JBS S.A. AND JBS USA LUX S.A. ANNOUNCE REGISTERED EXCHANGE OFFERS FOR ANY AND ALL OF THE EXISTING NOTES

SÃO PAULO, July 24, 2023 /PRNewswire/ -- JBS S.A. and JBS Lux S.A. announced today that they have commenced registered exchange offers (the "Exchange Offers") to exchange up to:

• US$991,395,000 aggregate principal amount of newly issued and registered 2.500% Senior Notes due 2027 (the "Registered 2027 Notes") for an equal principal amount of our outstanding 2.500% Senior Notes due 2027 (the "Existing 2027 Notes");
  
  
• US$900,000,000 aggregate principal amount of newly issued and registered 5.125% Senior Notes due 2028 (the "Registered 2028 Notes") for an equal principal amount of our outstanding 5.125% Senior Notes due 2028 (the "Existing 2028 Notes");
  
  
• US$77,973,000 aggregate principal amount of newly issued and registered 6.500% Senior Notes due 2029 (the "Registered 6.500% 2029 Notes") for an equal principal amount of our outstanding 6.500% Senior Notes due 2029 (the "Existing 6.500% 2029 Notes");
  
  
• US$600,000,000 aggregate principal amount of newly issued and registered 3.000% Senior Notes due 2029 (the "Registered 3.000% 2029 Notes") for an equal principal amount of our outstanding 3.000% Senior Notes due 2029 (the "Existing 3.000% 2029 Notes");
  
  
• US$1,250,000,000 aggregate principal amount of newly issued and registered 5.500% Senior Notes due 2030 (the "Registered 2030 Notes") for an equal principal amount of our outstanding 5.500% Senior Notes due 2030 (the "Existing 2030 Notes");
  
  
• US$500,000,000 aggregate principal amount of newly issued and registered 3.750% Senior Notes due 2031 (the "Registered 2031 Notes") for an equal principal amount of our outstanding 3.750% Senior Notes due 2031 (the "Existing 2031 Notes");
  
  
• US$1,000,000,000 aggregate principal amount of newly issued and registered 3.000% Sustainability-Linked Senior Notes due 2032 (the "Registered 3.000% 2032 Notes") for an equal principal amount of our outstanding 3.000% Sustainability-Linked Senior Notes due 2032 (the "Existing 3.000% 2032 Notes");
  
  
• US$968,548,000 aggregate principal amount of newly issued and registered 3.625% Sustainability-Linked Senior Notes due 2032 (the "Registered 3.625% 2032 Notes") for an equal principal amount of our outstanding 3.625% Sustainability-Linked Senior Notes due 2032 (the "Existing 3.625% 2032 Notes");
  
  
• US$2,050,000,000 aggregate principal amount of newly issued and registered 5.750% Senior Notes due 2033 (the "Registered 2033 Notes") for an equal principal amount of our outstanding 5.750% Senior Notes due 2033 (the "Existing 2033 Notes");
  
  
• US$900,000,000 aggregate principal amount of newly issued and registered 4.375% Senior Notes due 2052 (the "Registered 4.375% 2052 Notes") for an equal principal amount of our outstanding 4.375% Senior Notes due 2052 (the "Existing 4.375% 2052 Notes"); and
  
  
• US$1,550,000,000 aggregate principal amount of newly issued and registered 6.500% Senior Notes due 2052 (the "Registered 6.500% 2052 Notes" and, collectively with the Registered 2027 Notes, the Registered 2028 Notes, the Registered 6.500% 2029 Notes, the Registered 3.000% Notes due 2029, the Registered 2030 Notes, the Registered 2031 Notes, the Registered 3.000% 2032 Notes, the Registered 3.625% 2032 Notes, the Registered 2033 Notes and the Registered 4.375% 2052 Notes, the "Registered Notes") for an equal principal amount of our outstanding 6.500% Senior Notes due 2052 (the "Existing 6.500% 2052 Notes" and, collectively with the Existing 2027 Notes, the Existing 2028 Notes, the Existing 6.500% 2029 Notes, the Existing 3.000% Notes due 2029, the Existing 2030 Notes, the Existing 2031 Notes, the Existing 3.000% 2032 Notes, the Existing 3.625% 2032 Notes, the Existing 2033 Notes and the Existing 4.375% 2052 Notes, the "Existing Notes"). As used herein, the term "Notes" shall mean the Existing Notes together with the Registered Notes.

The Exchange Offers have been registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), pursuant to an effective registration statement on Form F-4 filed with the Securities and Exchange Commission.  The Existing Notes were issued in private offerings pursuant to Rule 144A and Regulation S under the Securities Act. The Exchange Offers were commenced in order to satisfy JBS USA Lux S.A.'s obligations under registration rights agreements.  The terms of the Registered Notes are identical in all material respects to the terms of the corresponding series of Existing Notes, except that the Registered Notes have been registered under the Securities Act.  Neither JBS S.A. nor JBS USA Lux S.A. will receive proceeds from the Exchange Offers.

The terms of the Exchange Offers are set forth in the prospectus, dated July 24, 2023 (the "Prospectus").  Each Exchange Offer will expire at 5:00 p.m., New York City time, on August 21, 2023, unless extended by JBS S.A. (the "Expiration Date").  Holders of the Existing Notes may withdraw tenders of Existing Notes at any time prior to the Expiration Date.

D.F. King & Co., Inc. is serving as the exchange agent for the Exchange Offers.  Holders of the Existing Notes may obtain copies of the Prospectus from the exchange agent for the Exchange Offers at the address set forth below:

By Registered Certified or Regular Mail or Overnight Courier or Hand Delivery:
D.F. King & Co., Inc., as Exchange Agent
48 Wall Street, 22nd Floor
New York, New York 10005
Attn: Michael Horthman
Toll: (212) 269-5550
Toll Free: (800) 967-7574
Email: [email protected]
By Facsimile Transmission (eligible institutions only):
(212) 709-3328
For Information or Confirmation by Telephone:
(212) 232-3233

THIS PRESS RELEASE IS FOR INFORMATIONAL PURPOSES ONLY AND IS NOT AN OFFER TO EXCHANGE, OR A SOLICITATION OF AN OFFER TO EXCHANGE, ANY SECURITIES. THE EXCHANGE OFFERS ARE BEING MADE ONLY PURSUANT TO THE PROSPECTUS AND ONLY TO SUCH PERSONS AND IN SUCH JURISDICTIONS AS IS PERMITTED UNDER APPLICABLE LAW.  NEITHER JBS S.A. NOR THE EXCHANGE AGENT MAKES ANY RECOMMENDATIONS AS TO WHETHER HOLDERS SHOULD TENDER THEIR EXISTING NOTES IN THE EXCHANGE OFFERS. HOLDERS MUST MAKE THEIR OWN DECISIONS AS TO WHETHER TO TENDER EXISTING NOTES AND, IF SO, THE PRINCIPAL AMOUNT OF EXISTING NOTES TO TENDER.

Important Notice Regarding Forward-Looking Statements:

This press release contains certain forward-looking statements.  Statements that are not historical facts, including statements about our perspectives and expectations, are forward looking statements.  The words "expect", "believe", "estimate", "intend", "plan" and similar expressions, when related to JBS S.A. and its subsidiaries, indicate forward-looking statements.  These statements reflect the current view of management and are subject to various risks and uncertainties.  Actual results could differ materially from those expressed in, or implied or projected by these forward-looking statements as a result of these risks and uncertainties, many of which are difficult to predict and beyond JBS S.A.'s control.  JBS S.A.'s forward-looking statements in this press release speak only as of the date hereof, and JBS S.A. undertakes no obligation to update any such statement after the date of this press release, whether as a result of new information, future developments or otherwise, except as may be required by applicable law.

SOURCE JBS S.A. and JBS Lux S.A.