As filed with the Securities and Exchange Commission on March 27, 2024.
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________________________________
Form
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
__________________________________________
(Exact Name of Registrant as Specified in Its Charter)
__________________________________________
| | 2011 | Not Applicable | ||
| (State of Other Jurisdiction of | (Primary Standard Industrial | (IRS Employer |
500
CEP 05118-100
City of São Paulo
(Address, including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)
__________________________________________
JBS USA Food Company
1770 Promontory Circle
Greeley, Colorado 80634
+1 (970) 506-8000
(Name, Address, including Zip Code, and Telephone Number, including Area Code, of Agent for Service)
__________________________________________
Copies to:
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__________________________________________
Approximate date of commencement of proposed sale to the public: As soon as practicable following the effective date of this registration statement.
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act of 1933, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act of 1933, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:
Exchange Act Rule 13(e)-4(i) (Cross-Border Issuer Tender Offer) ☐
Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) ☐
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933. Emerging growth company
If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
____________
† The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.
Schedule A — Table of Co-Registrants
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Exact Name as Specified |
State or Other Jurisdiction of |
I.R.S. Employer |
Address, including Zip |
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JBS USA Holding Lux S.à r.l.* |
Luxembourg |
N/A |
21, Avenue de la Gare, |
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JBS USA Food Company* |
Delaware |
81-0775570 |
1770 Promontory Circle |
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JBS Luxembourg Company S.à r.l.* |
Luxembourg |
N/A |
21, Avenue de la Gare, |
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JBS Global Luxembourg S.à r.l. |
Luxembourg |
N/A |
21, Avenue de la Gare, |
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JBS Global Meat Holdings Pty. Limited |
Australia |
N/A |
Stroombaan 16, |
____________
* JBS USA Holding Lux S.à r.l., JBS USA Food Company and JBS Luxembourg Company S.à r.l. (collectively, the “Co-Issuers”) are the co-issuers of the new notes offered hereby. JBS USA Lux S.A. was merged into JBS USA Holding Lux S.à r.l. on December 21, 2023, with JBS USA Holding Lux S.à r.l. as the surviving entity. JBS S.A. and the other listed co-registrants are guarantors of the new notes.
Each Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until each Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until this Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.
The information in this prospectus is not complete and may be changed. We may not complete this exchange offer or issue these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.
SUBJECT TO COMPLETION, DATED , 2024
PROSPECTUS
JBS S.A.
Offers to Exchange
All Outstanding Unregistered Notes of the Series Specified Below
For New Notes which have been Registered under the Securities Act of 1933
Expiration Date: 5:00 p.m., New York City Time, 2024, unless extended
We are conducting these exchange offers (each, an “Exchange Offer” and, collectively, the “Exchange Offers”) in order to provide you with an opportunity to exchange your unregistered notes for new notes that have been registered under the Securities Act.
The Exchange Offers
• We will exchange all outstanding Old Notes that are validly tendered (and not validly withdrawn) and accepted notes for an equal principal amount of New Notes that are registered under the Securities Act.
• The exchange offers for the Old Notes expire at 5:00 p.m., New York City time, on 2024, unless extended (such date, the “Expiration Date”).
• You may withdraw tenders of Old Notes at any time prior to the Expiration Date of the Exchange Offers.
|
Outstanding Aggregate |
Title of Series of Unregistered |
C USIP/ISIN No. |
Title of Series of Registered |
|||
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US$1,600,000,000 |
6.750% Senior Notes due 2034 |
47214B AA6 and L5659A AA5/ |
6.750% Senior Notes due 2034 |
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US4721BAA61 and USL5659AAA53 |
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US$900,000,000 |
7.250% Senior Notes due 2053 |
47214B AB4 and L5659A AB3/ |
7.250% Senior Notes due 2053 |
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US47214BAB45 and USL5659AAB37 |
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US$3,062,000 |
2.500% Senior Notes due 2027 |
46590XAR7 and L56608AN9/ |
2.500% Senior Notes due 2027 |
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US46590XAR70 and USL56608AN94 |
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US$20,676,000 |
5.125% Senior Notes due 2028 |
46590XAG1 and L56608AK5/ |
5.125% Senior Notes due 2028 |
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US46590XAG16 and USL56608AK55 |
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US$993,000 |
6.500% Senior Notes due 2029 |
46590XAA4 and L56608AA7/ |
6.500% Senior Notes due 2029 |
|||
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US46590XAA46 and USL56608AA73 |
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US$343,000 |
3.000% Senior Notes due 2029 |
46590XAF3 and L56608AJ8/ |
3.000% Senior Notes due 2029 |
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US46590XAF33 and USL56608AJ82 |
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US$4,635,000 |
5.500% Senior Notes due 2030 |
46590XAB2 and L56608AE9/ |
5.500% Senior Notes due 2030 |
|||
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US46590XAB29 and USL56608AE95 |
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US$7,909,000 |
3.750% Senior Notes due 2031 |
46590XAC0 and L56608AF6/ |
3.750% Senior Notes due 2031 |
|||
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US46590XAC02 and USL56608AF60 |
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US$16,974,000 |
3.000% Sustainability-Linked |
46590XAD8 and L56608AG4/ |
3.000% Sustainability-Linked |
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US$35,498,000 |
3.625% Sustainability-Linked |
46590X AT3 and/L56608AP4 US46590XAT37 and USL56608AP43 |
3.625% Sustainability-Linked |
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US$828,000 |
5.750% Senior Notes due 2033 |
46590XAH9 and L56608AL3/ |
5.750% Senior Notes due 2033 |
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US46590XAH98 and USL56608AL39 |
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US$115,000 |
4.375% Senior Notes due 2052 |
46590XAE6 and L56608AH2/ |
4.375% Senior Notes due 2052 |
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US46590XAE67 and USL56608AH27 |
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US$2,345,000 |
6.500% Senior Notes due 2052 |
46590XAJ5 and L56608AM1/ |
6.500% Senior Notes due 2052 |
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US46590XAJ54 and USL56608AM12 |
We do not intend to list the New Notes on any securities exchange or any automated quotation system.
The terms of the New Notes to be issued in the Exchange Offers will have substantially identical terms to the corresponding series of Old Notes, except that the New Notes will be registered under the Securities Act and will not be subject to transfer restrictions or registration rights. The New Notes will have the same financial terms and covenants as the Old Notes, and are subject to the same business and financial risks. The New Notes will be guaranteed on a senior unsecured basis by JBS S.A., JBS Global Luxembourg S.à r.l. and JBS Global Meat Holdings Pty. Limited (collectively, the “Parent Guarantors”). Each guarantee constitutes a separate security offered by the Parent Guarantors.
All untendered Old Notes will continue to be subject to the restrictions on transfer set forth in the Old Notes and in the applicable Indenture (as defined herein). In general, the Old Notes may not be offered or sold, unless registered under the Securities Act, except pursuant to an exemption from, or in a transaction not subject to, the Securities Act and applicable state securities laws. Other than in connection with the Exchange Offers, we do not currently anticipate that we will register the Old Notes under the Securities Act.
We have undertaken the Exchange Offers for the Old 6.750% Senior Notes due 2034 and the Old 7.250% Senior Notes due 2053 (together, the “Old September Notes”) that were issued on September 19, 2023, pursuant to the terms of a Registration Rights Agreement (as defined herein), which requires us to consummate an exchange offer for the Old September Notes pursuant to an effective registration statement.
On August 21, 2023, our prior exchange offers in which we offered to exchange Old Notes (other than the Old September Notes) for New Notes (other than the New 6.750% Senior Notes due 2034 and the New 7.250% Senior Notes due 2053) expired. We have undertaken the Exchange Offers for the Old Notes (other than the Old September Notes) to provide holders of such Old Notes another opportunity to exchange their series of Old Notes for the corresponding series of New Notes. Holders of the Old Notes that exchanged their Old Notes in our prior exchange offers do not need to re-tender their Old Notes or take any other action in connection with these Exchange Offers. The Old Notes (other than the Old September Notes) that are validly tendered, not withdrawn and accepted for exchange in the Exchange Offers and the corresponding series of New Notes delivered promptly after such acceptance will be fully fungible with the corresponding series of registered new notes that were issued in our prior exchange offers.
The old 6.750% Senior Notes due 2034 were, and the new 6.750% Senior Notes due 2034 will be, issued under an indenture, dated as of September 19, 2023 (as supplemented through the date hereof, the “2034 Notes Indenture”), by and among the Co-Issuers, the guarantors party thereto and Regions Bank, as trustee.
The old 7.250% Senior Notes due 2053 were, and the new 7.250% Senior Notes due 2053 will be, issued under an indenture, dated as of September 19, 2023 (as supplemented through the date hereof, the “2053 Notes Indenture”), by and among the Co-Issuers, the guarantors party thereto and Regions Bank, as trustee.
The old 2.500% Senior Notes due 2027 were, and the new 2.500% Senior Notes due 2027 will be, issued under an indenture, dated as of August 19, 2022 (as supplemented through the date hereof, the “2027 Notes Indenture”), by and among the Co-Issuers, the guarantors party thereto and Regions Bank, as trustee.
The old 5.125% Senior Notes due 2028 were, and the new 5.125% Senior Notes due 2028 will be, issued under an indenture, dated as of June 21, 2022 (as supplemented through the date hereof, the “2028 Notes Indenture”), by and among the Co-Issuers, the guarantors party thereto and Regions Bank, as trustee.
The old 6.500% Senior Notes due 2029 were, and the new 6.500% Senior Notes due 2029 will be, issued under an indenture, dated as of April 15, 2019 (as supplemented through the date hereof, the “6.500% 2029 Notes Indenture”), by and among the Co-Issuers, the guarantors party thereto and Regions Bank, as trustee.
The old 3.000% Senior Notes due 2029 were, and the new 3.000% Senior Notes due 2029 will be, issued under an indenture, dated as of February 2, 2022 (as supplemented through the date hereof, the “3.000% 2029 Notes Indenture”), by and among the Co-Issuers, the guarantors party thereto and Regions Bank, as trustee.
The old 5.500% Senior Notes due 2030 were, and the new 5.500% Senior Notes due 2030 will be, issued under an indenture, dated as of August 6, 2019 (as supplemented through the date hereof, the “2030 Notes Indenture”), by and among the Co-Issuers, the guarantors party thereto and Regions Bank, as trustee.
The old 3.750% Senior Notes due 2031 were, and the new 3.750% Senior Notes due 2031 will be, issued under an indenture, dated as of May 28, 2021 (as supplemented through the date hereof, the “2031 Notes Indenture”), by and among the Co-Issuers, the guarantors party thereto and Regions Bank, as trustee.
The old 3.000% Sustainability-Linked Senior Notes due 2032 were, and the new 3.000% Sustainability-Linked Senior Notes due 2032 will be, issued under an indenture, dated as of December 1, 2021 (as supplemented through the date hereof, the “3.000% 2032 Notes Indenture”), by and among the Co-Issuers, the guarantors party thereto and Regions Bank, as trustee.
The old 3.625% Sustainability-Linked Senior Notes due 2032 were, and the new 3.625% Sustainability-Linked Senior Notes due 2032 will be, issued under an indenture, dated as of August 19, 2022 (as supplemented through the date hereof, the “3.625% 2032 Notes Indenture”), by and among the Co-Issuers, the guarantors party thereto and Regions Bank, as trustee.
The old 5.750% Senior Notes due 2033 were, and the new 5.750% Senior Notes due 2033 will be, issued under an indenture, dated as of June 21, 2022 (as supplemented through the date hereof, the “2033 Notes Indenture”), by and among the Co-Issuers, the guarantors party thereto and Regions Bank, as trustee.
The old 4.375% Senior Notes due 2052 were, and the new 4.375% Senior Notes due 2052 will be, issued under an indenture, dated as of February 2, 2022 (as supplemented through the date hereof, the “4.375% 2052 Notes Indenture”), by and among the Co-Issuers, the guarantors party thereto and Regions Bank, as trustee.
The old 6.500% Senior Notes due 2052 were, and the new 6.500% Senior Notes due 2052 will be, issued under an indenture, dated as of June 21, 2022 (as supplemented through the date hereof, the “6.500% 2052 Notes Indenture” and collectively with the 2034 Notes Indenture, the 2053 Notes Indenture, the 2027 Notes Indenture, the 2028 Notes Indenture, the 6.500% 2029 Notes Indenture, the 3.000% 2029 Notes Indenture, the 2030 Notes Indenture, the 2031 Notes Indenture, the 3.000% 2032 Notes Indenture, the 3.625% 2032 Notes Indenture, the 2033 Notes Indenture and the 4.375% 2052 Notes Indenture, the “Indentures”), by and among the Co-Issuers, the guarantors party thereto and Regions Bank, as trustee.
References to the “trustee” herein are in respect to Regions Bank in its respective capacity as trustee under each of the applicable Indentures. Each series of New Notes will be exchanged for Old Notes of the corresponding series in minimum denominations of US$2,000 and integral multiples of US$1,000 in excess thereof. We will not receive any proceeds from the issuance of the New Notes in the Exchange Offers.
_______________________
See the section entitled “Risk Factors” in this prospectus for a discussion of risk factors that you should consider prior to tendering your Old Notes in the Exchange Offers.
Neither the Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
_______________________
The date of this prospectus is , 2024
This prospectus may only be used where it is legal to make the Exchange Offers and by a broker-dealer for resales of New Notes acquired in the Exchange Offers where it is legal to do so.
In making a decision regarding the Exchange Offers, you should rely only on the information contained in this prospectus. We have not authorized anyone to provide you with any other information. If you receive any other information, you should not rely on it.
None of the Co-Issuers, the Parent Guarantors, D.F. King & Co., Inc. (the “Exchange Agent”) or any affiliate of any of their respective affiliates makes any recommendation as to whether or not holders of Old Notes should exchange their series of Old Notes for the corresponding series of New Notes in response to the Exchange Offers.
You should not assume that the information contained in this prospectus is accurate as of any date other than the date on the front cover of this prospectus. Neither the delivery of this prospectus nor any exchange made hereunder shall under any circumstances imply that the information herein is correct as of any date subsequent to the date on the cover of this prospectus. Our business, financial condition, results of operations and prospects may have changed since that date.
Each broker-dealer that receives New Notes for its own account pursuant to the Exchange Offers must acknowledge that it will deliver a prospectus in connection with any resale of such New Notes. By so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of New Notes received in exchange for Old Notes where such New Notes were acquired by such broker-dealer as a result of market-making activities or other trading activities. We have agreed that, for a period of 90 days after the Expiration Date, to make this prospectus available, upon request, to any broker-dealer for use in connection with any such resale. See “Plan of Distribution.”
TABLE OF CONTENTS
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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |
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F-1 |
i
CERTAIN DEFINED TERMS
Except where the context otherwise requires, in this prospectus:
• “JBS S.A.” refers to JBS S.A., a Brazilian corporation (sociedade anônima).
• “JBS Group,” “we,” “our,” “us,” “our company” or like terms refer to JBS S.A. and its consolidated subsidiaries, unless the context otherwise requires or otherwise indicated.
• “JBS USA” refers to JBS USA Holding Lux S.à r.l., a private limited liability company (société à responsabilité limitée) incorporated and existing under the laws of Luxembourg. JBS USA is an indirect wholly-owned subsidiary of JBS S.A. JBS USA Lux S.A. was merged into JBS USA on December 21, 2023, with JBS USA as the surviving entity.
In addition, in this prospectus, except where otherwise indicated or where the context requires otherwise:
• “Australia” means the Commonwealth of Australia.
• “BNDES” means the Brazilian Economic and Social Development Bank (Banco Nacional de Desenvolvimento Econômico e Social — BNDES).
• “BNDESPar” means BNDES Participações S.A., a corporation (sociedade por ações) incorporated under the laws of Brazil and wholly owned by BNDES. For more information, see “Principal Shareholders.”
• “B3” or “São Paulo Stock Exchange” means B3 S.A. — Brasil, Bolsa, Balcão.
• “Brazil” means the Federative Republic of Brazil.
• “Brazilian Central Bank” means the Central Bank of Brazil (Banco Central do Brasil).
• “Brazilian Corporation Law” means the Brazilian Law No. 6,404/76, as amended.
• “Brazilian real,” “Brazilian reais” or “R$” means the Brazilian real, the official currency of Brazil.
• “Co-Issuers” means JBS USA, JBS USA Food Company and JBS Luxembourg Company, wholly-owned subsidiaries of JBS S.A. and co-issuers of the New Notes.
• “CMN” means the Brazilian Monetary Council (Conselho Monetário Nacional).
• “CVM” means the Brazilian Securities Commission (Comissão de Valores Mobiliários).
• “direct controlling shareholders” means J&F and JBS Participações.
• “DOJ” means the U.S. Department of Justice.
• “EUR” or “€” means the Euro, the official currency of the European Economic Area.
• “Exchange Act” means the United States Securities Exchange Act of 1934, as amended.
• “Huon Acquisition” means JBS USA’s acquisition of Huon Aquaculture Group Ltd (“Huon”), an Australian salmon aquaculture business. The Huon Acquisition was completed on November 17, 2021.
• “IASB” means the International Accounting Standards Board.
• “IFRS” means International Financial Reporting Standards.
• “J&F” means J&F Investimentos S.A., a corporation (sociedade por ações) incorporated under the laws of Brazil. J&F is controlled by our ultimate controlling shareholders. See “Principal Shareholders.”
• “JBS Australia” means Baybrick Pty Limited, an Australian proprietary limited company. JBS Australia is an indirect wholly-owned subsidiary of JBS S.A.
• “JBS Canada” means JBS Food Canada ULC, a Canadian unlimited company. JBS Canada is an indirect wholly-owned subsidiary of JBS S.A.
ii
• “JBS Finance Luxembourg” means JBS Finance Luxembourg S.à r.l., a private limited liability company (société à responsabilité limitée) incorporated and existing under the laws of Luxembourg. JBS Finance Luxembourg is an indirect wholly-owned subsidiary of JBS S.A.
• “JBS Luxembourg Company” means JBS Luxembourg Company S.à r.l., a private limited liability company (société à responsabilité limitée) incorporated and existing under the laws of Luxembourg. JBS Luxembourg Company is an indirect wholly-owned subsidiary of JBS S.A.
• “JBS Participações” means JBS Participações Societárias S.A., a corporation (sociedade por ações) incorporated under the laws of Brazil. JBS Participações is controlled by our ultimate controlling shareholders. See “Principal Shareholders.”
• “King Acquisition” means JBS S.A.’s acquisition of King’s Group (“King”), a global producer of bresaola, with a presence in Italy and the United States. The King Acquisition was completed on February 4, 2022.
• “Luxembourg” means the Grand Duchy of Luxembourg.
• “Margarine and Mayonnaise Business Acquisition” means Seara’s acquisition of Bunge Alimentos’ margarine and mayonnaise businesses in Brazil. The acquisition was completed on November 30, 2020.
• “Mexico” means the United Mexican States.
• “Moy Park” means Moy Park Holdings (Europe) Ltd., a private company incorporated under the laws of Northern Ireland. Moy Park owns the companies that comprise the “Moy Park” business based in the United Kingdom, France and the Netherlands. Moy Park is a wholly-owned subsidiary of PPC.
• “the Netherlands” means the European part of the Kingdom of the Netherlands.
• “Parent Guarantors” means JBS S.A. and its wholly-owned subsidiaries JBS Global Luxembourg S.à r.l. and JBS Global Meat Holdings Pty. Limited. The New Notes are fully and unconditionally guaranteed on a senior unsecured basis by the Parent Guarantors.
• “Pilgrim’s Food Masters Acquisition” means PPC’s acquisition of the specialty meats and ready meals businesses of Kerry Group plc, which have subsequently changed their name to Pilgrim’s Food Masters (“PFM”). The specialty meats and ready meals businesses are manufacturers of branded and private label meats, meat snacks and food-to-go products in the United Kingdom and Ireland and an ethnic chilled and frozen ready meals business in the United Kingdom. The Pilgrim’s Food Masters Acquisition was completed on September 24, 2021.
• “PPC” means Pilgrim’s Pride Corporation, a Delaware corporation. JBS S.A. beneficially owns approximately 83% of PPC’s outstanding common stock.
• “Rivalea Acquisition” means JBS Australia’s acquisition of Rivalea Holdings Pty Ltd and Oxdale Dairy Enterprise Pty Ltd. (“Rivalea”), a hog breeding and processing business in Australia. The Rivalea Acquisition was completed on January 4, 2022.
• “Seara” means Seara Alimentos Ltda., a Brazilian limited liability company (sociedade limitada). Seara and its subsidiaries produce poultry, pork and processed foods in Brazil. Seara is an indirect wholly-owned subsidiary of JBS S.A.
• “SEC” means the United States Securities and Exchange Commission.
• “Securities Act” means the United States Securities Act of 1933, as amended.
• “Sunnyvalley Acquisition” means JBS USA’s acquisition of Sunnyvalley Smoked Meats, Inc. (“Sunnyvalley”), a producer of a variety of smoked bacon, ham and turkey products for sale to retail and wholesale consumers under the Sunnyvalley brand. The Sunnyvalley Acquisition was completed on December 1, 2021.
iii
• “TriOak Business Acquisition” means JBS USA’s acquisition of the TriOak Foods (“TriOak”) business. TriOak is an American pork producer and grain marketer. The TriOak Business Acquisition was completed on December 2, 2022.
• “U.K.” or “United Kingdom” means the United Kingdom of Great Britain and Northern Ireland.
• “ultimate controlling shareholders” means Messrs. Joesley Mendonça Batista and Wesley Mendonça Batista.
• “U.S.” or “United States” means the United States of America.
• “U.S. dollars,” “US$” or “$” means U.S. dollars, the official currency of the United States.
• “USDA” means the United States Department of Agriculture.
• “Vivera Business Acquisition” means JBS USA’s acquisition of the business of Vivera Topholding BV (“Vivera”), a manufacturer of plant-based food products in Europe. Vivera offers products under the Vivera brand, as well as private labels, in more than 25 countries. The Vivera Business Acquisition was completed on June 17, 2021.
iv
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This prospectus includes statements reflecting assumptions, expectations, intentions or beliefs about future events that are intended as “forward-looking statements” as defined under the Private Securities Litigation Reform Act of 1995. All statements included in this prospectus, other than statements of historical fact, that address activities, events or developments that we or our management expect, believe or anticipate will or may occur in the future are forward-looking statements. These statements represent our reasonable judgment on the future based on various factors and using numerous assumptions and are subject to known and unknown risks, uncertainties and other factors that could cause our actual results and financial position to differ materially from those contemplated by the statements. You can identify these statements by the fact that they do not relate strictly to historical or current facts. They use words such as “anticipate,” “estimate,” “project,” “forecast,” “plan,” “may,” “will,” “should,” “could,” “expect” and other words of similar meaning. In particular, these include, but are not limited to, statements of our current views and estimates of future economic circumstances, industry conditions in domestic and international markets and our performance and financial results.
Among the factors that may cause actual results and events to differ from the anticipated results and expectations expressed in such forward-looking statements are the following:
• the risk of outbreak of animal diseases, more stringent trade barriers in key export markets and increased regulation of food safety and security;
• product contamination or recall concerns;
• fluctuations in the prices of live cattle, hogs, chicken, corn and soymeal;
• fluctuations in the selling prices of beef, pork and chicken products;
• developments in, or changes to, the laws, regulations and governmental policies governing our business and products or failure to comply with them, including environmental and sanitary liabilities;
• currency exchange rate fluctuations, trade barriers, exchange controls, political risk and other risks associated with export and foreign operations;
• changes in international trade regulations;
• our strategic direction and future operation;
• deterioration of economic conditions globally and more specifically in the principal markets in which we operate;
• our ability to implement our business plan, including our ability to arrange financing when required and on reasonable terms and the implementation of our financing strategy and capital expenditure plan;
• the successful integration or implementation of mergers and acquisitions, joint ventures, strategic alliances or divestiture plans;
• the competitive nature of the industry in which we operate and the consolidation of our customers;
• customer demands and preferences;
• our level of indebtedness;
• adverse weather conditions in our areas of operations;
• continued access to a stable workforce and favorable labor relations with employees;
• our dependence on key members of our management;
• the interests of our ultimate controlling shareholders;
• reputational risk in connection with U.S. and Brazilian civil and criminal actions and investigations involving our ultimate controlling shareholders, and the outcome of these actions;
v
• economic instability in Brazil and a resulting reduction in market confidence in the Brazilian economy;
• political crises in Brazil;
• the declaration or payment of dividends or interest attributable to shareholders’ equity;
• the ongoing war between Russia and Ukraine and the Israel-Hamas conflict, including higher prices for commodities, such as food products, ingredients and energy products, increasing inflation in some countries, and disrupted trade and supply chains as a result of disruptions caused by these conflicts;
• unfavorable outcomes in legal and regulatory proceedings and government investigations that we are, or may become, a party to;
• the risk factors discussed under the heading “Risk Factors”;
• other factors or trends affecting our financial condition, liquidity or results of operations; and
• other statements contained in this prospectus regarding matters that are not historical facts.
In addition, there may be other factors and uncertainties, many of which are beyond our control, that could cause our actual results and events to be materially different from the results referenced in the forward-looking statements. Many of these factors will be important in determining our actual future results. Consequently, any or all of our forward-looking statements may turn out to be inaccurate.
We caution investors not to place undue reliance on any forward-looking statements, which speak only as of the date made. Except as required by law, we undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise.
All forward-looking statements contained in this prospectus are qualified in their entirety by this cautionary statement.
vi
PRESENTATION OF FINANCIAL AND OTHER INFORMATION
Financial Statements
JBS S.A. maintains its books and records in Brazilian reais, which is its functional currency. JBS S.A.’s consolidated financial statements included in this prospectus are presented in U.S. dollars. JBS S.A.’s consolidated financial statements included in this prospectus include the consolidation of the financial statements of all of its subsidiaries which are prepared using each subsidiary’s respective functional currency. At the entity level, transactions in foreign currencies other than the functional currency of the entity are initially measured using the exchange rates prevailing at the dates of each transaction. Foreign currency monetary items in the statement of financial position are translated using the closing exchange rate as of the reporting date. Foreign exchange gains and losses resulting from the settlement of such transactions and from the remeasurement at period end of foreign currency monetary assets and liabilities are recognized in the consolidated statement of income, under the captions “Finance income” or “Finance expense.”
This prospectus includes financial information derived from JBS S.A.’s audited consolidated financial statements as of December 31, 2023 and 2022 and for each of the years in the three-year period ended December 31, 2023, and the related notes thereto, which are included elsewhere in this prospectus. We refer to these as “JBS S.A.’s audited financial statements.”
JBS S.A.’s audited financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS), as issued by International Accounting Standards Board (IASB).
Non-GAAP Financial Measures
We have disclosed certain non-GAAP financial measures in this prospectus, including Adjusted EBITDA and Adjusted EBITDA Margin. These non-GAAP financial measures are used as measures of performance by our management and should not be considered as measures of financial performance in accordance with IFRS. You should rely on non-GAAP financial measures in a supplemental manner only in making your investment decision. There is no standard definition of non-GAAP financial measures, and JBS S.A.’s definitions may not be comparable to those used by other companies.
Adjusted EBITDA and Adjusted EBITDA Margin
Adjusted EBITDA is calculated by making the following adjustments to net income, as further described in this prospectus (see “Summary — Summary Historical Financial Data”): exclusion of net finance expenses; exclusion of current and deferred income taxes; exclusion of depreciation and amortization expenses; exclusion of share of profit of equity-accounted investees, net of tax; exclusion of antitrust agreements expenses; exclusion of donations and social programs expenses; exclusion of J&F Leniency expenses refund; exclusion of impairment of assets; exclusion of restructuring expenses; and exclusion of certain other operating income (expense), net.
Adjusted EBITDA Margin is calculated by dividing Adjusted EBITDA by net revenue.
The use of Adjusted EBITDA, instead of net income, and Adjusted EBITDA Margin, instead of net margin, have limitations as analytical tools, including the following:
• Adjusted EBITDA and Adjusted EBITDA Margin do not reflect changes in, or cash requirements for, working capital needs;
• Adjusted EBITDA and Adjusted EBITDA Margin do not reflect interest expense, or the cash requirements necessary to service interest or principal payments, on debt;
• Adjusted EBITDA and Adjusted EBITDA Margin do not reflect income tax expense or the cash requirements to pay taxes;
• Although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future, and Adjusted EBITDA and Adjusted EBITDA Margin do not reflect any cash requirements for such replacements;
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• Adjusted EBITDA and Adjusted EBITDA Margin do not reflect historical cash expenditures or future requirements for capital expenditures or contractual commitments; and
• Adjusted EBITDA and Adjusted EBITDA Margin include adjustments that represent cash expenses or that represent non-cash charges that may relate to future cash expenses.
For more information about Adjusted EBITDA and Adjusted EBITDA Margin and the adjusting items JBS S.A. used to calculate Adjusted EBITDA and Adjusted EBITDA Margin, see “Summary — Summary Historical Financial Data.”
Industry and Market Data
Certain market and industry data included in this prospectus have been obtained from third-party sources that we believe to be reliable, such as the USDA. We have not independently verified such third-party information and cannot assure you of its accuracy or completeness. While we are not aware of any misstatements regarding any market, industry or similar data presented herein, such data involves risks and uncertainties and is subject to change based on various factors, including those discussed under “Cautionary Statement Regarding Forward-Looking Statements” and “Risk Factors.”
Nothing in this prospectus should be interpreted as a market forecast.
Brands
This prospectus includes trademarks, trade names and trade dress of other companies. Use or display by us of other parties’ trademarks, trade names or trade dress or products is not intended to and does not imply a relationship with, or endorsement or sponsorship of us by, the trademark, trade name or trade dress owners. Solely for the convenience of investors, in some cases we refer to our brands in this prospectus without the ® symbol, but these references are not intended to indicate in any way that we will not assert our rights to these brands to the fullest extent permitted by law.
Rounding
Certain figures and some percentages included in this prospectus have been subject to rounding adjustments. Accordingly, the totals included in certain tables contained in this prospectus may not correspond to the arithmetic aggregation of the figures or percentages that precede them.
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SUMMARY
The following summary highlights some of the information contained in this prospectus but does not contain all of the information that may be important to you. We urge you to read the entire prospectus carefully, including the sections entitled “Risk Factors” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Information about JBS S.A.” and JBS S.A.’s audited financial statements and the notes thereto included elsewhere in this prospectus.
Overview
We are the largest protein company and one of the largest food companies in the world in terms of net revenue for the year ended December 31, 2023, according to Bloomberg’s Food Index and publicly available sources. Our net revenue was US$72.9 billion, US$72.6 billion and US$65.0 billion for the years ended December 31, 2023, 2022 and 2021, respectively. Our net income (loss) was US$(131.7) million, US$3.1 billion and US$3.8 billion for the years ended December 31, 2023, 2022 and 2021, respectively. Our Adjusted EBITDA was US$3.5 billion, US$6.7 billion and US$8.5 billion for the years ended December 31, 2023, 2022 and 2021, respectively. Through strategic acquisitions and capital investment, we have created a diversified global platform that allows us to prepare, package and deliver fresh and frozen, value-added and branded beef, poultry, pork, fish and lamb products to leading retailers and foodservice customers. We sell our products to more than 300,000 customers worldwide in approximately 190 countries on six continents.
As of December 31, 2023, we were:
• the #1 global beef producer in terms of capacity, according to Nebraska Public Media, with operations in the United States, Australia, Canada and Brazil and an aggregate daily processing capacity of approximately 75,700 heads of cattle;
• the #1 global poultry producer in terms of capacity, with operations in the United States, Brazil, United Kingdom, Mexico, Puerto Rico and Europe, and an aggregate daily processing capacity of approximately 13.8 million chickens according to WATT Poultry, a global resource for the poultry meat industries;
• the #2 largest global pork producer in terms of capacity, with operations in the United States, Brazil, the United Kingdom, Australia and Europe, and an aggregate daily processing capacity of approximately 142,200 hogs according to WATT Poultry;
• a leading lamb producer in terms of capacity, according to Levante, with operations in Australia and Europe and an aggregate daily processing capacity of approximately 23,500 heads;
• a leading regional fish producer in terms of capacity, according to Forbes, with operations in Australia and an aggregate daily processing capacity of approximately 217 tons; and
• a significant global producer of value-added and branded meat products.
We primarily sell protein products, which include fresh and frozen cuts of beef, pork, lamb, fish, whole chickens and chicken parts, to retailers (such as supermarkets, club stores and other retail distributors), and foodservice companies (such as restaurants, hotels, foodservice distributors and additional processors). Our food products are marketed under a variety of national and regional brands, including: in North America, “Swift,” “Just Bare,” “Pilgrim’s Pride,” “1855,” “Gold Kist Farms,” “Del Dia,” “Northern Gold” and “Canadian Diamond” and premium brand “Sunnyvalley”; in Brazil, “Swift,” “Seara,” “Friboi, “Maturatta,” “Reserva Friboi,” “Seara Da Granja,” “Seara Nature,” “Massa Leve,” “Marba,” “Doriana,” “Delícia,” “Primor,” “Delicata,” “Incrível,” “Rezende,” “LeBon,” “Frango Caipira Nhô Bento,” “Seara Turma da Mônica,” and premium brands “1953,” “Seara Gourmet,” “Hans” and “Eder”; in Australia, “Great Southern” and “AMH”; and in Europe, “Moy Park” and “O’Kane.” We also produce value-added and branded products marketed, primarily under our portfolio of widely recognized consumer brands in some of our key markets, including “Seara” in Brazil, “Primo,” “Rivalea” and “Huon” in Australia and “Beehive” in New Zealand.
We are geographically diversified. In the year ended December 31, 2023, we generated 74.7% of our net revenue from sales in the countries where we operate our facilities, which we classify as domestic sales, and 25.3% of our net revenue represented export sales. The United States, Brazil and Australia are leading exporters of protein to many fast-growing markets, including Asia, Africa and the Middle East. Asia represented 53.2% of our net revenue
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from export sales in the year ended December 31, 2023, primarily from sales in China, Japan and South Korea. Africa and the Middle East collectively represented 12.1% of our net revenue from export sales in the year ended December 31, 2023.
Our management uses net revenue, along with Adjusted EBITDA and Adjusted EBITDA Margin, to measure our performance. The following table sets forth some of our financial information for the periods indicated.
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For the year ended December 31, |
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|
2023 |
2022 |
2021 |
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|
(in millions of US$, except percentages) |
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|
Net revenue |
72,918.1 |
|
72,613.9 |
|
65,042.7 |
|
|||
|
Net income (loss) |
(131.7 |
) |
3,143.5 |
|
3,818.6 |
|
|||
|
Net margin(1) |
(0.2 |
)% |
4.3 |
% |
5.9 |
% |
|||
|
Adjusted EBITDA(2) |
3,457.9 |
|
6,722.0 |
|
8,486.4 |
|
|||
|
Adjusted EBITDA margin(3) |
4.7 |
% |
9.3 |
% |
13.0 |
% |
|||
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(1) Net margin is calculated by dividing net income by net revenue.
(2) Adjusted EBITDA is used as a measure of performance by our management. Adjusted EBITDA is calculated by making the following adjustments to net income, as further described in this prospectus (see “— Summary Historical Financial Data”): exclusion of net finance expenses; exclusion of current and deferred income taxes; exclusion of depreciation and amortization expenses; exclusion of share of profit of equity-accounted investees, net of tax; exclusion of antitrust agreements expenses; exclusion of donations and social programs expenses; exclusion of J&F Leniency expenses refund; exclusion of impairment of assets; exclusion of restructuring expenses; and exclusion of certain other operating income (expense), net. Adjusted EBITDA is not a measure required by or calculated in accordance with IFRS and should not be considered as a substitute for income from continuing operations, net income or any other measure of financial performance reported in accordance with IFRS or as measures of operating cash flows or liquidity. You should rely primarily on our IFRS financial information, and use Adjusted EBITDA in a supplemental manner in making your investment decision. For more information about the limitations of Adjusted EBITDA, see “Presentation of Financial and Other Information — Non-GAAP Financial Measures.” For a reconciliation of Adjusted EBITDA to net income, see “— Summary Historical Financial Data.”
(3) Adjusted EBITDA margin is calculated by dividing Adjusted EBITDA by net revenue.
Set forth below is a map showing, by region, the geographic distribution of our more significant brands and percentage contribution to our net revenue for the year ended December 31, 2023, based on destination and origin of sale for the same period.
We have grown our business rapidly through strategic acquisitions and organic growth via a continuous focus on efficient capital investment targeted at high-return opportunities. As set forth in the charts below, we have grown our business from US$38.6 billion in net revenue in 2012 to US$72.9 billion in net revenue in 2023, representing a 5.9% compound annual growth rate (“CAGR”) since 2012, and Adjusted EBITDA (calculated as set forth below)
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from US$2.2 billion in 2012 to US$3.5 billion in 2023, representing a 4.1% CAGR over the same period of time. To calculate CAGR, we divided the value of the period in question by its value for the earliest comparative period, raised the result to the power of one divided by the number of intervening periods, and subtracted one from the subsequent result.
Description of Business Segments
In order to efficiently manage our global operations, we are organized according to the following seven business segments:
• Brazil. Our Brazil segment includes all the operating activities from JBS S.A., mainly represented by slaughter facilities, cold storage and meat processing, fat, feed and production of beef by-products, such as leather, collagen and other products produced in Brazil. In 2023, our Brazil segment had net revenue of US$11.1 billion and Adjusted EBITDA of US$469.3 million.
• Seara. Our Seara segment includes all of the operating activities of Seara and its subsidiaries, mainly represented by chicken and pork processing, production and commercialization of food products and value-added products. In 2023, our Seara segment had net revenue of US$8.3 billion and Adjusted EBITDA of US$364.5 million.
• Beef North America. Our Beef North America segment includes JBS USA’s beef processing operations in North America and the plant-based businesses in Europe. Beef North America also sells by-products to the variety meat, feed processing, fertilizer, automotive and pet food industries and also produces value-added meat products including toppings for pizzas. Finally, Sampco LLC imports processed meats and other foods such as canned fish, fruits and vegetables to the United States and Vivera produces and sells plant-based protein products in Europe. In 2023, our Beef North America segment had net revenue of US$23.3 billion and Adjusted EBITDA of US$114.2 billion.
• Pork USA. Our Pork USA segment includes JBS USA’s pork operations, including Swift Prepared Foods. As a complement to our pork processing business, we also conduct business through our hog production operations, including four hog farms and five feed mills, from which, we will source live hogs for our pork processing operations. In 2023, our Pork USA segment had net revenue of US$7.7 billion and Adjusted EBITDA of US$526.9 million.
• Pilgrim’s Pride. Our Pilgrim’s Pride segment includes PPC’s operations, including Moy Park, Tulip, PFM, PPL and Pilgrim’s Consumer Foods as well, mainly represented by chicken processing, production and commercialization of food products and prepared foods in the United States, Mexico, United Kingdom and France. The fresh chicken products consist of refrigerated (non-frozen) whole or cut-up chicken, either pre-marinated or non-marinated, and pre-packaged chicken in various combinations of freshly refrigerated, whole chickens and chicken parts. The prepared chicken products include portion-controlled breast fillets,
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tenderloins and strips, delicatessen products, salads, formed nuggets and patties and bone-in chicken parts. These products are sold either refrigerated or frozen and may be fully cooked, partially cooked or raw. In addition, these products are breaded or non-breaded and either pre-marinated or non-marinated. In 2023, our Pilgrim’s Pride segment had net revenue of US$17.3 billion and Adjusted EBITDA of US$1.5 billion.
• Australia. Our Australia segment includes our fresh, frozen, value-added and branded beef, lamb, pork and fish products in Australia and New Zealand. We also operate lamb, sheep, pork and fish processing facilities in Australia and New Zealand. In 2023, our Australia segment had net revenue of US$6.2 billion and Adjusted EBITDA of US$454.7 million.
• Others. Our Others segment includes certain operations not directly attributable to our primary segments set forth above, such as corporate expenses, international leather operations and other operations in Europe. In 2023, our Others segment had net revenue of US$893.5 million and Adjusted EBITDA of US$(5.2) million.
For additional information about our reportable segments, see note 25 to JBS S.A.’s audited financial statements and “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Reportable Segments” and “— Description of Main Consolidated Statement of Income Line Items — Net Revenue.” Each segment’s operating profit or loss is evaluated by our chief operating decision maker based on Adjusted EBITDA. See “Presentation of Financial and Other Information — Non-GAAP Financial Measures — Adjusted EBITDA and Adjusted EBITDA Margin.”
The following charts set forth the proportion our total net revenue and Adjusted EBITDA by segment for the year ended December 31, 2023.
____________
(1) Does not consider intercompany eliminations.
Proposed Corporate Restructuring and Dual Listing
On July 12, 2023, JBS B.V., a wholly-owned Dutch subsidiary of JBS S.A. (to be renamed “JBS N.V.” upon its future conversion from a Dutch a private limited liability company (besloten vennootschap met beperkte aansprakelijkheid) into a Dutch public limited liability company (naamloze vennootschap)), publicly filed a registration statement on Form F-4 with the SEC (including any amendment, modification, or supplement thereto, the “Equity Registration Statement”) to register an offering of Class A common shares, par value €0.01 per share, of JBS N.V. (“JBS N.V. Class A Common Shares”) to be issued to holders of common shares of JBS S.A. (“JBS S.A. Common Shares”), initially in the form of Brazilian Depositary Receipts (“BDRs”), and which may be converted into Class B common shares, par value €0.10 per share, of JBS N.V. (“JBS N.V. Class B Common Shares,” together with the JBS N.V. Class A Common Shares, “JBS N.V. Common Shares”) through December 31, 2026 (the “Proposed Equity Transaction”). This Proposed Equity Transaction is part of a proposed corporate restructuring of the JBS Group (the “Corporate Restructuring”) that will result in listing the JBS N.V. Class A Common Shares on the New York Stock Exchange (“NYSE”) and the JBS N.V. BDRs on the B3 and JBS S.A. becoming an indirect wholly-owned subsidiary of JBS N.V.
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Currently, JBS S.A. Common Shares are listed on the Novo Mercado listing segment of the B3 and JBS S.A. American Depositary Shares (“ADSs”) trade over-the-counter in the U.S. Upon completion of the Corporate Restructuring, we expect to delist the JBS S.A. Common Shares from the B3. In addition, JBS S.A.’s sponsored Level 1 ADS program, pursuant to which JB S S.A.’s ADSs have been issued, will be terminated prior to the completion of the Corporate Restructuring. If the Corporate Restructuring is completed, JBS S.A. will be an indirect wholly-owned subsidiary of JBS N.V., holders of JBS S.A. Common Shares will become shareholders of JBS N.V., and the JBS S.A. Common Shares will no longer be publicly traded. In this document, references to “JBS N.V.” are meant to include JBS B.V. prior to its renaming and conversion into a Dutch public limited liability company.
The purpose of the Corporate Restructuring, including the Proposed Equity Transaction, is to create a corporate structure that allows us to better reflect our global presence and diverse international operations and implement our growth strategy, which we expect will allow us to improve our rating indices and maximize shareholder value. As an NYSE-listed company, we expect to improve our access to funding sources and enhance our ability to raise financing to support our operations and fund growth, as well as lower our cost of capital. The business of JBS N.V. and its consolidated subsidiaries following the completion of the Corporate Restructuring will be the same as the business of JBS S.A. and its consolidated subsidiaries immediately prior to the Corporate Restructuring.
The consummation of the Corporate Restructuring is subject to several conditions. No assurances can be made that the conditions will be satisfied or that the Corporate Restructuring will be completed as outlined herein or at all. The Equity Registration Statement may be amended as necessary to reflect changes to the proposed structure of the Corporate Restructuring, including the Proposed Equity Transaction.
The Equity Registration Statement has been publicly filed with the Securities and Exchange Commission but has not yet become effective. No securities pursuant to the Equity Registration Statement may be sold and no offers to buy be accepted in connection with the Proposed Equity Transaction prior to the time the Equity Registration Statement becomes effective. In addition, the Equity Registration Statement shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of securities in connection with the Proposed Transaction in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. This prospectus shall not constitute an offer to sell or the solicitation of an offer to buy any securities in connection with the Equity Registration Statement.
For a more complete description of the Corporate Restructuring and the Proposed Equity Transaction, see “Information about JBS S.A.— The Corporate Restructuring and the Proposed Equity Transaction.”
Recent Development
Civil Proceeding against JBS USA
On February 28, 2024, the Attorney General of the State of New York filed a civil complaint against our subsidiaries, JBS USA Food Company and JBS USA Food Company Holdings, in the Supreme Court of the State of New York, County of New York, alleging that consumers in New York were misled by statements in which we expressed our goal of reducing greenhouse gas emissions and striving to achieve Net Zero by 2040. The complaint seeks an injunction, disgorgement of profits, civil penalties, attorney’s fees and other relief. We believe we will be successful in our defense strategy; an opinion shared by our legal advisors.
Risk Factors
The Exchange Offers involve risks, some of which are related to our businesses and to investing in our debt, the New Notes and the Guarantees. You should carefully consider the information about these risks set forth under the section entitled “Risk Factors”, together with the other information included in this prospectus.
The following is a summary of some of the principal risks we face:
Risks Related to the Exchange Offers
• The Exchange Offers may not be consummated.
• If you fail to exchange your Old Notes, they will continue to be restricted securities and will likely become less liquid.
5
• Late deliveries of Old Notes could prevent a holder from exchanging its Old Notes.
• If you are a broker-dealer, your ability to transfer the New Notes may be restricted.
Risks Relating to Our Debt and the Notes and the Guarantees
• We are not prohibited from incurring significantly more debt.
• The Co-Issuers’ and the Parent Guarantors’ obligations to repay secured debt, and the obligations of JBS USA’s non-guarantor subsidiaries to repay their debt and other liabilities will have priority over the Co-Issuers’ obligations under the New Notes and the Parent Guarantors’ obligations under their guarantees of the New Notes.
• Covenant restrictions under certain of our other debt agreements may limit our ability to operate our business.
• Obligations under the New Notes and the Guarantees will be subordinated to certain statutory liabilities.
• The Indentures provides for the release of the Guarantees of the New Notes, our ability to substitute JBS USA Holding Lux S.à r.l. as an issuer, and our ability to release JBS USA Food Company as an issuer of the New Notes.
Risks Relating to Our Business and Industries
• Our results of operations may be adversely affected by fluctuations in market prices for, and the availability of, livestock and animal feed ingredients.
• Outbreaks of animal diseases may affect our ability to conduct our business and harm demand for our products.
• Any perceived or real health risks related to the food industry could adversely affect our ability to sell our products. If our products become contaminated, we may be subject to product liability claims and product recalls.
• Changes in consumer preferences and/or negative perception of the consumer regarding the quality and safety of our products could adversely affect our business.
• We face competition in our business, which may adversely affect our market share and profitability.
Risks Relating to the Markets in Which We Operate
• Deterioration of global economic conditions could adversely affect our business.
• Our exports pose special risks to our business and operations.
• We are subject to ordinary course audits in the jurisdictions where we operate and changes in tax laws and unanticipated tax liabilities, in either case, could adversely affect the taxes we pay and therefore our financial condition and results of operations.
• We are exposed to emerging and developing country risks.
• Market fluctuations could negatively impact our operating results, and our business may be adversely impacted by risks related to hedging activities.
JBS S.A.’s headquarters are located at Av. Marginal Direita do Tietê, 500, Bloco I, 3rd Floor, CEP 05118-100, in the City of São Paulo, State of São Paulo, Brazil, and our phone number is (+55 11) 3144-4000. JBS S.A.’s website is www.jbs.com.br. Information contained on or obtainable through JBS S.A.’s website is not incorporated into, and does not constitute a part of, this prospectus.
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THE EXCHANGE OFFERS
|
The Exchange Offers |
We are offering to exchange up to: • US$1,600,000,000 aggregate principal amount of newly issued and registered 6.750% Senior Notes due 2034 (the “New 2034 Notes”) for an equal principal amount of our outstanding 6.750% Senior Notes due 2034 (the “Old 2034 Notes”); • US$900,000,000 aggregate principal amount of newly issued and registered 7.250% Senior Notes due 2053 (the “New 2053 Notes” and, together with the New 2034 Notes, the “New September Notes”) for an equal principal amount of our outstanding 7.250% Senior Notes due 2053 (the “Old 2053 Notes” and, together with the Old 2034 Notes, the “Old September Notes”); • US$3,062,000 aggregate principal amount of newly issued and registered 2.500% Senior Notes due 2027 (the “New 2027 Notes”) for an equal principal amount of our outstanding 2.500% Senior Notes due 2027 (the “Old 2027 Notes”); • US$20,676,000 aggregate principal amount of newly issued and registered 5.125% Senior Notes due 2028 (the “New 2028 Notes”) for an equal principal amount of our outstanding 5.125% Senior Notes due 2028 (the “Old 2028 Notes”); • US$993,000 aggregate principal amount of newly issued and registered 6.500% Senior Notes due 2029 (the “New 6.500% 2029 Notes”) for an equal principal amount of our outstanding 6.500% Senior Notes due 2029 (the “Old 6.500% 2029 Notes”); • US$343,000 aggregate principal amount of newly issued and registered 3.000% Senior Notes due 2029 (the “New 3.000% 2029 Notes”) for an equal principal amount of our outstanding 3.000% Senior Notes due 2029 (the “Old 3.000% 2029 Notes”); • US$4,635,000 aggregate principal amount of newly issued and registered 5.500% Senior Notes due 2030 (the “New 2030 Notes”) for an equal principal amount of our outstanding 5.500% Senior Notes due 2030 (the “Old 2030 Notes”); • US$7,909,000 aggregate principal amount of newly issued and registered 3.750% Senior Notes due 2031 (the “New 2031 Notes”) for an equal principal amount of our outstanding 3.750% Senior Notes due 2031 (the “Old 2031 Notes”); • US$16,974,000 aggregate principal amount of newly issued and registered 3.000% Sustainability-Linked Senior Notes due 2032 (the “New 3.000% 2032 Notes”) for an equal principal amount of our outstanding 3.000% Sustainability-Linked Senior Notes due 2032 (the “Old 3.000% 2032 Notes”); • US$35,498,000 aggregate principal amount of newly issued and registered 3.625% Sustainability-Linked Senior Notes due 2032 (the “New 3.625% 2032 Notes”) for an equal principal amount of our outstanding 3.625% Sustainability-Linked Senior Notes due 2032 (the “Old 3.625% 2032 Notes”); |
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|
• US$828,000 aggregate principal amount of newly issued and registered 5.750% Senior Notes due 2033 (the “New 2033 Notes”) for an equal principal amount of our outstanding 5.750% Senior Notes due 2033 (the “Old 2033 Notes”); • US$115,000 aggregate principal amount of newly issued and registered 4.375% Senior Notes due 2052 (the “New 4.375% 2052 Notes”) for an equal principal amount of our outstanding 4.375% Senior Notes due 2052 (the “Old 4.375% 2052 Notes”); and • US$2,345,000 aggregate principal amount of newly issued and registered 6.500% Senior Notes due 2052 (the “New 6.500% 2052 Notes” and, collectively with the New 2034 Notes, the New 2053 Notes, the New 2027 Notes, the New 2028 Notes, the New 6.500% 2029 Notes, the New 3.000% Notes due 2029, the New 2030 Notes, the New 2031 Notes, the New 3.000% 2032 Notes, the New 3.625% 2032 Notes, the New 2033 Notes and the New 4.375% 2052 Notes, the “New Notes”) for an equal principal amount of our outstanding 6.500% Senior Notes due 2052 (the “Old 6.500% 2052 Notes” and, collectively with the Old 2034 Notes, the Old 2053 Notes, the Old 2027 Notes, the Old 2028 Notes, the Old 6.500% 2029 Notes, the Old 3.000% Notes due 2029, the Old 2030 Notes, the Old 2031 Notes, the Old 3.000% 2032 Notes, the Old 3.625% 2032 Notes, the Old 2033 Notes and the Old 4.375% 2052 Notes, the “Old Notes”). |
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|
Purpose of the Exchange Offers |
The New September Notes are being offered to satisfy our obligations under the registration rights agreements, dated as of September 19, 2023, by and between JBS USA (formerly JBS USA Lux S.A.) and BMO Capital Markets Corp., as representative of certain initial purchasers (the “Registration Rights Agreement”). Subject to limited exceptions, after the Exchange Offers are complete, you will not have any further rights under the Registration Rights Agreement, including any right to require us to register any of the Old September Notes that you do not exchange, to file a shelf registration statement to cover resales of the Old September Notes or to pay you the additional interest we agreed to pay to holders of Old September Notes if we failed to satisfy our obligations under the Registration Rights Agreement governing the Old September Notes. On August 21, 2023, our prior exchange offers in which we offered to exchange Old Notes (other than the Old September Notes) for New Notes (other than the New September Notes) expired. We have undertaken the Exchange Offers for the Old Notes (other than the Old September Notes) to provide holders of such Old Notes another opportunity to exchange their series of Old Notes for the corresponding series of New Notes. Holders of the Old Notes that exchanged their Old Notes in our prior exchange offers do not need to re-tender their Old Notes or take any other action in connection with these Exchange Offers. The Old Notes (other than the Old September Notes) that are validly tendered, not withdrawn and accepted for exchange in the Exchange Offers and the corresponding series of New Notes delivered promptly after such acceptance will be fully fungible with the corresponding series of registered new notes that were issued in our prior exchange offers. We are not required to pay additional interest to the holders of the Old Notes (other than the Old September Notes) if we fail to satisfy our obligations under the Registration Rights Agreement governing the Old September Notes. |
8
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The Notes |
Each series of New Notes to be issued in the Exchange Offers will have substantially identical terms to corresponding series of Old Notes, except that the New Notes will be registered under the Securities Act and will not be subject to transfer restrictions or registration rights. The New Notes will have the same financial terms and covenants as the Old Notes, and are subject to the same business and financial risks. The New Notes will be guaranteed on a senior unsecured basis by JBS S.A., JBS Global Luxembourg S.à r.l. and JBS Global Meat Holdings Pty. Limited (collectively, the “Parent Guarantors”). Each guarantee constitutes a separate security offered by the Parent Guarantors. Each series of New Notes will be part of the same corresponding series of the Old Notes and will be issued under the same applicable Indenture. Holders of Old Notes do not have any appraisal or dissenters’ rights in connection with the Exchange Offers. |
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Denomination |
Each series of New Notes will only be issued in minimum denominations of US$2,000 and integral multiples of US$1,000 in excess thereof. No tender of Old Notes will be accepted if it results in the issuance of less than US$2,000 principal amount of New Notes. |
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Expiration Date |
Each Exchange Offer will expire at 5:00 p.m., New York City time, on , 2024, unless we extend it in our sole discretion. The time and date of expiration of each Exchange Offer, as each such time and date may be extended is referred to, in each case, as the “Expiration Date.” |
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Settlement Date |
The Settlement Date for the Exchange Offers will be promptly after the Expiration Date. |
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Procedures for Tendering the Old Notes |
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Consequences of Failure to Exchange the Old Notes |
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Conditions to the Exchange Offers |
The Exchange Offers are subject to several customary conditions. We will not be required to accept for exchange, or to issue any New Notes in exchange for, any Old Notes, and we may terminate or amend the Exchange Offers with respect to one or more series of the Old Notes if we determine in our reasonable judgment at any time before the Expiration Date that the Exchange Offers would violate applicable law or any applicable interpretation of the staff of the SEC. The foregoing conditions are for our sole benefit and may be waived by us at any time. See “The Exchange Offers — Conditions to the Exchange Offers.” In addition, we will not accept for exchange any Old Notes tendered, and no New Notes will be issued in exchange for any such Old Notes, if at any time any stop order is threatened or in effect. |
9
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With respect to each Exchange Offer, we reserve the right to terminate or amend such Exchange Offer at any time prior to the applicable Expiration Date upon the occurrence of any of the foregoing events. With respect to each Exchange Offer, if we make a material change to the terms of such Exchange Offer, we will, to the extent required by law, disseminate additional offer materials and extend such Exchange Offer. |
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Registration Rights Agreement |
We have undertaken the Exchange Offers for the Old September Notes pursuant to the terms of the Registration Rights Agreement. Under the Registration Rights Agreement, we agreed, among other things, to consummate an exchange offer for the Old September Notes pursuant to an effective registration statement or to cause resales of the Old September Notes to be registered. We have filed this registration statement to meet our obligations under the Registration Rights Agreement. If we fail to satisfy certain obligations under the Registration Rights Agreement with respect to the Old September Notes, we are required to pay additional interest to holders of such series of Old September Notes under specified circumstances. See “Registration Rights.” We are not required to pay additional interest to the holders of the Old Notes (other than the Old September Notes) if we fail to satisfy our obligations under the Registration Rights Agreement governing the Old September Notes. |
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Resale of the New Notes |
We believe the New Notes that will be issued in the Exchange Offers may be resold by most investors without compliance with the registration and prospectus delivery provisions of the Securities Act, subject to certain conditions. Each broker-dealer that receives New Notes for its own account in exchange for Old Notes, where such Old Notes were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such New Notes. See “Plan of Distribution.” By so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. You should read the discussions under “The Exchange Offers” and “Plan of Distribution” for further information regarding the Exchange Offers and resale of the New Notes. |
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Acceptance of Old Notes for |
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Exchange Agent |
D.F. King & Co., Inc. is serving as Exchange Agent. |
10
THE NEW NOTES
The following is a brief summary of the principal terms of the New Notes. The terms of each series of the New Notes are identical in all material respects to those of the corresponding series of the Old Notes except that the New Notes will be registered under the Securities Act and will not be subject to transfer restrictions or registration rights, and the New Notes will bear different CUSIP numbers from the Old Notes of the corresponding series. Upon settlement of the New Notes, the New Notes (other than the New September Notes) will trade under the same CUSIP numbers with the corresponding series of registered new notes that were issued in our prior exchange offers. Certain of the terms and conditions described below are subject to important limitations and exceptions. For a more complete description of the terms of the New Notes and the terms and provisions of the applicable Indenture that govern the Old Notes and will govern the New Notes, see “Description of the New Notes.”
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Issuers |
JBS USA Holding Lux S.à r.l., JBS USA Food Company and JBS Luxembourg Company S.à r.l. |
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Parent Guarantors |
JBS S.A., JBS Global Luxembourg S.à r.l. and JBS Global Meat Holdings Pty. Limited. |
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Securities Offered |
Up to: • US$1,600,000,000 aggregate principal amount of New 2034 Notes; • US$900,000,000 aggregate principal amount of New 2053 Notes; • US$3,062,000 aggregate principal amount of New 2027 Notes; • US$20,676,000 aggregate principal amount of New 2028 Notes; • US$993,000 aggregate principal amount of New 6.500% 2029 Notes; • US$343,000 aggregate principal amount of New 3.000% 2029 Notes; • US$4,635,000 aggregate principal amount of New 2030 Notes; • US$7,909,000 aggregate principal amount of New 2031 Notes; • US$16,974,000 aggregate principal amount of New 3.000% 2032 Notes; • US$35,498,000 aggregate principal amount of New 3.625% 2032 Notes; • US$828,000 aggregate principal amount of New 2033 Notes; • US$115,000 aggregate principal amount of New 4.375% 2052 Notes; and • US$2,345,000 aggregate principal amount of New 6.500% 2052 Notes. |
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Guarantees |
The New Notes will be guaranteed on a senior unsecured basis (the “Guarantees”) by the Parent Guarantors. |
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Maturity Date |
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New 2034 Notes |
March 15, 2034 |
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New 2053 Notes |
November 15, 2053 |
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New 2027 Notes |
January 15, 2027 |
11
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New 2028 Notes |
February 1, 2028 |
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New 6.500% 2029 Notes |
April 15, 2029 |
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New 3.000% 2029 Notes |
February 2, 2029 |
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New 2030 Notes |
January 15, 2030 |
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New 2031 Notes |
December 1, 2031 |
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New 3.000% 2032 Notes |
May 15, 2032 |
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New 3.625% 2032 Notes |
January 15, 2032 |
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New 2033 Notes |
April 1, 2033 |
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New 4.375% 2052 Notes |
February 2, 2052 |
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New 6.500% 2052 Notes |
December 1, 2052 |
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Interest |
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New 2034 Notes |
The New 2034 Notes will bear interest at the annual rate of 6.750%, payable semi-annually in arrears on March 15 and September 15 of each year. |
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New 2053 Notes |
The New 2053 Notes will bear interest at the annual rate of 7.250%, payable semi-annually in arrears on May 15 and November 15 of each year. |
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New 2027 Notes |
The New 2027 Notes will bear interest at the annual rate of 2.500%, payable semi-annually in arrears on January 15 and July 15 of each year. |
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New 2028 Notes |
The New 2028 Notes will bear interest at the annual rate of 5.125%, payable semi-annually in arrears on February 1 and August 1 of each year. |
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New 6.500% 2029 Notes |
The New 6.500% 2029 Notes will bear interest at the annual rate of 6.500%, payable semi-annually in arrears on April 15 and October 15 of each year. |
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New 3.000% 2029 Notes |
The New 3.000% 2029 Notes will bear interest at the annual rate of 3.000%, payable semi-annually in arrears on February 2 and August 2 of each year. |
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New 2030 Notes |
The New 2030 Notes will bear interest at the annual rate of 5.500%, payable semi-annually in arrears on January 15 and July 15 of each year. |
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New 2031 Notes |
The New 2031 Notes will bear interest at the annual rate of 3.750%, payable semi-annually in arrears on June 1 and December 1 of each year. |
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New 3.000% 2032 Notes |
The New 3.000% 2032 Notes will bear interest at 3.000% per year, payable on May 15 and November 15 of each year. From and including November 15, 2027, the interest rate payable on the New 3.000% 2032 Notes shall be increased by 25 basis points per annum unless JBS USA has notified the trustee within six months after December 31, 2026 that in respect of the year ended December 31, 2026, (i) the Sustainability Performance Target (as defined in the 3.000% 2032 Notes Indenture) has been satisfied and (ii) the satisfaction of the Sustainability Performance Target has been confirmed by the external verifier in accordance with its customary procedures. |
12
|
New 3.625% 2032 Notes |
The New 3.625% 2032 Notes will bear interest at 3.625% per year, payable on January 15 and July 15 of each year. From and including January 15, 2027, the interest rate payable on the New 3.625% 2032 Notes shall be increased by 25 basis points per annum unless JBS USA has notified the trustee at least 30 says prior to January 15, 2027 that in respect of the year ended December 31, 2025, (i) the Sustainability Performance Target (as defined in the 3.625% 2032 Notes Indenture) has been satisfied and (ii) the satisfaction of the Sustainability Performance Target has been confirmed by the external verifier in accordance with its customary procedures. |
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New 2033 Notes |
The New 2033 Notes will bear interest at the annual rate of 5.750%, payable semi-annually in arrears on April 1 and October 1 of each year. |
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New 4.375% 2052 Notes |
The New 4.375% 2052 Notes will bear interest at the annual rate of 4.375%, payable semi-annually in arrears on February 2 and August 2 of each year. |
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New 6.500% 2052 Notes |
The New 6.500% 2052 Notes will bear interest at the annual rate of 6.500%, payable semi-annually in arrears on June 1 and December 1 of each year. The New Notes of each series will accrue interest from (and including) the most recent date on which interest has been paid on the corresponding series of Old Notes accepted in the Exchange Offers. If your Old Notes are accepted for exchange, you will receive interest on the corresponding New Notes and not on the Old Notes. Any Old Notes not tendered will remain outstanding and continue to accrue interest according to their terms. |
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Optional Redemption |
We may redeem each series of New Notes, in whole or in part, at any time or from time to time at the redemption prices set forth under “Description of the New Notes — Optional Redemption.” |
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Change of Control Triggering Event |
Upon the occurrence of a Change of Control Triggering Event (as defined under “Description of the New Notes”), we will be required to make an offer to purchase the New Notes at a purchase price equal to 101% of the aggregate principal amount of the New Notes being repurchased plus accrued and unpaid interest, if any, to, but excluding, the date of repurchase. See “Description of the New Notes — Change of Control Triggering Event.” |
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Certain Covenants |
The applicable Indenture governing each series of New Notes will restrict our ability and the ability of our significant subsidiaries that guarantee such series of New Notes to create certain liens on future Principal Properties (as defined under “Description of the New Note — Certain Definitions”) and our ability to merge, consolidate, sell or otherwise dispose of all or substantially all of our assets. However, these restrictions are subject to certain significant exceptions, as further described under the heading “Description of the New Notes — Certain Covenants,” in this prospectus. |
13
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Ranking |
The New Notes and the Guarantees will be our and the Parent Guarantors’ unsecured senior obligations and will rank equally with all of our and the Parent Guarantors’ existing and future unsecured senior debt and rank senior to all of our and the Parent Guarantors’ existing and future subordinated debt. The New Notes and the Guarantees will be effectively junior to our and the Subsidiary Guarantors’ existing and future secured debt to the extent of the value of the collateral securing such debt. The New Notes and the Guarantees will be structurally subordinated to all existing and future liabilities (including trade payables) of our subsidiaries that do not guarantee the New Notes. |
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DTC Eligibility |
The New Notes of each series will be represented by global certificates deposited with, or on behalf of, DTC or its nominee. See “Book-Entry Settlement and Clearance.” |
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Same-Day Settlement |
Beneficial interests in the New Notes will trade in DTC’s same-day funds settlement system until maturity. Therefore, secondary market trading activity in such beneficial interests will be settled in immediately available funds. See “Book-Entry Settlement and Clearance.” |
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No listing of the New Notes |
We do not intend to apply to list the New Notes on any securities exchange or to have the New Notes quoted on any automated quotation system. |
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Governing Law |
Each series of New Notes and the applicable Indenture will be governed by, and construed in accordance with, the laws of the State of New York. |
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Trustee, Registrar and Paying Agent |
Regions Bank. |
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Risk Factors |
See “Risk Factors” and other information in this prospectus for a discussion of factors that should be carefully considered by holders of Old Notes before tendering their Old Notes pursuant to the Exchange Offers and investing in the New Notes. |
14
SUMMARY HISTORICAL FINANCIAL DATA
The following summary historical financial data of JBS S.A.is being provided to help you in your analysis of the financial aspects of the Exchange Offers. You should read this information in conjunction with this rest of this prospectus, including the sections entitled “Presentation of Financial and Other Information,” “Information about JBS S.A.” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” as well as JBS S.A.’s audited financial statements and the notes thereto included elsewhere in this prospectus.
The summary historical consolidated financial information of JBS S.A. presented below has been derived from JBS S.A.’s audited financial statements. The summary historical consolidated financial information of JBS S.A. presented in this prospectus is not necessarily indicative of JBS S.A.’s future consolidated operating results. The tables below present a summary of JBS S.A.’s audited consolidated financial performance for the periods indicated. The following information should be read and analyzed together with “Presentation of Financial and Other Information,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and JBS S.A.’s audited financial statements included elsewhere in this prospectus.
Items Affecting Comparability of Financial Results
The comparability of our financial results is affected by our acquisitions and fluctuations in foreign exchange rates, principally the Brazilian real against the U.S. dollar. For more information, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Items Affecting Comparability of Financial Results.”
15
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As of and for the year ended |
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2023 |
2022 |
2021 |
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(in millions of US$) |
|||||||||
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Consolidated statement of income information: |
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|
|
||||||
|
Net revenue |
72,918.1 |
|
72,613.9 |
|
65,042.7 |
|
|||
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Cost of sales |
(64,951.0 |
) |
(61,070.2 |
) |
(52,753.8 |
) |
|||
|
Gross profit |
7,967.2 |
|
11,543.6 |
|
12,288.9 |
|
|||
|
General and administrative expenses |
(2,315.1 |
) |
(2,290.0 |
) |
(2,821.2 |
) |
|||
|
Selling expenses |
(4,594.3 |
) |
(4,681.6 |
) |
(3,551.8 |
) |
|||
|
Other expenses |
(122.1 |
) |
(99.6 |
) |
(32.6 |
) |
|||
|
Other income |
148.5 |
|
311.0 |
|
100.7 |
|
|||
|
Net operating expense |
(6,883.0 |
) |
(6,760.2 |
) |
(6,304.8 |
) |
|||
|
Operating profit |
1,084.1 |
|
4,783.3 |
|
5.984.1 |
|
|||
|
Finance income |
584.2 |
|
808.6 |
|
430.7 |
|
|||
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Finance expense |
(1,937.6 |
) |
(2,050.3 |
) |
(1,369.2 |
) |
|||
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Net finance expense |
(1,353.4 |
) |
(1,241.6 |
) |
(938.5 |
) |
|||
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Share of profit of equity-accounted investees, net of tax |
9.5 |
|
11.8 |
|
17.2 |
|
|||
|
Profit (loss) before taxes |
(259.7 |
) |
3,553.4 |
|
5,062.8 |
|
|||
|
Current income taxes |
(69.5 |
) |
(515.2 |
) |
(1,402.6 |
) |
|||
|
Deferred income taxes |
197.5 |
|
105.3 |
|
158.5 |
|
|||
|
Total income taxes |
128.0 |
|
(410.0 |
) |
(1,244.1 |
) |
|||
|
Net income (loss) |
(131.7 |
) |
3,143.5 |
|
3,818.6 |
|
|||
|
Attributable to: |
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|
|
||||||
|
Company shareholders |
(198.9 |
) |
2,997.4 |
|
3,811.4 |
|
|||
|
Non-controlling interest |
67.1 |
|
146.0 |
|
7.2 |
|
|||
|
(131.7 |
) |
3,143.5 |
|
3,818.6 |
|
||||
|
|
|
|
|||||||
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Consolidated statement of financial position information at year end: |
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|
|
||||||
|
Cash and cash equivalents |
4,569.5 |
|
2,526.4 |
|
4,164.3 |
|
|||
|
Trade accounts receivable |
3,390.9 |
|
3,878.1 |
|
3,561.9 |
|
|||
|
Inventories |
5,101.2 |
|
5,393.5 |
|
4,756.2 |
|
|||
|
Property, plant and equipment |
12,918.2 |
|
11,915.3 |
|
10,208.3 |
|
|||
|
Goodwill |
6,105.0 |
|
5,828.7 |
|
5,835.4 |
|
|||
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Total assets |
42,577.8 |
|
39,885.5 |
|
37,138.4 |
|
|||
|
Total loans and financings(1) |
19,999.1 |
|
17,700.1 |
|
16,578.8 |
|
|||
|
Total equity |
9,707.8 |
|
9,546.1 |
|
8,565.0 |
|
|||
|
|
|
|
|||||||
|
Consolidated cash flow information: |
|
|
|
||||||
|
Net cash flows provided by (used in): |
|
|
|
||||||
|
Operating activities |
2,378.8 |
|
2,580.5 |
|
3,998.6 |
|
|||
|
Investing activities |
(1,408.4 |
) |
(2,535.6 |
) |
(3,516.4 |
) |
|||
|
Financing activities |
(1,022.1 |
) |
(1,667.4 |
) |
(64.5 |
) |
|||
|
|
|
|
|||||||
|
Other consolidated financial information |
|
|
|
||||||
|
Adjusted EBITDA(2) |
3,457.9 |
|
6,722.0 |
|
8,486.4 |
|
|||
____________
(1) Current loans and financings plus non-current loans and financings.
16
(2) Adjusted EBITDA is used as a measure of performance by our management. Adjusted EBITDA is calculated by making the following adjustments to net income, as further described below: exclusion of net finance expenses; exclusion of current and deferred income taxes; exclusion of depreciation and amortization expenses; exclusion of share of profit of equity-accounted investees, net of tax; exclusion of antitrust agreements expenses; exclusion of donations and social programs expenses; exclusion of J&F Leniency expenses refund; exclusion of impairment of assets; exclusion of restructuring expenses; and exclusion of certain other income (expenses), net. Adjusted EBITDA is not a measure required by or calculated in accordance with IFRS and should not be considered as a substitute for income from continuing operations, net income or any other measure of financial performance reported in accordance with IFRS or as measures of operating cash flows or liquidity. You should rely primarily on our IFRS financial information, and use Adjusted EBITDA in a supplemental manner in making your investment decision. For more information about the limitations of Adjusted EBITDA, see “Presentation of Financial and Other Information — Non-GAAP Financial Measures.”
Adjusted EBITDA is reconciled to net income (loss) as follows:
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For the year ended |
|||||||||
|
2023 |
2022 |
2021 |
|||||||
|
(in millions of US$) |
|||||||||
|
Net income (loss) |
(131.7 |
) |
3,143.5 |
|
3,818.6 |
|
|||
|
Income tax and social contribution taxes – current and deferred |
(128.0 |
) |
410.0 |
|
1,244.1 |
|
|||
|
Net finance expense |
1,353.4 |
|
1,241.7 |
|
938.5 |
|
|||
|
Depreciation and amortization expenses |
2,149.1 |
|
1,907.9 |
|
1,673.2 |
|
|||
|
Share of profit of equity-accounted investees, net of tax |
(9.5 |
) |
(11.8 |
) |
(17.2 |
) |
|||
|
Antitrust agreements expenses(a) |
102.5 |
|
101.4 |
|
792.6 |
|
|||
|
Donations and social programs expenses(b) |
18.2 |
|
23.9 |
|
27.3 |
|
|||
|
J&F Leniency expenses refund(c) |
— |
|
(93.8 |
) |
— |
|
|||
|
Impairment of assets(d) |
26.3 |
|
17.4 |
|
— |
|
|||
|
Restructuring expenses(e) |
53.3 |
|
— |
|
— |
|
|||
|
Other operating income (expense), net(f) |
24.5 |
|
(18.3 |
) |
9.1 |
|
|||
|
Adjusted EBITDA |
3,457.9 |
|
6,722.0 |
|
8,486.4 |
|
|||
|
|
|
|
|||||||
|
Adjusted EBITDA by segment: |
|
|
|
||||||
|
Brazil |
469.3 |
|
468.9 |
|
431.9 |
|
|||
|
Seara |
364.5 |
|
896.7 |
|
714.7 |
|
|||
|
Beef North America |
114.2 |
|
2,081.7 |
|
4,511.9 |
|
|||
|
Pork USA |
526.9 |
|
756.3 |
|
786.0 |
|
|||
|
Pilgrim’s Pride |
1,536.0 |
|
2,084.6 |
|
1,691.7 |
|
|||
|
Australia |
454.7 |
|
443.9 |
|
327.6 |
|
|||
|
Others |
(5.2 |
) |
(7.9 |
) |
24.7 |
|
|||
|
Total reportable segments |
3,460.4 |
|
6,724.2 |
|
8,488.5 |
|
|||
|
Eliminations(g) |
(2.6 |
) |
(2.2 |
) |
(2.0 |
) |
|||
|
Adjusted EBITDA |
3,457.8 |
|
|||||||