similar expressions, when related
to JBS 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 undertakes no obligation to
update forward-looking statements to reflect events or
circumstances after the date they were made.
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SOURCE JBS S.A.