SAO PAULO, June 25, 2014 /PRNewswire/ -- JBS S.A.
("JBS") announced today the early tender results in connection with
its previously announced cash tender offers (the "Tender Offer")
and related consent solicitations (the "Consent Solicitation" and,
together with the Tender Offer, the "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"). The
early tender payment deadlines for each of the Tender Offers
occurred at 5:00 p.m., New York City time, on June 24, 2014 (the "Early Tender Payment
Deadline").
JBS has been advised that as of the Early Tender Payment
Deadline: (i) $115,857,000 in
aggregate principal amount of the 2016 Notes, representing
approximately 38.6% of the outstanding 2016 Notes, and (ii)
$147,066,000 in aggregate principal
amount of the Bertin Notes, representing approximately 42.0% of the
outstanding Bertin Notes, have been validly tendered (and not
validly withdrawn) pursuant to the Tender Offer. JBS 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to purchase all Notes validly tendered (and not validly withdrawn)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 or about June 25, 2014.
Holders of 2016 Notes who have validly tendered their 2016 Notes
at or prior to the Early Tender Payment Deadline are eligible to
receive the 2016 Notes Total Consideration described in the Offer
Documents (as defined below), which includes an early tender
payment, plus accrued and unpaid interest up to, but not including,
the settlement date for the 2016 Notes. JBS has not obtained
the requisite consents for the execution of a supplemental
indenture to amend the indenture governing the 2016 Notes, as set
forth in the Offer to Purchase (as defined below).
Accordingly, a supplemental indenture to the indenture governing
the 2016 Notes will not be executed. Any 2016 Notes not tendered
and purchased pursuant to the Tender Offer for the 2016 Notes will
remain outstanding and will be governed by the terms of the
indenture governing the 2016 Notes.
Holders of Bertin Notes who have validly tendered their Bertin
Notes at or prior to the Early Tender Payment Deadline are eligible
to receive the Bertin Notes Total Consideration described in the
Offer Documents, which includes an early tender payment, plus
accrued and unpaid interest up to, but not including, the
settlement date for the Bertin Notes. JBS has not obtained
the requisite consents for the execution of a supplemental
indenture to amend the indenture governing the Bertin Notes, as set
forth in the Offer to Purchase. Accordingly, a supplemental
indenture to the indenture governing the Bertin Notes will not be
executed. Any Bertin Notes not tendered and purchased pursuant to
the Tender Offer for the Bertin Notes will remain outstanding and
will be governed by the terms of the indenture governing the Bertin
Notes.
The terms and conditions of the Offer are described in the Offer
to Purchase and Consent Solicitation Statement, dated June 11, 2014 (the "Offer to Purchase"), and the
related Letter of Transmittal and Consent (together, the "Offer
Documents") previously distributed to holders of the Notes.
JBS' obligation to purchase Notes in the applicable Tender Offer is
conditioned on the satisfaction or waiver of certain conditions
described in the Offer Documents, including the satisfaction of the
Financing Condition (as defined in the Offer to Purchase).
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.
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.
JBS reserves the right, in its sole discretion, not to accept
any tenders of applicable Notes or deliveries of related consents
for any reason. JBS is making the applicable Tender Offer and
the applicable Consent Solicitation only in those jurisdictions
where it is legal to do so.
Wells Fargo Securities, LLC is acting as dealer manager for the
Offer and can be contacted at +1(866) 309-6316 (toll free) or
+1 (704) 410-4760 (collect) with questions regarding the
Offer.
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.
This announcement is not an offer to purchase, a solicitation of
an offer to purchase or a solicitation of consents. The
Tender Offer and the Consent Solicitation are being made solely
pursuant to the Offer Documents. The Tender Offer and the
Consent Solicitation are not being made to, nor will JBS accept
tenders of Notes and deliveries of consents from, Holders in any
jurisdiction in which the Tender Offer and the Consent Solicitation
or the acceptance thereof would not be in compliance with the
securities or blue sky laws of such jurisdiction.
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.