SAO PAULO, May 28, 2014 /PRNewswire/ --JBS S.A. ("JBS") announced today that it has commenced a cash tender offer (the "Tender Offer") for (i) any and all of the outstanding $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 $350,000,000 aggregate principal amount of 10.25% Senior Notes due 2016 (the "Bertin Notes" and, together with the 2016 Notes, the "Notes").
In conjunction with the Tender Offer, JBS is soliciting consents (the "Consent Solicitation") to proposed amendments which would eliminate substantially all of the restrictive covenants and certain events of default and related provisions contained in the applicable indenture governing the relevant Notes. The Tender Offer and the Consent Solicitation are being made pursuant to an 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 offer and the consent solicitation (together, the "Offer Documents").
Holders that tender Notes must also consent to the proposed amendments to the related indenture. Holders may not deliver consents to the proposed amendments without validly tendering the related Notes in the Tender Offer and may not revoke their consents without withdrawing the previously tendered Notes to which they relate. The proposed amendments will be set forth in a supplemental indenture relating to each series of Notes and are described in more detail in the Offer Documents. With respect to the 2016 Notes, adoption of the proposed amendments requires the delivery of consents by holders of more than 50% (or 66 2/3% with respect to certain proposed amendments) of the aggregate outstanding principal amount of 2016 Notes (not including any 2016 Notes which are owned by JBS or any of its affiliates). With respect to the Bertin Notes, adoption of the proposed amendments requires the delivery of consents by holders of more than 50% (or 66 2/3% with respect to certain proposed amendments) of the aggregate outstanding principal amount of Bertin Notes (not including any Bertin Notes which are owned by JBS or any of its affiliates). If requisite consents are received for 66 2/3% or more of the aggregate outstanding principal amount of each series of Notes, more proposed amendments will be implemented than if consents are received for holders of only a majority in aggregate principal amount of the applicable outstanding Notes, as further described in the Offer Documents under the heading "Proposed Amendments; Supplemental Indentures."
Certain information regarding the Notes and the terms of the Tender Offer and the Consent Solicitation is summarized in the table below.
Description of | CUSIP/ISIN | Outstanding | Tender Offer | + | Early | = | Total | |
10.50% Senior | 466110AA1 and | U.S.$300,000,000 | U.S.$1,125(1) | U.S.$30 | U.S.$1,155 | |||
10.25% Senior | O8589QAA2 and | U.S.$350,000,000 | U.S.$1,125 (2) | U.S.$30 | U.S.$ 1,155 |
(1) | The amount to be paid for each U.S.$1,000 principal amount of 2016 Notes validly tendered (and not withdrawn) after the Early Tender Payment Deadline but at or prior to the Expiration Time and accepted for purchase, not including the Applicable Interest (as defined below) relating to the 2016 Notes. |
(2) | The amount to be paid for each U.S.$1,000 principal amount of Bertin Notes validly tendered (and not withdrawn) after the Early Tender Payment Deadline but at or prior to the Expiration Time and accepted for purchase, not including the Applicable Interest relating to the Bertin Notes. |
The deadline for holders to validly tender Notes and deliver consents and be eligible to receive payment of the Total Consideration (as defined below), which includes the Early Tender Payment (as defined below), will be 5:00p.m., New York City time, on June 10, 2014, unless extended or earlier terminated by JBS (such date and time, as the same may be modified, the "Early Tender Payment Deadline"). The Tender Offer will expire at 12:00Midnight, New York City time, on June 24, 2014, unless extended or earlier terminated by JBS (such date and time, as the same may be modified, the "Expiration Time"). Notes tendered may be withdrawn and consents delivered may be revoked at any time prior to the execution of the applicable supplemental indenture (the date and time of such execution and delivery, the "Withdrawal Deadline"), 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 Early Tender Payment Deadline and not validly withdrawn prior to the Withdrawal Deadline will be $1,155 (the "Total Consideration"). The Total Consideration includes a payment of $30 per $1,000 principal amount of Notes (the "Early Tender Payment") payable only in respect of Notes validly tendered and consents validly delivered at or prior to the Early Tender Payment Deadline. Holders validly tendering Notes after the Early Tender Payment Deadline but at or prior to the Expiration Time will be eligible to receive $1,125 per $1,000 principal amount of (the "Tender Offer Consideration"), which is an amount equal to the Total Consideration less the Early Tender Payment. In addition, holders whose Notes are purchased in the Tender Offer will receive accrued and unpaid interest in respect of their purchased Notes from the most recent interest payment date to, but not including, the Early Tender Payment Date or the Final Payment Date, as applicable (the "Applicable Interest").
JBS' obligation to accept for purchase, and to pay for, Notes validly tendered and not validly withdrawn pursuant to the Tender Offer is conditioned upon the satisfaction or, when applicable, waiver of certain conditions, which are more fully described in the Offer Documents, including, among others, a financing condition as described in the Offer Documents. In addition, subject to applicable law, JBS reserves the right, in its sole discretion, 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. JBS further reserves the right, in its sole discretion, not to accept any tenders of or deliveries of consents for any reason. JBS is making the Tender Offer and the Consent Solicitation only in those jurisdictions where it is legal to do so.
Morgan Stanley & Co. LLC is acting as dealer manager for the Tender Offer and the Consent Solicitation and can be contacted at +1(800) 624-1808 (toll free) or +1(212) 761-1057 (collect) with questions regarding the Tender Offer and the Consent Solicitation.
Copies of the Offer Documents are available to holders of Notes from D.F. King & Co., Inc., the information agent and the tender agent for the Tender Offer and the Consent Solicitation. Requests for copies of the Offer Documents should be directed 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.
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 JBS. This press release also is not a solicitation of consents to the proposed amendments to the indentures. No recommendation is made as to whether holders should tender their Notes or deliver their consents. Holders 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.
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.
