GREELEY, Colo., Aug. 15, 2022 /PRNewswire/ -- JBS USA Lux S.A. (the "Company") announced today that it received Requisite Consents (as defined below) from the holders of each of its (i) 6.50% Senior Notes due 2029 (the "6.50% 2029 Notes"), (ii) 5.500% Senior Notes due 2030 (the "2030 Notes"), (iii) 3.750% Senior Notes due 2031 (the "2031 Notes"), (iv) 3.000% Senior Notes due 2029 (the "3.000% 2029 Notes"), (v) 3.000% Sustainability-Linked Senior Notes due 2032 (the "2032 Notes"), and (vi) 4.375% Senior Notes due 2052 (the "2052 Notes" and, collectively with the 6.50% 2029 Notes, the 2030 Notes, the 2031 Notes, the 3.000% 2029 Notes, and the 2032 Notes, the "Notes"), each issued by the Company, JBS USA Food Company ("JBS USA Food Company"), and JBS USA Finance, Inc. ("JBS USA Finance" and, collectively with the Company and JBS USA Food Company, the "Issuers") 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").
Each Consent Solicitation expired at 5:00 p.m. (New York City time) on August 15, 2022 (the "Expiration Time"). As of the Expiration Time, the Company received 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 held by the Company or any of its affiliates) (the "Requisite Consents"). Holders of the applicable Notes as of 5:00 p.m. (New York City time) on August 1, 2022 (such time and date, the "Record Date") will receive a cash payment equal to: (1) U.S.$1.00 per U.S.$1,000 principal amount of the (x) 6.50% Senior Notes due 2029, (y) 2030 Notes and (z) 2031 Notes and (2) U.S.$0.50 per U.S.$1,000 principal amount of the (x) 3.000% Senior Notes due 2029, (y) 2032 Notes and (z) 2052 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. Such cash payment is expected to occur on August 19, 2022 or promptly thereafter.
In addition, holders of the Notes will benefit from the registration rights set forth in the registration rights agreement to be entered into by the Company pursuant to which the Company will agree to use its commercially reasonable efforts to (i) file an exchange offer registration statement with the U.S. Securities and Exchange Commission to allow holders to exchange Notes of each series for the same principal amount of exchange notes of the same series, which will have terms identical in all material respects to such series of Notes, except that the exchange notes will not contain transfer restrictions, and (ii) consummate such exchange offer within 365 days of entering into the registration rights agreement.
The Proposed Amendments conform certain provisions and restrictive covenants (and definitions related thereto) in each Indenture to the corresponding provisions and restrictive covenants (and definitions related thereto) set forth in each indenture, dated June 21, 2022, governing the Issuers' U.S.$500.0 million aggregate principal amount of 5.125% Senior Notes due 2028, U.S.$1,250.0 million aggregate principal amount of 5.750% Senior Notes due 2033 and U.S.$750.0 million aggregate principal amount of 6.500% Senior Notes due 2052. The Proposed Amendments are described in greater detail in the consent solicitation statement, dated August 2, 2022, pursuant to which the Consent Solicitations were conducted. A supplemental indenture with respect to each series of Notes giving effect to the Proposed Amendments has been executed. The Proposed Amendments will become operative with respect to each series of Notes only upon payment of the applicable consent fee.
The Information Agent for each Consent Solicitation was:
D.F. King & Co., Inc.
Banks and Brokers call: +1 (212) 269-5550 (collect)
All others call toll-free: +1 (800) 967-7574
The Solicitation Agents for each Consent Solicitation were: Barclays Capital Inc., BMO Capital Markets Corp., Mizuho Securities USA LLC, RBC Capital Markets, LLC and Truist Securities, Inc. who may be contacted at the numbers listed below.
Barclays Capital Inc.
Banks and Brokers call: +1 (212) 528-7581 (collect)
All others call toll-free: +1 (800) 438-3242
BMO Capital Markets Corp.
Banks and Brokers call: +1 (212) 702-1840 (collect)
All others call toll-free: +1 (833) 418-0762
Mizuho Securities USA LLC
Banks and Brokers call: +1 (212) 205-7736 (collect)
All others call toll-free: +1 (866) 271-7403
RBC Capital Markets, LLC
Banks and Brokers call: +1 (212) 618-7843
All others call toll-free: +1 (877) 381-2099
Truist Securities, Inc.
Call: +1 (800) 685-4786
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.
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 USA 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 USA undertakes no obligation to update forward-looking statements to reflect events or circumstances after the date they were made.
About JBS USA Lux S.A.
JBS USA Lux S.A. is one of the world's largest producers of beef, pork, chicken and packaged food products. In terms of daily production capacity, JBS USA Lux S.A. is among the leading beef producers and the second-largest pork and chicken producer in the United States. In Australia, JBS USA Lux S.A. is the leading producer of beef, lamb and packaged foods and the second largest producer of salmon. JBS USA Lux S.A. prepares, packages and delivers fresh, value-added and branded beef, pork, chicken, and lamb products to customers in more than 150 countries on six continents. JBS USA Lux S.A. is an indirect, wholly-owned subsidiary of JBS S.A., the largest protein company and the largest food company in the world in terms of net revenue.
+1 (970) 506-8117
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SOURCE JBS USA Lux S.A.