GREELEY,
Colo., June 26, 2024 /PRNewswire/ -- JBS
USA Food Company announced today
the total consideration payable in connection with its previously
announced tender offers to purchase for cash, for a combined
aggregate purchase price, excluding accrued and unpaid interest, of
$500.0 million (the
"Maximum Amount"): (i) up to $400.0 million aggregate purchase price of
its 6.500% Senior Notes due 2029 (the "2029 Notes") and 5.750%
Senior Notes due 2033 (the "2033 Notes"); and (ii) up to the
Maximum Amount of its 6.750% Senior Notes due 2034 (the "2034
Notes" and, collectively with the 2029 Notes and the 2033 Notes,
the "Notes"), subject to prioritized acceptance levels listed in
the table below (the "Acceptance Priority Levels") and the terms
and conditions of the tender offers.
The table below sets forth, among other things, the aggregate
principal amount of each series of Notes validly tendered and not
validly withdrawn as of 5:00 p.m.,
New York City time, on
June 25, 2024 (such date and time,
the "Early Tender Date") and expected to be accepted for purchase
in each tender offer and the Total Consideration for each series of
such Notes, as calculated at 10:00
a.m., New York City time,
June 26, 2024.
|
Title of
Security
|
CUSIP/ISIN
|
Principal
Amount
Outstanding
|
Pool 1 Tender
Cap(1)
|
Acceptance
Priority
Level(2)
|
U.S.
Treasury
Reference
Security(3)
|
Bloomberg
Reference
Page
|
Fixed
Spread
|
Reference
Yield
|
Total
Consideration
(4)(5)
|
Principal
Amount
Tendered at
Early Tender
Date
|
Principal
Amount
Expected to
be Accepted
|
Pool 1
Tender
Offers
|
6.500% Senior
Notes due 2029
|
46590XAA4,
L56608AA7 and 46590XAK2/
US46590XAA46,
USL56608AA73 and US46590XAK28
|
$77,973,000
|
$400,000,000
|
1
|
4.625% UST due
6/15/27
|
FIT1
|
+ 145 bps
|
4.516 %
|
$1,013.46
|
$8,067,000
|
$8,067,000
|
5.750% Senior
Notes due 2033
|
L56608AL3
and 46590XAY2
/ USL56608AL39
and US46590XAY22
|
$2,049,668,000
|
2
|
4.375% UST due
5/15/34
|
FIT1
|
+ 130 bps
|
4.302 %
|
$1,009.87
|
$1,417,976,000
|
$387,993,000
|
2034 Notes
Tender
Offer
|
6.750% Senior
Notes due 2034
|
47214BAA6 and
L5659AAA5/ US4721BAA61 and
USL5659AAA53
|
$1,600,000,000
|
—
|
3
|
4.375% UST due
5/15/34
|
FIT1
|
+ 140 bps
|
4.302 %
|
$1,075.79
|
$1,303,021,000
|
$92,954,000
|
(1)
|
$400.0 million
represents the maximum aggregate purchase price payable, excluding
the applicable accrued and unpaid interest (the "Pool 1 Tender
Cap"), in respect of the 6.500% Senior Notes due 2029 and 5.750%
Senior Notes due 2033 (together, the "Pool 1 Notes"), which may be
purchased in the Pool 1 Tender Offers. There is no "tender
cap" applicable to the 6.750% Senior Notes due 2034.
|
(2)
|
Subject to the Maximum
Amount, the Pool 1 Tender Cap and proration, the principal amount
of each series of Notes that is expected to be purchased in the
tender offers will be determined in accordance with the applicable
Acceptance Priority Level (in numerical priority order) specified
in this column.
|
(3)
|
The applicable par call
date is, with respect to (i) the 6.500% Senior Notes due 2029,
April 15, 2027, (ii) the 5.750% Senior Notes due 2033, January 1,
2033 and (iii) the 6.750% Senior Notes due 2034, December 15,
2033.
|
(4)
|
Per $1,000 principal
amount of Notes validly tendered prior to or at the Early Tender
Date (as defined below) and expected to be accepted for
purchase.
|
(5)
|
The Total Consideration
(as defined below) for each series of Notes validly tendered prior
to or at the Early Tender Date and expected to be accepted for
purchase is calculated using the applicable Fixed Spread (as
defined below) and is inclusive of the applicable Early Tender
Payment (as defined below). The Total Consideration for each
series of Notes does not include the applicable accrued and unpaid
interest, which will be payable in addition to the applicable Total
Consideration.
|
The tender offers are being made upon the terms, and subject to
the conditions, previously described in the offer to purchase,
dated June 11, 2024 (the "Offer to
Purchase"). JBS USA Food Company
refers investors to the Offer to Purchase for the complete terms
and conditions of the tender offers.
Withdrawal rights for the Notes expired on the Early Tender
Date. JBS USA Food Company expects
to elect to exercise its right to make payment on June 28, 2024 (the "Early Settlement Date") for
Notes that were validly tendered prior to or at the Early Tender
Date and that are accepted for purchase. JBS USA Food Company (or one of its affiliates)
intends to fund the purchase of validly tendered and accepted Notes
on the Early Settlement Date with cash on hand.
Because the Pool 1 Notes validly tendered and not validly
withdrawn prior to or at the Early Tender Date have an aggregate
purchase price, excluding accrued and unpaid interest, that exceeds
the Pool 1 Tender Cap, JBS USA
Food Company does not expect to accept for purchase all Pool 1
Notes that have been validly tendered and not validly withdrawn
prior to or at the Early Tender Date. Rather, subject to the Pool 1
Tender Cap, the Maximum Amount and the Acceptance Priority Levels
set forth in the table above, in each case as further described in
the Offer to Purchase, JBS USA
Food Company expects to accept for purchase (i) all of the 2029
Notes validly tendered and not validly withdrawn prior to or at the
Early Tender Date and (ii) $387,993,000 aggregate principal amount of the
2033 Notes validly tendered and not validly withdrawn prior to or
at the Early Tender Date on a prorated basis using a proration
factor of approximately 27.4%. As described further in the Offer to
Purchase, Pool 1 Notes tendered and not accepted for purchase will
be promptly credited to the tendering holder's account.
Additionally, because the Pool 1 Notes validly tendered and not
validly withdrawn prior to or at the Early Tender Date have an
aggregate purchase price, excluding accrued and unpaid interest,
that exceeds the Pool 1 Tender Cap, JBS USA Food Company does not expect to accept for
purchase any Pool 1 Notes tendered after the Early Tender Date on a
subsequent settlement date.
Because the (i) Pool 1 Notes validly tendered and not validly
withdrawn prior to or at the Early Tender Date have an aggregate
purchase price, excluding accrued and unpaid interest, that exceeds
the Pool 1 Tender Cap and (ii) 2034 Notes validly tendered and not
validly withdrawn prior to or at the Early Tender Date have an
aggregate purchase price, excluding accrued and unpaid interest,
that exceeds $100.0 million, JBS
USA Food Company does not expect
to accept for purchase all 2034 Notes that have been validly
tendered and not validly withdrawn prior to or at the Early Tender
Date. Rather, subject to the Pool 1 Tender Cap, the Maximum Amount
and the Acceptance Priority Levels set forth in the table above, in
each case as further described in the Offer to Purchase, JBS
USA Food Company expects to accept
for purchase $92,954,000 aggregate
principal amount of the 2034 Notes validly tendered and not validly
withdrawn prior to or at the Early Tender Date on a prorated basis
using a proration factor of approximately 7.2%. As described
further in the Offer to Purchase, 2034 Notes tendered and not
accepted for purchase will be promptly credited to the tendering
holder's account. Additionally, because the (i) Pool 1 Notes
validly tendered and not validly withdrawn prior to or at the Early
Tender Date have an aggregate purchase price, excluding accrued and
unpaid interest, that exceeds the Pool 1 Tender Cap and (ii) 2034
Notes validly tendered and not validly withdrawn prior to or at the
Early Tender Date have an aggregate purchase price, excluding
accrued and unpaid interest, that exceeds $100.0 million, JBS USA Food Company does not expect to accept for
purchase any 2034 Notes tendered after the Early Tender Date on a
subsequent settlement date.
The applicable Total Consideration listed in the table above
will be paid per $1,000 principal
amount of each series of Notes validly tendered and accepted for
purchase pursuant to the applicable tender offer on the Early
Settlement Date. Only holders of Notes who validly tendered and did
not validly withdraw their Notes prior to or at the Early Tender
Date are eligible to receive the applicable Total Consideration for
Notes accepted for purchase. Holders will also receive accrued and
unpaid interest on Notes validly tendered and accepted for purchase
from the applicable last interest payment date up to, but not
including, the Early Settlement Date.
JBS USA Food Company's
obligation to accept for payment and to pay for Notes validly
tendered and not validly withdrawn in the tender offers is subject
to the satisfaction of certain conditions described in the Offer to
Purchase. JBS USA Food Company
reserves the right, subject to applicable law, to (i) waive any and
all conditions to any of the tender offers, (ii) extend or
terminate any of the tender offers, (iii) increase or decrease the
Maximum Amount and/or increase, decrease or eliminate the Pool 1
Tender Cap, or (iv) otherwise amend any of the tender offers. JBS
USA Food Company may take any
action described in clauses (i) through (iv) above with respect to
one or more tender offers without having to do so for all tender
offers.
Information Relating to the Tender Offers
BMO Capital Markets Corp., Citigroup Global Markets Inc., Mizuho
Securities USA LLC and RBC Capital
Markets, LLC are the dealer managers for the tender offers.
Investors with questions regarding the terms and conditions of the
tender offers may contact BMO Capital Markets Corp. at (833)
418-0762 (toll-free) or (212) 702-1840 (collect) or by email at
LiabilityManagement@bmo.com, Citigroup Global Markets Inc. at (800)
558-3745 (toll-free) or (212) 723-6106 (collect) or by email at
ny.liabilitymanagement@citi.com, Mizuho Securities USA LLC at (866) 271-7403 (toll-free) or (212)
205-7736 (collect) and RBC Capital Markets, LLC at (877) 381-2099
(toll-free) or (212) 618-7843 (collect) or by email at
liability.management@rbccm.com.
D.F. King & Co., Inc. is the tender and information agent
for the tender offers. Investors with questions regarding the
procedures for tendering Notes may contact the tender and
information agent by email at jbs@dfking.com, or by phone at (212)
269-5550 (for banks and brokers only) or (800) 967-4614 (for all
others, toll-free). Beneficial owners may also contact their
broker, dealer, commercial bank, trust company or other nominee for
assistance.
The full details of the tender offers, including complete
instructions on how to tender Notes, are included in the Offer to
Purchase. The Offer to Purchase may be obtained from D.F. King
& Co., Inc., free of charge, by calling (212) 269-5550 (for
banks and brokers only) or (800) 967-4614 (for all others,
toll-free) or by email at 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 are being made solely on the terms and
conditions set forth in the Offer to Purchase. Under no
circumstances shall this news release constitute an offer to buy or
the solicitation of an offer to sell the Notes or any other
securities of JBS S.A. or any of its subsidiaries, including JBS
USA Food Company. The tender
offers are not being made to, nor will JBS USA Food Company accept tenders of Notes from,
holders in any jurisdiction in which the tender offer or the
acceptance thereof would not be in compliance with the securities
or blue sky laws of such jurisdiction. No recommendation is made as
to whether holders should tender their Notes. Holders should (i)
carefully read the Offer to Purchase because it contains important
information, including the various terms and conditions of the
tender offer, (ii) consult their own investment and tax advisors
and (iii) make their own decisions whether to tender Notes in the
tender offers, and, if so, the principal amount of Notes to
tender.
Important Notice Regarding Forward-Looking Statements
This news release includes statements reflecting assumptions,
expectations, intentions or beliefs about future events that are
intended as "forward-looking statements" as defined under the
Private Securities Litigation Reform Act of 1995. All
statements included in this news release, other than statements of
historical fact, that address activities, events or developments
that JBS USA Food Company's
management expect, believe or anticipate will or may occur in the
future are forward-looking statements. These statements represent
JBS USA Food Company's reasonable
judgment on the future based on various factors and using numerous
assumptions and are subject to known and unknown risks,
uncertainties and other factors that could cause JBS USA Food Company's actual results and
financial position to differ materially from those contemplated by
the statements. Forward-looking statements in this news release are
identified by words such as "may" or "will", or similar expressions
and include suggestions of future outcomes, including statements
about: the purchase of the Notes and the timing thereof; the
expected source of funds for the tender offers; the deadlines,
determination dates and settlement dates regarding the tender
offers; increasing or decreasing the Maximum Amount and/or
increasing, decreasing or eliminating the Pool 1 Tender Cap; the
payment of accrued and unpaid interest; the use of a proration
factor in respect of the 2033 Notes and the 2034 Notes; and the
series of Notes to be accepted for purchase pursuant to the tender
offers. Forward-looking statements relate only to the date they
were made and JBS USA Food Company
undertakes no obligation to update forward-looking statements to
reflect events or circumstances after the date they were made.
About JBS USA Food
Company
JBS USA Food Company is a
wholly-owned subsidiary of JBS S.A., a guarantor of the Notes and
the largest protein company and one of the largest food companies
in the world in terms of net revenue. In terms of daily production
capacity, JBS S.A. is the leading global beef and poultry producer,
the second-largest global pork producer, a leading lamb producer
and a leading regional fish producer. JBS S.A. sells its products
to more than 300,000 customers worldwide in approximately 190
countries on six continents.
CONTACT:
|
Diego Pirani
|
|
Treasurer
|
|
e-mail: JBS.USA@jbssa.com
|
|
+1 (970)
506-8117
|
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SOURCE JBS USA Food Company