#Brazil #São Paulo #JBS S.A. #Exchange Offers #Financial Restructuring

JBS S.A. and JBS USA Finalize Exchange Offers for Existing Notes

In a significant move in the financial markets, JBS S.A. and its subsidiary, JBS USA Holding Lux S.à r.l., have announced the successful expiration of their previously detailed offers to exchange existing notes. These transactions are part of a broader strategy to streamline their debt obligations and strengthen their balance sheet.

The exchange offers, which have been made public, were particularly aimed at managing various series of outstanding notes that the company issued. As confirmed by JBS, these offers officially ended at 5:00 PM on November 25, 2024. Holding such notes indicates that they had indeed successfully participated before the deadline set forth by JBS.

Exchange Offer Highlights

Based on the data released by JBS:

• - 6.750% Senior Notes due 2034: JBS accepted $1,501,627,000 out of $1,507,046,000 outstanding, which accounts for approximately 99.64% of these notes.
• - 7.250% Senior Notes due 2053: $899,386,000 of $900,000,000 outstanding were validly tendered, equating to 99.93%.
• - 3.000% Sustainability-Linked Senior Notes due 2032 were also a notable inclusion, with an astounding participation level of 99.99%.

All numbers indicate substantial participation from bondholders, thereby underscoring the acceptance of JBS's restructuring plan. In total, all series offered for exchange received significant interest, aimed at converting existing plastic debt into new, more favorable notes for both companies.

Expected Settlement

The anticipated settlement date for these exchanges is projected to be around November 27, 2024. Existing noteholders who participated in the exchange and did not withdraw their tender before the expiration will receive new notes equivalent to the principal amount of their existing holdings.

One of the key aspects of this swap is that although the terms of the newly issued notes will be largely similar to those of the existing notes, they will be registered under the Securities Act of 1933. This allows for a smoother trading process, with less stringent transfer restrictions compared to the previously issued notes.

Regulatory Framework

JBS has ensured complete compliance with the necessary regulations by filing a registration statement with the U.S. Securities and Exchange Commission (SEC) earlier this year. The full outline of terms and conditions was encompassed in a prospectus dated October 25, 2024, and has since evolved through relevant amendments.

This strategic move does not denote a new financing undertaking but merely a restructuring of existing debt. It highlights JBS's proactive approach in maintaining liquidity and preparing for future financial stability.

Conclusion

As the settlement date approaches, stakeholders will undoubtedly keep a close watch on JBS's strategic direction following this exchange. Not only will this successful execution offer JBS leeway in further enhancing its financial positioning, but it exemplifies the company's ongoing efforts to optimize its capital structure amidst dynamic market conditions. Investors and market analysts alike will look forward to seeing how these changes influence JBS's future operations and financial reporting.

Moving forward, JBS remains committed to advancing its operational success while ensuring compliance and transparency in all its undertakings. The results of the exchange offer mark a critical milestone in this endeavor.