NOTICE TO THE MARKET JBS S.A. ANNOUNCES ITS INTENTION TO PARTIALLY REDEEM ITS 8.25% NOTES DUE 2018 AND OFFERING OF SENIOR NOTES BY JBS USA, LLC

JBS S.A. (BM&FBOVESPA: JBSS3, OTCQX: JBSAY, "JBS" or "Company") today announced that JBS Finance II Ltd., a wholly-owned subsidiary of JBS, intends to exercise its right to redeem its outstanding 8.25% notes due 2018 (the "Old Notes") in an aggregate principal amount equal to the net proceeds of the offering of the New Notes (as defined below) less premium and accrued interest on such redeemed Old Notes.
As of the date hereof, US$900.0 million aggregate principal amount of Old Notes are outstanding. JBS Finance II Ltd. intends to deliver the notice of redemption to holders of the Old Notes upon and subject to the successful pricing of the offering of the New Notes.
JBS also announces that JBS USA, LLC ("JBS USA"), a wholly-owned subsidiary of JBS, intends to commence a private offering of US$600.0 million aggregate principal amount of a new series of senior notes due 2025 (the "New Notes"). JBS USA and JBS USA Finance, Inc. will be co-issuers of the New Notes and JBS will be a guarantor of the New Notes.

São Paulo, May 20th, 2015 Jeremiah O'Callaghan Investor Relations Officer

This announcement does not constitute a notice of redemption of the Old Notes. Any such notice of redemption will be given in accordance with the terms of the indenture governing the Old Notes.
This announcement does not constitute an offer to sell, or a solicitation of an offer to buy, any security and nor shall there be any offer, solicitation or sale of any security in any jurisdiction in which such offer, solicitation or sale would be unlawful.
The New Notes described herein have not been registered under the Securities Act or the securities laws of any state of the U.S. or any other jurisdiction, and the New Notes may not be offered or sold within the U.S. or to, or for the account of any U.S. persons (as defined in Regulation S under the Securities Act), except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable laws of other jurisdictions.
SPECIAL NOTE 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 and its subsidiaries, 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. Excessive reliance should not be placed on those statements. Forward-looking statements relate only to the date they were made and JBS undertakes no obligation to update forward-looking statements to reflect events or circumstances after the date they were made.

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