NOTICE TO THE MARKET JBS S.A. Announces a US$ 750 million 7.25% Senior Notes Offering Notes were more than six times the target size

JBS S.A. (IBOV: JBSS3, OTCQX: JBSAY, "Company") today announced to its shareholders and to the market in general the pricing of Senior Notes Offering issued by JBS' wholly-owned subsidiary, JBS Investments GmbH and guaranteed by the Company and by the Hungary Holdings Kft. ("Notes" and "Offering" respectively). The Notes are due 2024 with a coupon of
7.25% in the aggregate principal amount of US$ 750 million, with the settlement schedule to occur on April 3, 2014.
JBS was able to execute this transaction intraday (announcing and pricing on the same day without a roadshow), thereby reducing overnight market risk, as a result of intensive contact with fixed income investors over the last couple of years.
The transaction was announced shortly after markets opened in New York this morning. JBS indicated to the market a benchmark issue size. As a result of the strong demand, the order book was closed at approximately 12 pm (New York time) with more than 200 investors participating and an oversubscription rate of almost 6 times the target size. The deal attracted numerous sizeable orders from high quality, institutional investors, including large asset managers, pension funds and insurance funds, based in North and South America, Europe and Asia.
The use of proceeds of this Offering is to extend its debt maturity profile by refinancing a portion of its outstanding short-term debt and for general corporate purposes. Standard & Poor's and Fitch issued BB and BB- ratings, respectively, for the Notes.

São Paulo, March 31, 2014 Jeremiah O'Callaghan Investor Relations Officer

The Notes will not be registered under the 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 any U.S. persons absent registration under the Securities Act, or pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws. The Notes are being 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 under the Securities Act.As the notes will not be offered or placed in Brazil, the offering will also not be registered with the Brazilian Securities and Exchange Commission.
This Notice to the Market does not constitute an offer to sell, or a solicitation of an offer to sell or buy any securities, in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

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