JBS USA Food Company Holdings Announces Cash Tender Offers for Up to $1,000.0 Million Combined Aggregate Principal Amount of Its 6.750% Senior Notes Due 2034 and 5.950% Senior Notes Due 2035
GREELEY, Colo., March 30, 2026 (GLOBE NEWSWIRE) -- JBS USA Food Company Holdings announced today the commencement of tender offers (the “Tender Offers”) to purchase for cash a combined aggregate principal amount of up to $1,000,000,000 of the aggregate principal amount (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”). Certain information regarding the Notes and the terms of the Tender Offers is summarized in the table below.
| Title of Security | CUSIP/ISIN | Principal Amount Outstanding | Acceptance Priority Level(1) | U.S. Treasury Reference Security(2) | Bloomberg Reference Page | Fixed Spread | Early Tender Payment(3)(4) | |
| 2034 Notes Tender Offer | 6.750% Senior Notes due 2034 | 47214BAC2, 47214BAA6 and L5659AAA5/ US47214BAC28, US4721BAA61 and USL5659AAA53 | $1,507,046,000 | 1 | 4.125% UST due 2/15/36 | FIT1 | + 85 bps | $50 |
| 2035 Notes Tender Offer | 5.950% Senior Notes due 2035 | 472140AB8, 472140AA0 and L56900 AA8/ US472140AB82, US472140AA00 and USL56900AA86 | $1,000,000,000 | 2 | 4.125% UST due 2/15/36 | FIT1 | + 100 bps | $50 |
(1) Subject to the 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.
(2) The applicable par call date is, with respect to (i) the 6.750% Senior Notes due 2034, December 15, 2033 and (ii) the 5.950% Senior Notes due 2035, January 20, 2035.
(3) Per $1,000 principal amount of Notes validly tendered prior to or at the Early Tender Date (as defined below) and accepted for purchase.
(4) The Total Consideration (as defined below) for each series of Notes validly tendered prior to or at the Early Tender Date and accepted for purchase is calculated using the applicable Fixed Spread and is inclusive of the applicable Early Tender Payment (as defined below). The Total Consideration for each series of Notes does not include the applicable accrued interest, which will be payable in addition to the applicable Total Consideration.
The Tender Offers are being made upon the terms, and subject to the conditions, described in the offer to purchase, dated March 30, 2026 (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 Holdings reserves the right, but is under no obligation, to increase or decrease the Maximum Amount 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 April 27, 2026, or any other date and time to which JBS USA Food Company Holdings 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 April 10, 2026 (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 April 13, 2026. 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 principal amount 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 Acceptance Priority Levels.
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 Maximum Amount. JBS USA Food Company Holdings reserves the right, but is under no obligation, to increase the Maximum Tender Amount at any time, subject to compliance with applicable law.
If the conditions of the applicable Tender Offer are satisfied, JBS USA Food Company Holdings (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 two 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 two 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 April 10, 2026, unless extended or earlier terminated by JBS USA Food Company Holdings.
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
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