GREELEY, Colo., Sept. 5, 2023 — JBS USA Lux S.A. (“JBS USA“) today announced the pricing of two series of senior unsecured notes for an aggregate principal amount of $2.5 billion. These notes consists of (i) $1,600.0 million aggregate principal amount of 6.750%% senior notes due 2034 (the “2034 notes”) and (ii) $900.0 million aggregate principal amount of 7.250% senior notes due 2053 (the “2053 notes” and together with the 2034 notes, the “Notes”). JBS USA initially intended to issue two series of notes, each in a benchmark size, in an expected aggregate principal amount of approximately $1.5 billion. The sale of the Notes is expected to close on September 19, 2023, subject to customary closing conditions.
JBS S.A. intends to use the net proceeds from this offering to repay shorter maturity debt and for general corporate purposes.
This press release is neither an offer to purchase nor a solicitation of an offer to sell or buy the Notes. There shall not be any sale of the Notes in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction.
The Notes and the guarantees have not been registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws and may not be offered or sold in the United States or to, or for the account or benefit of, any U.S. persons (as defined in Regulation S of the Securities Act) absent registration under the Securities Act, or pursuant to an applicable exemption from the registration requirements of the Securities Act and applicable state securities laws. JBS USA will enter into a registration rights agreement, pursuant to which it will agree to use its commercially reasonable efforts to (i) file an exchange offer registration statement with the Securities and Exchange Commission (“SEC”) to allow holders to exchange their Notes for the same principal amount of exchange notes, which will have terms identical in all material respects to the Notes, except that the exchange notes will not contain transfer restrictions and (ii) consummate such exchange offer within 365 days of entering into the registration rights agreement. The Notes will be offered only to “qualified institutional buyers” under Rule 144A of the Securities Act or, outside the United States, to persons other than “U.S. persons” in compliance with Regulation S.
Important Notice Regarding Forward-Looking Statements
This press release contains certain forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the U.S. Securities Exchange Act of 1934, as amended. Statements that are not historical facts, including statements about JBS S.A.’s perspectives and expectations, are forward-looking statements. The words “expect,” “believe,” “estimate,” “intend,” “plan” and similar expressions, when related to JBS S.A. and its subsidiaries (including JBS USA) and affiliates, 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. Forward-looking statements relate only to the date they were made and JBS USA undertakes no obligation to update forward-looking statements to reflect events or circumstances after the date they were made.
About JBS USA Lux S.A.
JBS USA Lux S.A. is one of the world’s largest producers of beef, pork, chicken and packaged food products. In terms of daily production capacity, JBS USA Lux S.A. is among the leading beef producers and the second-largest pork and chicken producer in the United States. In Australia, JBS USA Lux S.A. is the leading producer of beef, lamb and packaged foods. JBS USA Lux S.A. prepares, packages and delivers fresh, value-added and branded beef, pork, chicken, and lamb products to customers in more than 150 countries on six continents. JBS USA Lux S.A. is an indirect, wholly-owned subsidiary of JBS S.A., the largest protein company and the largest food company in the world in terms of net revenue.
CONTACT:
Diego Pirani
Treasurer [email protected]
+1 (970) 506-8117
SOURCE JBS USA Lux S.A.
