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JBS S.A. Announces Early Tender Results Of JBS Investments GmbH's 7.250% Senior Notes Due 2024 And 6.250% Senior Notes Due 2023 And Receipt Of Requisite Consents Relating To Its 7.250% Senior Notes Due 2024

SAO PAULO, Aug. 5, 2019 /PRNewswire/ -- JBS S.A. ("JBS") announced today the early tender results in connection with JBS Investments GmbH's ("JBS Investments") previously announced offers to purchase for cash (the "Tender Offers") for (i) any and all of the outstanding U.S.$750,000,000 aggregate principal amount of 7.250% Senior Notes due 2024 of JBS Investments (the "2024 Notes") and (ii) up to U.S.$350,000,000 (the "Maximum Tender Amount") of the outstanding U.S.$775,000,000 aggregate principal amount of 6.250% Senior Notes due 2023 of JBS Investments (formerly ESAL GmbH) (the "2023 Notes" and together with the 2024 Notes, the "Notes"). JBS also announced receipt of requisite consents in connection with JBS Investments' previously announced consent solicitation (the "2024 Notes Consent Solicitation") from the holders of the 2024 Notes for the adoption of the Proposed Amendments (as defined below).

The terms and conditions of the Tender Offers and the 2024 Notes Consent Solicitation are described in the Offer to Purchase and Consent Solicitation Statement, dated July 23, 2019 (the "Offer to Purchase"), previously distributed to holders of the Notes.

JBS has been advised that as of 5:00 p.m., New York City time, on August 5, 2019 (such date and time, the "Early Tender Payment Deadline"), U.S.$449,135,000 in aggregate principal amount of the 2024 Notes, representing approximately 60% of the outstanding 2024 Notes, had been validly tendered (and not validly withdrawn) pursuant to the 2024 Notes Tender Offer and consents delivered pursuant to the 2024 Notes Consent Solicitation. JBS Investments intends to purchase all 2024 Notes validly tendered (and not validly withdrawn) at or prior to the Early Tender Payment Deadline, with such settlement date expected to be on August 6, 2019 (the "2024 Notes Early Settlement Date").

JBS Investments has been advised that as of the Early Tender Payment Deadline, U.S.$413,109,000 in aggregate principal amount of the 2023 Notes, representing approximately 53% of the outstanding 2023 Notes, had been validly tendered (and not validly withdrawn) pursuant to the 2023 Notes Tender Offer.  Because the aggregate principal amount of 2023 Notes tendered in the 2023 Notes Tender offer exceeds the Maximum Tender Amount, the amount of 2023 Notes validly tendered at or prior to the Early Tender Payment Deadline and accepted for purchase on the settlement date, with such settlement date expected to be on August 6, 2019 (the "2023 Notes Early Settlement Date"), will be prorated and subject to the proration procedures described in the Offer to Purchase. 

The total consideration payable to 2024 Notes Holders for each U.S.$1,000 principal amount of 2024 Notes validly tendered at or prior to the Early Tender Payment Deadline and purchased pursuant to the 2024 Notes Tender Offer will be U.S.$1,039.75 (the "2024 Notes Total Consideration"). The 2024 Notes Total Consideration includes an early tender payment of U.S.$30.00 per U.S.$1,000 principal amount of 2024 Notes (the "2024 Notes Early Tender Payment"), plus accrued and unpaid interest up to, but not including, the 2024 Notes Early Settlement Date, payable only to 2024 Notes Holders who validly tender (and do not withdraw) their 2024 Notes and validly deliver (and do not revoke) the related 2024 Notes consents at or prior to the Early Tender Payment Deadline. JBS Investments intends to execute a supplemental indenture (the "2024 Notes Supplemental Indenture") to the indenture governing the 2024 Notes (the "2024 Notes Indenture"), which will, among other things, (i) eliminate substantially all of the restrictive covenants and certain events of default and related provisions contained in the 2024 Notes Indenture and (ii) reduce the minimum required notice period for the redemption of 2024 Notes from 30 days to three days prior to the date fixed for redemption (maintaining the maximum notice period of 60 days). Adoption of the proposed amendments (the "Proposed Amendments") to the 2024 Notes Indenture requires consents of holders of a majority in aggregate principal amount of the 2024 Notes outstanding (excluding any 2024 Notes owned by JBS or any of its affiliates). JBS Investments has obtained the requisite consents for the Proposed Amendments to the 2024 Notes Indenture. Any 2024 Notes not tendered and purchased pursuant to the 2024 Notes Tender Offer will remain outstanding and will be governed by the terms of the 2024 Notes Indenture, as amended by the 2024 Notes Supplemental Indenture.

The total consideration payable to 2023 Notes Holders for each U.S.$1,000 principal amount of 2023 Notes validly tendered at or prior to the Early Tender Payment Deadline and purchased pursuant to the 2023 Notes Tender Offer will be U.S.$1,022.08 (the "2023 Notes Total Consideration"). The 2023 Notes Total Consideration includes an early tender payment of U.S.$30.00 per U.S.$1,000 principal amount of 2023 Notes (the "2023 Notes Early Tender Payment"; and together with the 2024 Notes Early Tender Payment, the "Early Tender Payment"), plus accrued and unpaid interest up to, but not including, the 2023 Notes Early Settlement Date, payable only to 2023 Notes Holders who validly tender (and do not withdraw) their 2023 Notes 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 August 19, 2019, unless extended by JBS Investments (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 applicable Tender Offer Consideration, as described in the Offer to Purchase, plus accrued and unpaid interest up to, but not including, the Final Settlement Date. In addition, because the aggregate principal amount of 2023 Notes tendered in the 2023 Notes Tender offer exceeds the Maximum Tender Amount, the amount of any 2023 Notes tendered after the Early Tender Payment Deadline will not be eligible for purchase.

JBS Investments' obligation to accept for purchase, and to pay for, Notes validly tendered and not validly withdrawn pursuant to the Tender Offers 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 Investments reserves the right, in its sole discretion, to not accept any tenders of or deliveries of consents for any reason. JBS Investments is making the Tender Offers and the 2024 Notes Consent Solicitations only in those jurisdictions where it is legal to do so.

Barclays Capital Inc. is acting as dealer manager for the Tender Offers and as solicitation agent for the 2024 Notes Consent Solicitation. Questions regarding the Tender Offers and the 2024 Notes Consent Solicitation should be directed to Barclays at +1 (800) 438-3242 (toll free) or +1 (212) 528-7581 (collect).

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 Offers and the 2024 Notes Consent Solicitation. Requests for copies of the Offer to Purchase should be directed to D.F. King at +1 (877) 536-1556 (toll free), +1 (212) 269-5550 (collect) or jbs@dfking.com.

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 Offers and the 2024 Notes 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 or any of its subsidiaries, including JBS Investments. The Tender Offers and the 2024 Notes Consent Solicitation are not being made to, nor will JBS accept tenders of Notes or accept deliveries of 2024 Notes Consents from, holders in any jurisdiction in which the Tender Offers and the 2024 Notes 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 2024 Notes. No recommendation is made as to whether holders should tender their Notes or deliver their consents with respect to the 2024 Notes. Holders should carefully read the Offer to Purchase because it contains important information, including the various terms and conditions of the Tender Offers and the 2024 Notes Consent Solicitation.

Important Notice Regarding Forward-Looking Statements

This press release contains certain forward-looking statements within the meaning of Section 27A of the U.S. Securities Act of 1933, as amended, and Section 21E of the U.S. Securities Exchange Act of 1934, as amended. Statements that are not historical facts, including statements about JBS' 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.

 

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