GREELEY, Colo., April 10, 2026 (GLOBE NEWSWIRE) -- JBS USA Food Company Holdings announced today (i) the early tender results for its tender offers (the “Tender Offers”) to purchase for cash a combined aggregate principal amount of up to $1,000,000,000 aggregate principal amount (subject to increase by JBS USA Food Company Holdings in its sole discretion, the “Maximum Amount”) of its 6.750% Senior Notes due 2034 (the “2034 Notes”) and its 5.950% Senior Notes due 2035 (the “2035 Notes” and, together with the 2034 Notes, the “Notes”) and (ii) that it has increased the Maximum Amount from up to $1,000,000,000 aggregate principal amount of the Notes to up to $1,200,000,000 aggregate principal amount of the Notes (the “Increased Maximum Amount”). Except for the changes with respect to the Increased Maximum Amount, there are no other modifications being made with respect to the Tender Offers as set forth in the Offer to Purchase (as defined below).
JBS USA Food Company Holdings has been advised that as of 5:00 p.m., New York City time, on April 10, 2026 (such date and time, the “Early Tender Date”), the aggregate principal amount of each series of Notes listed in the table below had been validly tendered and not validly withdrawn in each Tender Offer.
| Title of Security | CUSIP/ISIN | Principal Amount Outstanding | Acceptance Priority Level(1) | Principal Amount Tendered at Early Tender Date | |||
| 2034 Notes Tender Offer | 6.750% Senior Notes due 2034 | 47214BAC2, 47214BAA6 and L5659AAA5/ US47214BAC28, US4721BAA61 and USL5659AAA53 | $1,507,046,000 | 1 | $1,322,843,000 | ||
| 2035 Notes Tender Offer | 5.950% Senior Notes due 2035 | 472140AB8, 472140AA0 and L56900 AA8/ US472140AB82, US472140AA00 and USL56900AA86 | $1,000,000,000 | 2 | $829,769,000 | ||
(1) Subject to the Increased Maximum Amount and proration, if applicable, the principal amount of each series of Notes that is purchased in the Tender Offers will be determined in accordance with the applicable Acceptance Priority Level (in numerical priority order) specified in this column.
The Tender Offers are being made upon the terms, and subject to the conditions, previously described in the offer to purchase, dated March 30, 2026 (as amended by this press release, the “Offer to Purchase”). JBS USA Food Company Holdings refers investors to the Offer to Purchase for the complete terms and conditions of the Tender Offers.
Withdrawal rights for the Notes expired on the Early Tender Date. JBS USA Food Company Holdings expects to elect to exercise its right to make payment on April 14, 2026 (the “Early Settlement Date”) for Notes that were validly tendered prior to or at the Early Tender Date and that are accepted for purchase.
Because the aggregate principal amount of 2034 Notes that have been validly tendered and not validly withdrawn prior to or at the Early Tender Date exceeds the Increased Maximum Amount, JBS USA Food Company Holdings does not expect to accept for purchase all 2034 Notes that have been validly tendered and not validly withdrawn prior to or at the Early Tender Date. Rather, subject to the Increased Maximum Amount and the Acceptance Priority Levels set forth in the table above, JBS USA Food Company Holdings expects to accept for purchase $1,200,000,000 aggregate principal amount of the 2034 Notes validly tendered and not validly withdrawn prior to or at the Early Tender Date on a prorated basis using a proration factor to be announced following the determination of the Total Consideration (as defined herein). As described further in the Offer to Purchase, 2034 Notes tendered and not accepted for purchase will be promptly credited to the tendering holder’s account. In addition, because the 2034 Notes validly tendered and not validly withdrawn prior to or at the Early Tender Date have an aggregate principal amount that exceeds the Increased Maximum Amount, JBS USA Food Company Holdings does not expect to accept for purchase (i) any 2035 Notes that have been validly tendered prior to or at the Early Tender Date and (ii) any Notes tendered after the Early Tender Date on a subsequent settlement date.
The consideration (the “Total Consideration”) offered per $1,000 principal amount of 2034 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 the 2034 Notes 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 April 13, 2026 (the “Price Determination Date”). Only holders of 2034 Notes who validly tendered and did not validly withdraw their Notes prior to or at the Early Tender Date are eligible to receive the Total Consideration for 2034 Notes accepted for purchase. Holders will also receive accrued and unpaid interest on the 2034 Notes validly tendered and accepted for purchase from the applicable last interest payment date up to, but not including, the Early Settlement Date.
Promptly after the Price Determination Date, JBS USA Food Company Holdings will issue a news release specifying, among other things, (i) the aggregate principal amount of the 2034 Notes validly tendered and not validly withdrawn as of the Early Tender Date and expected to be accepted for purchase in the applicable Tender Offer, (ii) the proration factor for the 2034 Notes and (iii) the Total Consideration for the 2034 Notes expected to be accepted for purchase.
JBS USA Food Company Holdings’ 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. The Tender Offers are not conditioned on any minimum principal amount of Notes being tendered. However, the Tender Offers are subject to the Increased Maximum Amount. JBS USA Food Company Holdings reserves the right, but is under no obligation, to increase the Increased Maximum Amount at any time, subject to compliance with applicable law.
Information Relating to the Tender Offers
BBVA Securities Inc., Citigroup Global Markets Inc., Mizuho Securities USA LLC and RBC Capital Markets, LLC are the dealer managers for the Tender Offers. Investors with questions regarding the terms and conditions of the Tender Offers may contact BBVA Securities Inc. at (800) 422-8692 or by email at LiabilityManagement@bbva.com, Citigroup Global Markets Inc. at (800) 558-3745 (toll-free) or (212) 723-6106 (collect) or by email at ny.liabilitymanagement@citi.com, Mizuho Securities USA LLC at (866) 271-7403 (toll-free) or (212) 205-7741 (collect) and RBC Capital Markets, LLC at (877) 381-2099 (toll-free) or (212) 618-7843 (collect) or by email at liability.management@rbccm.com.
D.F. King & Co., Inc. is the tender and information agent for the Tender Offers. The full details of the Tender Offers, including complete instructions on how to tender Notes, are included in the Offer to Purchase. Investors with questions regarding the procedures for tendering Notes and/or that want to obtain the Offer to Purchase may contact the tender and information agent by email at jbs@dfking.com, or by phone at (646) 981-1284 (for banks and brokers only) or (877) 283-0318 (for all others, toll-free). Beneficial owners may also contact their broker, dealer, commercial bank, trust company or other nominee for assistance.
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 are being made solely on the terms and conditions set forth in the Offer to Purchase. Under no circumstances shall this news release constitute an offer to buy or the solicitation of an offer to sell the Notes or any other securities of JBS N.V. or any of its subsidiaries, including JBS USA Food Company Holdings. The Tender Offers are not being made to, nor will JBS USA Food Company Holdings accept tenders of Notes from, holders in any jurisdiction in which the Tender Offers or the acceptance thereof would not be in compliance with the securities or blue sky laws of such jurisdiction. No recommendation is made as to whether holders should tender their Notes. Holders should (i) carefully read the Offer to Purchase because it contains important information, including the various terms and conditions of the Tender Offers, (ii) consult their own investment and tax advisors and (iii) make their own decisions whether to tender Notes in the Tender Offers, and, if so, the principal amount of Notes to tender.
Important Notice Regarding Forward-Looking Statements
This news release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements are subject to certain risks, uncertainties and assumptions and typically can be identified by the use of words such as “expect,” “estimate,” “should,” “anticipate,” “forecast,” “plan,” “guidance,” “outlook,” “believe” and similar terms. Although JBS USA Food Company Holdings believes that the expectations are reasonable, it can give no assurance that these expectations will prove to be correct, and actual results may vary materially.
JBS USA Food Company Holdings undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. The foregoing review of factors that could cause JBS USA Food Company Holdings’ actual results to differ materially from those contemplated in the forward-looking statements included in this news release should be considered in connection with information regarding risks and uncertainties that may affect JBS USA Food Company Holdings’ future results included in JBS N.V.’s filings with the SEC at www.sec.gov.
About JBS USA Food Company Holdings
JBS USA Food Company Holdings is a wholly-owned subsidiary of JBS N.V., a co-issuer of the Notes and the largest protein company and one of the largest food companies in the world in terms of net revenue. In terms of daily production capacity, JBS N.V. is the leading global beef and poultry producer, the second-largest global pork producer, a leading lamb producer, a leading regional fish producer and a leading table eggs producer in Brazil. JBS N.V. sells its products to more than 330,000 customers worldwide in approximately 197 countries on six continents.
Contacts:
Diego Pirani
Treasurer
Phone: +1 (970) 506-8117
e-mail: JBS.USA@jbssa.com
Nikki Richardson
JBS USA Food Company Holdings Communications
nikki.richardson@jbssa.com
