JBS S.A.
CNPJ/MF nº 02.916.265/0001-60
NIRE 35.3.0033058-7
Publicly-Held Company
JBS S.A. (JBSS3, "JBS"), in compliance with the provisions of paragraph 4 of article 157 of the Brazilian Corporate Law (Law No. 6,404/76, as amended), and in accordance with article 2 of Instruction No. 358 dated January 3, 2002, as amended, of the Brazilian Securities Commission (Comissão de Valores Mobiliários-CVM), announces to its investors and to the market in general that it has commenced an offer to purchase for cash (the "Tender Offer") (i) any and all of the outstanding $300,000,000 aggregate principal amount of 10.50% Senior Notes due 2016; and (ii) any and all of the outstanding $350,000,000 aggregate principal amount of 10.25% Senior Notes due 2016 (collectively, the "2016 Notes"), issued, respectively, by JBS and JBS Finance Ltd., and by Bertin S.A., a company that was merged into JBS.
Concurrently with the Tender Offer, JBS is soliciting consents (the "Consent Solicitation") to proposed amendments to the indentures governing the 2016 Notes (the "Indentures"), which would, among other things, eliminate substantially all of the restrictive covenants and certain events of default and related provisions contained in the Indentures. The proposed amendments will be set forth in a supplemental indenture, which will not be executed unless and until JBS has received consents by holders of more than 50% (or 66⅔% with respect to certain proposed amendments) of a majority of the aggregate principal amount of the outstanding 2016 Notes (not including any 2016 Notes that are owned by JBS or its subsidiaries).
The Tender Offer and the Consent Solicitation are being offered to investors resident outside of Brazil, pursuant to an Offer to Purchase and Consent Solicitation Statement dated June 11, 2014 and the related Letter of Transmittal and Consent, which contain detailed information concerning the terms of the offer and the consent solicitation (together, the "Offer Documents").
JBS' obligation to accept for purchase, and to pay for, the 2016 Notes validly tendered and not validly withdrawn pursuant to the Tender Offer is conditioned upon the satisfaction or, when applicable, waiver of certain conditions. The Tender Offer and the Consent Solicitation are conditioned on the completion, by JBS USA, LLC and JBS Finance, Inc, JBS's subsidiaries, on satisfactory terms, of a private offering of senior notes, whose proceeds will be used, among other things, to pay for the 2016 Notes.
JBS reserves the right, in its sole discretion, to (i) extend, terminate or withdraw the Tender Offer or the Consent Solicitation at any time or (ii) otherwise amend the Tender Offer or the Consent
Solicitation in any respect at any time and from time to time. JBS further reserves the right, in its
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sole discretion, not to accept any tenders for the 2016 Notes or deliveries of consents for any reason.
The Tender Offer and the Consent Solicitation are being made solely on the terms and conditions set forth in the Offer Documents. Under no circumstances shall this material fact constitute an offer to buy or the solicitation of an offer to sell the 2016 Notes or any other securities. This material fact also is not a solicitation of consents to the proposed amendments to the Indentures. No recommendation is made as to whether holders of Notes should tender their 2016 Notes or deliver their consents. Holders of the 2016 Notes should carefully read the Offer Documents because they contain important information, including the various terms and conditions of the Tender Offer and the Consent Solicitation.
São Paulo, June 11, 2014
Investor Relations Officer
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