JBS USA Food Company Holdings Announces Pricing of Tender Offer for Its 6.750% Senior Notes Due 2034

GREELEY, Colo., April 13, 2026 (GLOBE NEWSWIRE) -- JBS USA Food Company Holdings announced today the total consideration payable in connection with its previously announced tenders offers (the “Tender Offers”) to purchase for cash a combined aggregate principal amount of up to $1,200,000,000 of the aggregate principal amount (the “Maximum Amount”) of its 6.750% Senior Notes due 2034 (the “2034 Notes”) and its 5.950% Senior Notes due 2035 (the “2035 Notes” and, together with the 2034 Notes, the “Notes”), subject to the terms and conditions of the Tender Offers.

Because the 2034 Notes validly tendered and not validly withdrawn prior to or at the Early Tender Date (as defined below) have an aggregate principal amount that exceeds the Maximum Amount, JBS USA Food Company Holdings does not expect to accept for purchase any 2035 Notes that have been validly tendered prior to or at the Early Tender Date.

The table below sets forth, among other things, the aggregate principal amount of 2034 Notes validly tendered and not validly withdrawn as of 5:00 p.m., New York City time, on April 10, 2026 (such date and time, the “Early Tender Date”) and expected to be accepted for purchase in the Tender Offer for the 2034 Notes, the approximate proration factor for such 2034 Notes and the Total Consideration for such 2034 Notes, as calculated at 10:00 a.m., New York City time, April 13, 2026.

(1) The par call date with respect to the 6.750% Senior Notes due 2034 is December 15, 2033.
(2) Per $1,000 principal amount of 2034 Notes validly tendered prior to or at the Early Tender Date and expected to be accepted for purchase.
(3) The Total Consideration for 2034 Notes validly tendered prior to or at the Early Tender Date and expected to be accepted for purchase is calculated using the Fixed Spread and is inclusive of the Early Tender Payment. The Total Consideration for 2034 Notes does not include the accrued and unpaid interest, which will be payable in addition to the Total Consideration.

The Tender Offers are being made upon the terms, and subject to the conditions, previously described in the offer to purchase, dated March 30, 2026 (as amended by the press release, dated as of April 10, 2026, the “Offer to Purchase”). JBS USA Food Company Holdings refers investors to the Offer to Purchase for the complete terms and conditions of the Tender Offers.

Withdrawal rights for the Notes expired on the Early Tender Date. JBS USA Food Company Holdings expects to elect to exercise its right to make payment on April 14, 2026 (the “Early Settlement Date”) for 2034 Notes that were validly tendered prior to or at the Early Tender Date and that are accepted for purchase.

Because the aggregate principal amount of 2034 Notes that have been validly tendered and not validly withdrawn prior to or at the Early Tender Date exceeds the Maximum Amount, JBS USA Food Company Holdings does not expect to accept for purchase all 2034 Notes that have been validly tendered and not validly withdrawn prior to or at the Early Tender Date. Rather, subject to the Maximum Amount set forth in the table above, JBS USA Food Company Holdings expects to accept for purchase $1,200,000,000 aggregate principal amount of the 2034 Notes validly tendered and not validly withdrawn prior to or at the Early Tender Date on a prorated basis using a proration factor of approximately 91%. As described further in the Offer to Purchase, 2034 Notes tendered and not accepted for purchase will be promptly credited to the tendering holder’s account. In addition, because the 2034 Notes validly tendered and not validly withdrawn prior to or at the Early Tender Date have an aggregate principal amount that exceeds the Maximum Amount, JBS USA Food Company Holdings does not expect to accept for purchase any Notes tendered after the Early Tender Date on a subsequent settlement date.

The Total Consideration listed in the table above will be paid per $1,000 principal amount of 2034 Notes validly tendered and accepted for purchase pursuant to the Tender Offer for the 2034 Notes on the Early Settlement Date. Only holders of 2034 Notes who validly tendered and did not validly withdraw their 2034 Notes prior to or at the Early Tender Date are eligible to receive the Total Consideration for 2034 Notes accepted for purchase. Holders will also receive accrued and unpaid interest on 2034 Notes validly tendered and accepted for purchase from the last interest payment date up to, but not including, the Early Settlement Date.

JBS USA Food Company Holdings’ obligation to accept for purchase, and to pay for, 2034 Notes validly tendered and not validly withdrawn pursuant to the Tender Offer for the 2034 Notes is conditioned upon the satisfaction or, when applicable, waiver of certain conditions, which are more fully described in the Offer to Purchase, including, among others, a financing condition as described in the Offer to Purchase. The Tender Offers are not conditioned on any minimum principal amount of Notes being tendered. However, the Tender Offers are subject to the Maximum Amount. JBS USA Food Company Holdings reserves the right, but is under no obligation, to increase the Maximum Tender Amount at any time, subject to compliance with applicable law.

Information Relating to the Tender Offers

BBVA Securities Inc., Citigroup Global Markets Inc., Mizuho Securities USA LLC and RBC Capital Markets, LLC are the dealer managers for the Tender Offers. Investors with questions regarding the terms and conditions of the Tender Offers may contact BBVA Securities Inc. at (800) 422-8692 or by email at LiabilityManagement@bbva.com, Citigroup Global Markets Inc. at (800) 558-3745 (toll-free) or (212) 723-6106 (collect) or by email at ny.liabilitymanagement@citi.com, Mizuho Securities USA LLC at (866) 271-7403 (toll-free) or (212) 205-7741 (collect) and RBC Capital Markets, LLC at (877) 381-2099 (toll-free) or (212) 618-7843 (collect) or by email at liability.management@rbccm.com.

D.F. King & Co., Inc. is the tender and information agent for the Tender Offers. The full details of the Tender Offers, including complete instructions on how to tender Notes, are included in the Offer to Purchase. Investors with questions regarding the procedures for tendering Notes and/or that want to obtain the Offer to Purchase may contact the tender and information agent by email at jbs@dfking.com, or by phone at (646) 981-1284 (for banks and brokers only) or (877) 283-0318 (for all others, toll-free). Beneficial owners may also contact their broker, dealer, commercial bank, trust company or other nominee for assistance.

Neither the Offer to Purchase nor any related documents have been filed with the U.S. Securities and Exchange Commission, nor have any such documents been filed with or reviewed by any federal or state securities commission or regulatory authority of any country. No authority has passed upon the accuracy or adequacy of the Offer to Purchase or any related documents, and it is unlawful and may be a criminal offense to make any representation to the contrary.

The Tender Offers are being made solely on the terms and conditions set forth in the Offer to Purchase. Under no circumstances shall this news release constitute an offer to buy or the solicitation of an offer to sell the Notes or any other securities of JBS N.V. or any of its subsidiaries, including JBS USA Food Company Holdings. The Tender Offers are not being made to, nor will JBS USA Food Company Holdings accept tenders of Notes from, holders in any jurisdiction in which the Tender Offers or the acceptance thereof would not be in compliance with the securities or blue sky laws of such jurisdiction. No recommendation is made as to whether holders should tender their Notes. Holders should (i) carefully read the Offer to Purchase because it contains important information, including the various terms and conditions of the Tender Offers, (ii) consult their own investment and tax advisors and (iii) make their own decisions whether to tender Notes in the Tender Offers, and, if so, the principal amount of Notes to tender.

Important Notice Regarding Forward-Looking Statements

This news release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements are subject to certain risks, uncertainties and assumptions and typically can be identified by the use of words such as “expect,” “estimate,” “should,” “anticipate,” “forecast,” “plan,” “guidance,” “outlook,” “believe” and similar terms. Although JBS USA Food Company Holdings believes that the expectations are reasonable, it can give no assurance that these expectations will prove to be correct, and actual results may vary materially.

JBS USA Food Company Holdings undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. The foregoing review of factors that could cause JBS USA Food Company Holdings’ actual results to differ materially from those contemplated in the forward-looking statements included in this news release should be considered in connection with information regarding risks and uncertainties that may affect JBS USA Food Company Holdings’ future results included in JBS N.V.’s filings with the SEC at www.sec.gov.

About JBS USA Food Company Holdings

JBS USA Food Company Holdings is a wholly-owned subsidiary of JBS N.V., a co-issuer of the Notes and the largest protein company and one of the largest food companies in the world in terms of net revenue. In terms of daily production capacity, JBS N.V. is the leading global beef and poultry producer, the second-largest global pork producer, a leading lamb producer, a leading regional fish producer and a leading table eggs producer in Brazil. JBS N.V. sells its products to more than 330,000 customers worldwide in approximately 197 countries on six continents.

Contacts:

Diego Pirani
Treasurer
Phone: +1 (970) 506-8117
e-mail: JBS.USA@jbssa.com

Nikki Richardson
JBS USA Food Company Holdings Communications
nikki.richardson@jbssa.com