JBS S.A. (IBOV: JBSS3, OTCQX: JBSAY, "Company"; "JBS") today announced to its shareholders and to the market in general the pricing of Senior Notes Offering issued by JBS' wholly-owned subsidiaries, JBS USA, LLC and JBS USA Finance, Inc. and guaranteed by the Company, by JBS USA Holdings and by JBS Hungary Holdings Kft. ("Notes" and "Offering", respectively). The Notes are due 2024 with a coupon of 5.875% in the aggregate principal amount of US$ 750 million.
This was the lowest coupon ever obtained by JBS and its subsidiaries in a note issuance. JBS was able to conduct 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. JBS indicated to the market a benchmark issue size, which substantially oversubscribed the target size.
JBS intends to use the proceeds of this Offer to extend its debt maturity profile by refinancing a portion of its outstanding short and medium-term debt, including the conduction of a Tender Offer and Consent Solicitation regarding Notes 2016, according to the Material Fact released today, which will permit the Company extend its debt profile and reduce its financial costs. Standard & Poor's and Moody's issued BB and Ba3 ratings, respectively, for the Notes.
São Paulo, June 11, 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.
