SAO PAULO, June 5, 2014 /PRNewswire/ -- On June 4, 2014, JBS S.A. ("JBS") announced that it
has terminated its previously announced cash tender offers (the
"Tender Offers") and related solicitations of consents (the
"Consent Solicitations") for (i) any and all of the outstanding
US$300,000,000 aggregate principal
amount of 10.50% Senior Notes due 2016 of JBS and JBS Finance Ltd.
(the "2016 Notes") and (ii) any and all of its outstanding
US$350,000,000 aggregate principal
amount of 10.25% Senior Notes due 2016 (together with the 2016
Notes, the "Notes").
Each Tender Offer and Consent Solicitation was subject to the
conditions set forth in the Offer to Purchase and Consent
Solicitation Statement, dated May 28,
2014, and the related Letter of Transmittal and Consent,
which contain detailed information concerning the terms of the
tender offers and the consent solicitations (together, the "Offer
Documents"). These conditions included, among others, the
consummation of a new offering of senior unsecured notes by JBS
USA, LLC and JBS USA Finance, Inc., each a subsidiary of JBS
(the "New Offering").
As a result of the termination, none of the Notes that have been
tendered in the Tender Offer will be accepted for purchase and no
consideration will be paid or become payable to holders of Notes
who have tendered their Notes in the Tender Offer. All Notes
previously tendered and not withdrawn will be promptly returned or
credited back to their respective holders. All consents
previously delivered and not revoked will be of no effect, and the
indentures governing the Notes will remain in their present form,
unamended.
The Tender Offers and Consent Solicitations are being terminated
because the New Offering has been postponed. JBS
reserves the right to initiate a new tender offer and consent
solicitation for the Notes at a later date, but it is under no
obligation to do so.
This press release confirms formal termination of the Tender
Offers and Consent Solicitations
Holders of Notes with questions regarding the termination of the
Tender Offers and Consent Solicitations may direct such questions
to D.F. King at (800) 758-5378 (toll
free), (212) 269-5550 (collect) or jbs@dfking.com.
Neither the Offer Documents 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 Documents or any related documents, and it is unlawful and
may be a criminal offense to make any representation to the
contrary.
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 its affiliates. This press
release is not a solicitation of consents to the proposed
amendments to the indentures relating to the Notes.
About JBS
JBS is the world's largest protein company and processes,
prepares, packages and delivers fresh, further processed and
value-added beef, pork, lamb and poultry products in approximately
170 countries on six continents.
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 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.
SOURCE JBS S.A.
