JBS USA Food Company Announces Early Tender Results Relating To Its 7.250% Senior Notes Due 2021
15 April 2019
GREELEY, Colo., April 15, 2019 /PRNewswire/ -- JBS USA Food Company announced today the early tender results in connection with its previously announced offer to purchase for cash (the "Tender Offer") and consent solicitation (the "Consent Solicitation") with respect to any and all of its outstanding U.S.$659,946,000 aggregate principal amount of 7.250% Senior Notes due 2021 (the "Notes").
The terms and conditions of the Tender Offer and the Consent Solicitation are described in the Offer to Purchase and Consent Solicitation Statement, dated April 1, 2019 (the "Offer to Purchase") previously distributed to holders of the Notes.
JBS USA Food Company has been advised that as of 5:00 p.m., New York City time, on April 12, 2019 (such date and time, the "Early Tender Payment Deadline"), U.S.$245,341,000 in aggregate principal amount of the Notes, representing 37.18% of the outstanding Notes, had been validly tendered (and not validly withdrawn) pursuant to the Tender Offer and consents delivered pursuant to the Consent Solicitation. JBS USA Food Company intends to purchase all Notes validly tendered (and not validly withdrawn) at or prior to the Early Tender Payment Deadline, with such settlement date expected to be on April 15, 2019 (the "Early Settlement Date").
JBS USA Food Company has not obtained the requisite consents for the execution of a supplemental indenture to amend the indenture governing the Notes, as set forth in the Offer to Purchase. Accordingly, a supplemental indenture to the indenture governing the Notes will not be executed. Any Notes not tendered and purchased pursuant to the Tender Offer will remain outstanding and will be governed by the terms of the indenture governing the Notes.
The total consideration payable to Holders for each U.S.$1,000 principal amount of Notes validly tendered at or prior to the Early Tender Payment Deadline and purchased pursuant to the Tender Offer will be U.S.$1,005 (the "Total Consideration"). The Notes Total Consideration includes an early tender payment of U.S.$30.00 per U.S.$1,000 principal amount of Notes (the "Early Tender Payment"), plus accrued and unpaid interest up to, but not including, the Early Settlement Date, payable only to holders who validly tender (and do not withdraw) their Notes and validly deliver (and do not revoke) the related consents at or prior to the Early Tender Payment Deadline.
Holders who have not yet tendered their Notes have until 11:59 P.M., New York City time, on April 29, 2019, unless extended by JBS USA Food Company (such time and date, as it may be extended, the "Expiration Time") to tender their Notes pursuant to the applicable Tender Offer. Holders of Notes who validly tender their Notes after the Early Tender Payment Deadline but at or prior to the Expiration Time will not be entitled to receive the Early Tender Payment and will therefore be entitled to receive only the Tender Offer Consideration, as described in the Offer to Purchase, plus accrued and unpaid interest up to, but not including, the Final Settlement Date.
Following the consummation of the Tender Offer and subject to the satisfaction of the financing condition as described in the Offer to Purchase, JBS USA Food Company currently intends to redeem any Notes that remain outstanding on June 1, 2019 in accordance with the "optional redemption" provision in the indenture governing the Notes, at a redemption price equal to 100.0% of the aggregate principal amount of the Notes, plus accrued and unpaid interest up to the date of redemption. However, there can be no assurance as to whether JBS USA Food Company will in fact pursue such "optional redemption."
Barclays Capital Inc. is acting as dealer manager for the Tender Offer and the solicitation agent for the Consent Solicitation and can be contacted at (800) 438-3242 (toll free) or (212) 528-7581 with questions regarding the Tender Offer and the Consent Solicitation.
Copies of the Offer to Purchase 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 to Purchase should be directed to D.F. King at (877) 536-1559 (toll free), (212) 269-5550 (collect) or firstname.lastname@example.org.
JBS USA Food Company's 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 to Purchase, including, among others, a financing condition as described in the Offer to Purchase. In addition, subject to applicable law, JBS USA Food Company reserves the right, in its sole discretion, to not accept any tenders of or deliveries of consents for any reason. JBS USA Food Company is making the Tender Offer only in those jurisdictions where it is legal to do so.
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 Offer and the Consent Solicitation are being made solely on the terms and conditions set forth in the Offer to Purchase. 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 USA Lux S.A. or any of its subsidiaries, including JBS USA Food Company. The Tender Offer and the Consent Solicitation are not being made to, nor will JBS USA Food Company accept tenders of Notes or accept deliveries of consents from, holders in any jurisdiction in which the Tender Offers and the Consent Solicitation or the acceptance thereof would not be in compliance with the securities of blue sky laws of such jurisdiction. This press release also is not a solicitation of consents to the proposed amendments to the indenture governing the Notes. No recommendation is made as to whether holders should tender their Notes or deliver their consents with respect to the Notes. Holders should carefully read the Offer to Purchase because they contain important information, including the various terms and conditions of the Tender Offer and the Consent Solicitation.
Important Notice Regarding Forward-Looking Statements
This press release contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended and Section 21E of the United States Exchange Act of 1934.. 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 Lux S.A. 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 Food Company undertakes no obligation to update forward-looking statements to reflect events or circumstances after the date they were made.
JBS USA Lux S.A. is a leading processor of beef and pork in the United States, the number one processor of beef in Australia in terms of daily slaughtering capacity, and the number two processor of chicken in the U.S. and U.K. through its subsidiary, Pilgrim's Pride Corporation. JBS USA Lux S.A. processes, prepares, packages and delivers fresh, processed and value-added beef, pork, chicken, and lamb products for sale to customers in the United States and international markets. In addition to the U.S. and Australia, JBS USA Lux S.A. has processing facilities in Canada (beef), Europe (chicken) and Mexico (chicken).
Director, Investor Relations
Web site: http://www.jbssa.com/
SOURCE JBS USA