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The tender offers are being made upon the terms, and subject to the conditions, described in the offer to purchase, dated June 11, 2024 (as it may be amended or supplemented from time to time, the “Offer to Purchase”), which sets forth a detailed description of the tender offers. JBS USA Food Company reserves the right, but is under no obligation, to increase or decrease the Maximum Amount and/or increase, decrease or eliminate the Pool 1 Tender Cap in the table above in its sole discretion, at any time, without extending or reinstating withdrawal rights, subject to compliance with applicable law.
The tender offers for the Notes will expire at 5:00 p.m., New York City time, on July 11, 2024, or any other date and time to which JBS USA Food Company extends the applicable tender offer (such date and time, as it may be extended with respect to a tender offer, the “Expiration Date”), unless earlier terminated. Holders of Notes must validly tender and not validly withdraw their Notes prior to or at 5:00 p.m., New York City time, on June 25, 2024 (such date and time, as it may be extended with respect to a tender offer, the applicable “Early Tender Date”), to be eligible to receive the applicable Total Consideration, which is inclusive of an amount in cash equal to the applicable amount set forth in the table above under the heading “Early Tender Payment” (the “Early Tender Payment”), plus accrued and unpaid interest. If a holder validly tenders Notes after the applicable Early Tender Date but prior to or at the applicable Expiration Date, the holder will only be eligible to receive the applicable Late Tender Offer Consideration (as defined below), plus accrued and unpaid interest.
The applicable consideration (the “Total
Consideration”) offered per $1,000 principal amount of each series of Notes validly tendered and accepted for purchase pursuant
to the applicable tender offer will be determined in the manner described in the Offer to Purchase by reference to the applicable fixed
spread for such Notes (the “Fixed Spread”) plus the applicable yield based on the bid-side price of the applicable
U.S. Treasury Reference Security at 10:00 a.m., New York City time, on June 26, 2024. The “Late Tender Offer Consideration”
for each series of Notes is equal to the Total Consideration minus the Early Tender Payment for each series of Notes. Holders will also
receive accrued and unpaid interest on Notes validly tendered and accepted for purchase from the applicable last interest payment date
up to, but not including, the applicable settlement date.
Notes tendered after the applicable
Early Tender Date but prior to or at the applicable Expiration Date will be eligible for purchase only if and to the extent that the aggregate
purchase price, excluding the applicable accrued and unpaid interest, of Notes that are validly tendered and accepted for purchase in
the tender offers as of the Early Tender Date is less than the Maximum Amount, subject to the Pool 1 Tender Cap and the Acceptance Priority
Levels.
JBS USA Food Company (or one of its
affiliates) intends to fund the purchase of validly tendered and accepted Notes with cash on hand.
The tender offers will expire on the
applicable Expiration Date. Provided that the conditions of the applicable tender offer are satisfied, JBS USA Food Company (or any of
its affiliates) reserves the right, in its sole discretion, to make payment for Notes validly tendered prior to or at the Early Tender
Date and accepted for purchase on an earlier settlement date, which, if applicable, is expected to be within three business days after
the Early Tender Date, or as promptly as practicable thereafter. Otherwise, payment for the Notes validly tendered prior to or at the
Expiration Date, and accepted for purchase, will be made within three business days after the Expiration Date, or as promptly as practicable
thereafter.
Tendered Notes may be withdrawn prior
to or at, but not after, 5:00 p.m., New York City time, on June 25, 2024, unless extended or earlier terminated by JBS USA Food Company.
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