tender offer launch press release

7/30/2019 Tender Offer Launch Press Release

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NOTICE TO THE MARKET

JBS USA, LLC ANNOUNCES COMMENCEMENT OF TENDER OFFER AND RELATED CONSENT

SOLICITATION FOR 11.625% SENIOR NOTES DUE 2014

Greeley, Colo. September 3, 2013 JBS S.A. (JBSS3, JBS) announces to its shareholders and to themarket in general that its wholly owned indirect subsidiary, JBS USA, LLC (JBS USA) announced today that ithas commenced an offer to purchase for cash (the Tender Offer) any and all of the outstanding 11.625% SeniorNotes due 2014 (the Notes) issued by JBS USA and JBS USA Finance, Inc. (together with JBS USA, theIssuers) on the terms and subject to the conditions set forth in the Offer to Purchase and Consent SolicitationStatement, dated September 3, 2013, and the related Letter of Transmittal and Consent (together, the OfferDocuments).

Concurrently with the Tender Offer, the Issuers are soliciting consents (the Consent Solicitation) to

proposed amendments to the indenture governing the Notes (the Indenture), which would, among other things,eliminate substantially all of the restrictive covenants and certain events of default and related provisions containedin the Indenture. The proposed amendments will be set forth in a supplemental indenture and are described in moredetail in the Offer Documents. The supplemental indenture will not be executed unless and until the Issuers havereceived consents of holders of a majority in aggregate principal amount of the outstanding Notes, and the proposedamendments will not become operative until the earlier of the Early Payment Date (as defined below), if any, andthe Final Payment Date (as defined below). Holders that tender Notes must also consent to the proposedamendments to the Indenture. Holders may not deliver consents to the proposed amendments without validlytendering the related Notes in the Tender Offer and may not revoke their consents without withdrawing thepreviously tendered Notes to which they relate.

The deadline for holders to validly tender Notes and deliver consents and be eligible to receive payment ofthe Total Consideration (as defined below), which includes the Consent Payment (as defined below), will be

5:00 p.m., New York City time, on September 16, 2013, unless extended or earlier terminated by the Issuers (suchdate and time, as the same may be modified, the Consent Payment Deadline). The Tender Offer will expire at12:00 Midnight, New York City time, on September 30, 2013, unless extended or earlier terminated by the Issuers(such date and time, as the same may be modified, the Expiration Time). Notes tendered may be withdrawn andconsents delivered may be revoked at any time prior to the execution and delivery of the supplemental indenture byJBS USA and the trustee under the Indenture (the date and time of such execution and delivery, the WithdrawalDeadline), but not thereafter, unless required by applicable law.

The total consideration to be paid for each $1,000 principal amount of Notes validly tendered at or prior to

the Consent Payment Deadline and not validly withdrawn prior to the Withdrawal Deadline will be $1,067.79 (theTotal Consideration). The Total Consideration includes a payment of $20.00 per $1,000 principal amount of Notes(the Consent Payment) payable only in respect of Notes validly tendered and consents validly delivered at or priorto the Consent Payment Deadline. Holders validly tendering Notes after the Consent Payment Deadline but at or

prior to the Expiration Time will be eligible to receive $1,047.79 per $1,000 principal amount of Notes (the TenderOffer Consideration), which is an amount equal to the Total Consideration less the Consent Payment. In addition,holders whose Notes are purchased in the Tender Offer will receive accrued and unpaid interest in respect of theirpurchased Notes from the most recent interest payment date to, but not including, the Early Payment Date or theFinal Payment Date, as applicable.

The Issuers have reserved the right, at any time following the Consent Payment Deadline, but at or prior tothe Expiration Time (the Early Acceptance Date), subject to the terms and conditions of the Tender Offer beingsatisfied or waived, to accept for purchase all Notes validly tendered at or prior to the Consent Payment Deadlineand not validly withdrawn prior to the Withdrawal Deadline. If the Issuers elect to exercise this option, they will pay

NEWYORK 8959301 (2K)


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the Total Consideration for the Notes accepted for purchase on the Early Acceptance Date on a date promptlyfollowing the Early Acceptance Date (the Early Payment Date).

Subject to the terms and conditions of the Tender Offer being satisfied or waived, the Issuers will, after theExpiration Time (the Final Acceptance Date), accept for purchase all Notes validly tendered at or prior to theExpiration Time (and not validly withdrawn prior to the Withdrawal Deadline) (or if the Issuers have exercised theirearly purchase option described above, all Notes validly tendered after the Consent Payment Deadline and at or priorto the Expiration Time). The Issuers will pay the Total Consideration or the Tender Offer Consideration, as the casemay be, for Notes accepted for purchase on the Final Acceptance Date on a date promptly following the FinalAcceptance Date (the Final Payment Date).

The Issuers obligation to accept for purchase, and to pay for, Notes validly tendered and not validlywithdrawn pursuant to the Tender Offer is conditioned upon the satisfaction or, when applicable, waiver of certainconditions, which are more fully described in the Offer Documents, including, among others, a financing conditionas described in the Offer Documents. In addition, subject to applicable law, the Issuers reserve the right, in their solediscretion, to (i) extend, terminate or withdraw the Tender Offer or the Consent Solicitation at any time or (ii)otherwise amend the Tender Offer or the Consent Solicitation in any respect at any time and from time to time. TheIssuers further reserve the right, in their sole discretion, not to accept any tenders of Notes or deliveries of consentsfor any reason. The Issuers are making the Tender Offer and the Consent Solicitation only in those jurisdictionswhere it is legal to do so.

J.P. Morgan Securities LLC is acting as dealer manager for the Tender Offer and solicitation agent for theConsent Solicitation and can be contacted at (800) 245-8812 (toll free) or (212) 270-1200 (collect) with questionsregarding the Tender Offer and the Consent Solicitation.

Copies of the Offer Documents are available to holders of Notes from D.F. King & Co., Inc., theinformation agent and the tender agent for the Tender Offer and the Consent Solicitation. Requests for copies of theOffer Documents should be directed to D.F. King at (800) 758-5378 (toll free), (212) 269-5550 (collect) [email protected].

Neither the Offer Documents nor any related documents have been filed with the U.S. Securities andExchange Commission, nor have any such documents been filed with or reviewed by any federal or state securitiescommission 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 anyrepresentation to the contrary.

The Tender Offer and the Consent Solicitation are being made solely on the terms and conditions set

forth in the Offer Documents. 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 the Issuers. This press release also is not a

solicitation of consents to the proposed amendments to the Indenture. No recommendation is made as to

whether holders of Notes should tender their Notes or deliver their consents. Holders of Notes should

carefully read the Offer Documents because they contain important information, including the various terms

and conditions of the Tender Offer and the Consent Solicitation.

So Paulo, September 3rd, 2013.

Jeremiah OCallaghan

Investor Relations Officer



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About JBS

JBS is the worlds largest animal protein company with more than 300 production facilities worldwide and over140,000 employees. JBS processes, prepares, packages and delivers fresh, further processed and value-added beef,pork, lamb and poultry products in over 150 countries in 5 continents.

About JBS USA

JBS USA is a leading processor of beef, pork and lamb in the U.S. and a leading processor of beef andlamb in Australia. JBS USA processes, prepares, packages and delivers fresh, further-processed and value-addedbeef and pork products for sale to customers in more than 70 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, indicateforward-looking statements. These statements reflect the current view of management and are subject to variousrisks 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 resultsdifferent from current expectations. Excessive reliance should not be placed on those statements. Forward-lookingstatements relate only to the date they were made and JBS and the Issuers undertake no obligation to updateforward-looking statements to reflect events or circumstances after the date they were made.
