JBS N.V. Announces Registered Exchange Offers

Globe Newswire 11-Dec-2025 5:19 PM

Amstelveen, Netherlands, Dec. 11, 2025 (GLOBE NEWSWIRE) -- JBS N.V. (the "Company," "JBS," "we" or "us") (NYSE:JBS, B3: JBSS32)) announced today that it, JBS USA Foods Group Holdings, Inc. and JBS USA Food Company Holdings (collectively, the "Co-Issuers") have commenced registered exchange offers (the "Exchange Offers") to exchange up to:

• US$1,000,000,000 aggregate principal amount of newly issued and registered 5.950% Senior Notes due 2035 (the "New 2035 Notes") for an equal principal amount of our outstanding 5.950% Senior Notes due 2035 (the "Old 2035 Notes");
• US$750,000,000 aggregate principal amount of newly issued and registered 6.375% Senior Notes due 2055 (the "New 2055 Notes") for an equal principal amount of our outstanding 6.375% Senior Notes due 2055 (the "Old 2055 Notes");
• US$1,250,000,000 aggregate principal amount of newly issued and registered 5.500% Senior Notes due 2036 (the "New 2036 Notes") for an equal principal amount of our outstanding 5.500% Senior Notes due 2036 (the "Old 2036 Notes");
• US$1,250,000,000 aggregate principal amount of newly issued and registered 6.250% Senior Notes due 2056 (the "New 2056 Notes") for an equal principal amount of our outstanding 6.250% Senior Notes due 2056 (the "Old 2056 Notes"); and
• US$1,000,000,000 aggregate principal amount of newly issued and registered 6.375% Senior Notes due 2066 (the "New 2066 Notes" and, collectively with the New 2035 Notes, the New 2055 Notes, the New 2036 Notes and the New 2056 Notes, the "New Notes") for an equal principal amount of our outstanding 6.375% Senior Notes due 2066 (the "Old 2066 Notes" and, collectively with the with the Old 2035 Notes, the Old 2055 Notes, the Old 2036 Notes and the Old 2056 Notes, the "Old Notes").

The Exchange Offers have been registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), pursuant to an effective registration statement on Form F-4 filed with the Securities and Exchange Commission. The Old Notes were issued in private offerings pursuant to Rule 144A and Regulation S under the Securities Act. The Exchange Offers were commenced in order to satisfy JBS USA Holding Lux S.à r.l.'s obligations under certain registration rights agreements. The terms of the New Notes are identical in all material respects to the terms of the corresponding series of Old Notes, except that the New Notes have been registered under the Securities Act. None of the Co-Issuers will receive proceeds from the Exchange Offers.

The terms of the Exchange Offers are set forth in the prospectus, dated December 11, 2025 (the "Prospectus"). Each Exchange Offer will expire at 5:00 p.m., New York City time, on January 12, 2026, unless extended by the Co-Issuers (the "Expiration Date"). Holders of the Old Notes may withdraw tenders of Old Notes at any time prior to the Expiration Date.

D.F. King & Co., Inc. is serving as the exchange agent for the Exchange Offers. Holders of the Old Notes may obtain copies of the Prospectus from the exchange agent for the Exchange Offers at the address set forth below:

By Registered Certified or Regular Mail or Overnight Courier or Hand Delivery:

D.F. King & Co., Inc., as Exchange Agent

28 Liberty Street, 53rd Floor

New York, NY 10005

Attn: Michael Horthman

Email: jbs@dfking.com

Toll Free: (877) 283-0318

Banks and Brokers Call: (646) 759-4548

By Facsimile Transmission (eligible institutions only): (212) 709-3328

For Information or Confirmation by Telephone: (212) 232-3233

THIS PRESS RELEASE IS FOR INFORMATIONAL PURPOSES ONLY AND IS NOT AN OFFER TO EXCHANGE, OR A SOLICITATION OF AN OFFER TO EXCHANGE, ANY SECURITIES.  THE EXCHANGE OFFERS ARE BEING MADE ONLY PURSUANT TO THE PROSPECTUS AND ONLY TO SUCH PERSONS AND IN SUCH JURISDICTIONS AS IS PERMITTED UNDER APPLICABLE LAW. NEITHER THE CO-ISSUERS NOR THE EXCHANGE AGENT MAKES ANY RECOMMENDATIONS AS TO WHETHER HOLDERS SHOULD TENDER THEIR OLD NOTES IN THE EXCHANGE OFFERS.  HOLDERS MUST MAKE THEIR OWN DECISIONS AS TO WHETHER TO TENDER OLD NOTES AND, IF SO, THE PRINCIPAL AMOUNT OF OLD NOTES TO TENDER.

Important Notice 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 N.V. and its subsidiaries, indicate forward-looking statements. These statements reflect the current view of management and are subject to various risks and uncertainties. Actual results could differ materially from those expressed in, or implied or projected by these forward-looking statements as a result of these risks and uncertainties, many of which are difficult to predict and beyond JBS N.V.'s control. JBS N.V.'s forward-looking statements in this press release speak only as of the date hereof, and JBS N.V. undertakes no obligation to update any such statement after the date of this press release, whether as a result of new information, future developments or otherwise, except as may be required by applicable law.