JBS USA begins tender offers for 2028, 2029 notes, seeks consents

By Marisa Wong

Los Angeles, June 6 – JBS USA Food Co. announced it has begun cash tender offers for any and all of the $900 million outstanding 6¾% senior notes due 2028 (Cusip: 472141AA8, L56590AA7) and up to $300 million of the $1.4 billion outstanding 6½% senior notes due 2029 (Cusip: 46590XAA4, L56608AA7 and L56608AD1), both issued by JBS USA Lux SA, JBS USA Food and JBS USA Finance, Inc.

The company is offering a total consideration of $1,053.75 per $1,000 principal amount of 2028 notes and $1,046.25 per $1,000 principal amount of 2029 notes.

The total consideration includes an early tender payment of $30 per $1,000 of notes tendered by the early tender deadline at 5 p.m. ET on June 17. Holders tendering after the early deadline will not be eligible to receive the early tender payment.

The company will also pay accrued interest to the applicable settlement date.

The settlement date for early tenders is expected to be within three business days of the early tender payment.

The tender offers will expire at 11:59 p.m. ET on July 5.

2028 notes solicitation

In conjunction with the 2028 notes tender offer, JBS USA Food is also soliciting consents from holders to adopt proposed amendments that would eliminate substantially all of the restrictive covenants and some events of default and related provisions contained in the indenture governing the 2028 notes.

Holders who tender 2028 notes must also consent to the proposed amendments. Holders of 2028 notes may not deliver consents without tendering their notes and may not revoke their consents without withdrawing the related tenders.

Adoption of the proposed amendments requires the delivery of consents by holders of a majority of the outstanding principal amount of 2028 notes (not including any 2028 notes owned by JBS SA or any of its affiliates).

Tenders of 2028 notes may be withdrawn and related consents revoked at any time prior to the execution of the supplemental indenture effecting the proposed changes.

2029 tender details

If the amount of 2029 notes tendered exceeds that offer’s cap, those tendered 2029 notes will be subject to proration.

JBS USA Food said it reserves the right, but is not obligated, to increase the maximum tender amount for the 2029 notes without extending the early tender deadline.

Tenders of 2029 notes may be withdrawn prior to the early tender deadline.

The tender offers are subject to a financing condition.

Barclays, BMO Capital Markets Corp., Mizuho Securities USA LLC, RBC Capital Markets, LLC and Truist Securities, Inc. are dealer managers for the tender offers and solicitation agents for the consent solicitation.

D.F. King & Co., Inc. (800 967-7574, 212 269-5550 or jbs@dfking.com) is the information agent and the tender agent.

Greeley, Colo.-based JBS USA produces beef, pork, chicken and packaged food products.

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