JBS USA LUX S.A. Announces Issuance of $500 Million Senior Notes Offering

Press Release May 14, 2021
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JBS USA Lux S.A. (“JBS USA”), JBS USA Food Company and JBS USA Finance today announced a successfully priced at par offering of $500 million aggregate principal amount of senior notes maturing Dec. 1, 2031 (the “Notes”). The Notes have an interest rate of 3.75%, the lowest ever issued by the company, and the deal is multiple times oversubscribed. The offering is expected to close on May 28, 2021, subject to customary closing conditions.  

JBS USA intends to use the net proceeds of the Notes to finance the acquisition of Vivera Topholding BV, the third-largest manufacturer of plant-based food products in Europe. The agreement to acquire Vivera, signed in April, strengthens and boosts JBS’ global platform of plant-based products, adding technological knowledge and innovation capacity to enhance JBS businesses in this segment: Incrivel, from Seara, in Brazil, and OZO, from Planterra, in the United States. The net proceedings, after the payment of this acquisition, will be used 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 will not be 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. 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 USA’s perspectives and expectations, are forward-looking statements. The words “expect,” “believe,” “estimate,” “intend,” “plan” and similar expressions, when related to JBS USA and its subsidiaries 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.