Yahoo FinanceJBS S.A. And JBS USA Lux S.A. Announce Expiration Of, And Receipt Of Requisite Consents In Connection With, The Consent Solicitations For Each Of The 7.000% Senior Notes Due 2026 And 5.750% Senior Notes Due 2028 Of JBS USA Food Company And Each Of The 6.750% Senior Notes Due 2028, 6.500% Senior Notes Due 2029 And 5.500% Senior Notes Due 2030 Of JBS USA Lux S.A., JBS USA Finance, Inc. And JBS USA Food Company
SÃO PAULO and GREELEY, Colo., June 30, 2021 /PRNewswire/ -- JBS S.A. ("JBS S.A.") and JBS USA Lux S.A. ("JBS USA") announced today that (i) JBS S.A. received Requisite Consents (as defined below) (with respect to each series of JBS S.A. Notes (as defined below), the "JBS S.A. Consents") from the holders of each of the 7.000% Senior Notes due 2026 and 5.750% Senior Notes due 2028 issued by JBS USA Food Company (as substituted issuer of JBS Investments II GmbH) (together, the "JBS S.A. Notes") and (ii) JBS USA received Requisite Consents (with respect to each series of JBS USA Notes (as defined below), the "JBS USA Consents" and, together with the JBS S.A. Consents, the "Consents") from the holders of each of the 6.750% Senior Notes due 2028, 6.500% Senior Notes due 2029 and 5.500% Senior Notes due 2030 issued by JBS USA, JBS USA Finance, Inc. and JBS USA Food Company (collectively, the "JBS USA Notes" and, collectively with the JBS S.A. Notes, the "Notes") 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").
As of the Expiration Time, JBS S.A. and JBS USA, as applicable, 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 owned by JBS S.A., JBS USA, or any of their respective affiliates) ("Requisite Consents"). Holders of the applicable Notes as of 5:00 p.m. (New York City time) on June 18, 2021 (such date and time, the "Record Date") will receive a cash payment equal to U.S.$1.25 per U.S.$1,000 principal amount of such 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 July 7, 2021 or promptly thereafter.
The Proposed Amendments with respect to the JBS S.A. Notes conform certain provisions and restrictive covenants (and definitions related thereto) of the Indentures governing the JBS S.A. Notes to the corresponding provisions and restrictive covenants (and definitions related thereto) set forth in the indenture governing JBS Finance Luxembourg S.à r.l.'s 3.625% Sustainability-Linked Senior Notes due 2032, which are guaranteed by JBS S.A. (the "New JBS S.A. Notes"). The Proposed Amendments are described in greater detail in the consent solicitation statement of JBS S.A., dated June 21, 2021 (the "JBS S.A. Consent Solicitation Statement"), pursuant to which the JBS S.A. Consents were conducted. A supplemental indenture with respect to each series of JBS S.A. Notes giving effect to the Proposed Amendments has been executed and Consents can no longer be revoked. The Proposed Amendments will become operative with respect to each series of JBS S.A. Notes only upon payment of the applicable consent fee.
The Proposed Amendments with respect to the JBS USA Notes conform certain provisions and restrictive covenants (and definitions related thereto) of the Indentures governing the JBS USA Notes to the corresponding provisions and restrictive covenants (and definitions related thereto) set forth in the indenture governing JBS USA's 3.750% Senior Notes due 2031 (the "New JBS USA Notes"). The Proposed Amendments are described in greater detail in the consent solicitation statement of JBS USA, dated June 21, 2021 (the "JBS USA Consent Solicitation Statement" and, together with the JBS S.A. Consent Solicitation Statement, the "Consent Solicitation Statements"), pursuant to which the JBS USA Consents were conducted. A supplemental indenture with respect to each series of JBS USA Notes giving effect to the Proposed Amendments has been executed and Consents can no longer be revoked. The Proposed Amendments will become operative with respect to each series of JBS USA Notes only upon payment of the applicable consent fee.
Concurrently with the Consent Solicitations, JBS USA sought a substantially similar conforming amendment as was being solicited pursuant to the JBS USA Consent Solicitation Statement from the lenders under its (i) term loan credit agreement, dated as of May 27, 2011, among JBS USA, the credit parties signatory thereto, Barclays Bank Plc, as administrative agent, and the lenders signatory thereto (as amended, supplemented or otherwise modified, the "Term Loan Credit Agreement") and (ii) revolving syndicated facility agreement, dated October 12, 2018, among JBS USA, JBS USA Food Company, JBS Australia PTY Limited and JBS Food Canada ULC, the other credit parties signatory thereto, the lenders party thereto, Royal Bank of Canada, as administrative agent, Australian administrative agent, and Canadian Administrative Agent (as amended, supplemented or otherwise modified, the "ABL Revolving Credit Agreement" and, together with the Term Loan Credit Agreement, the "Credit Agreements"). JBS USA received consent from the applicable lenders under each Credit Agreement, and each such Credit Agreement will be amended accordingly.
Each Consent Solicitation expired at 5:00 p.m. (New York City time) on June 29, 2021, as applicable (each such date and time is referred to as the "Expiration Time").
The Solicitation Agent for each Consent Solicitation was Barclays Capital Inc., who may be contacted at +1 (800) 438-3242 (toll-free) or +1 (212) 528-7581 (collect).
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
E-mail: JBS@dfking.com
JBS S.A. is a corporation (sociedade anônima) incorporated under the laws of the Federative Republic of Brazil. JBS USA is a Luxembourg société anonyme, having its registered office at 8-10, avenue de la Gare, L - 1610 Luxembourg, Grand Duchy of Luxembourg and registered with the Luxembourg RCS under number B 203.443.
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 S.A., JBS USA and each of their 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 S.A. and JBS USA undertake no obligation to update forward-looking statements to reflect events or circumstances after the date they were made.
SOURCE JBS S.A and JBS USA Lux S.A.
