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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 3/27/24 JBS S.A. 20-F 12/31/23 198:43M EdgarAgents LLC/FA |
Document/Exhibit Description Pages Size 1: 20-F Annual Report HTML 6.80M 2: EX-2.1 Registration Rights Agreement, Dated as of HTML 125K September 19, 2023, by and Between Jbs Usa Lux S.A., and Bmo Capital Markets Corp., as Representative on Behalf of Certain Initial Purchasers 7: EX-2.10 Second Supplemental Indenture, Dated as of HTML 76K December 13, 2023, by and Among Jbs Usa Lux S.A., Jbs Luxembourg S.A R.L., and Regions Bank, as Trustee, Relating to 3.000% Senior Notes Due 2029 8: EX-2.11 Third Supplemental Indenture, Dated as of January HTML 66K 11, 2024, Between Jbs Usa Holding Lux S.A R.L., and Regions Bank, as Trustee, Relating to 3.000% Senior Notes Due 2029 9: EX-2.15 Third Supplemental Indenture, Dated as of December HTML 76K 13, 2023, by and Among Jbs Usa Lux S.A., Jbs Luxembourg S.A R.L., and Regions Bank, as Trustee, Relating to 6.500% Senior Notes Due 2029 10: EX-2.16 Fourth Supplemental Indenture, Dated as of January HTML 66K 11, 2024, Between Jbs Usa Holding Lux S.A R.L., and Regions Bank, as Trustee, Relating to 6.500% Senior Notes Due 2029 11: EX-2.20 Third Supplemental Indenture, Dated as of December HTML 76K 13, 2023, by and Among Jbs Usa Lux S.A., Jbs Luxembourg S.A R.L., and Regions Bank, as Trustee, Relating to 5.500% Senior Notes Due 2030 12: EX-2.21 Fourth Supplemental Indenture, Dated as of January HTML 66K 11, 2024, Between Jbs Usa Holding Lux S.A R.L., and Regions Bank, as Trustee, Relating to 5.50% Senior Notes Due 2030 13: EX-2.24 Second Supplemental Indenture, Dated as of HTML 76K December 13, 2023, by and Among Jbs Usa Lux S.A., Jbs Luxembourg S.A R.L., and Regions Bank, as Trustee, Relating to 3.750% Senior Notes Due 2031 14: EX-2.25 Third Supplemental Indenture, Dated as of January HTML 67K 11, 2024, Between Jbs Usa Holding Lux S.A R.L., and Regions Bank, as Trustee, Relating to 3.750% Senior Notes Due 2031 15: EX-2.27 First Supplemental Indenture, Dated as of December HTML 76K 13, 2023, by and Among Jbs Usa Lux S.A., Jbs Luxembourg S.A R.L., and Regions Bank, as Trustee, Relating to 3.625% Sustainability-Linked Senior Notes Due 2032 16: EX-2.28 Second Supplemental Indenture, Dated as of January HTML 66K 11, 2024, Between Jbs Usa Holding Lux S.A R.L., and Regions Bank, as Trustee, Relating to 3.625% Sustainability-Linked Senior Notes Due 2032 3: EX-2.3 First Supplemental Indenture, Dated as of December HTML 76K 13, 2023, by and Among Jbs Usa Lux S.A., Jbs Luxembourg S.A R.L., and Regions Bank, as Trustee, Relating to 2.500% Senior Notes Due 2027 17: EX-2.31 Second Supplemental Indenture, Dated as of HTML 78K December 13, 2023, by and Among Jbs Usa Lux S.A., Jbs Luxembourg S.A R.L., and Regions Bank, as Trustee, Relating to 3.000% Sustainability-Linked Senior Notes Due 2032 18: EX-2.32 Third Supplemental Indenture, Dated as of January HTML 66K 11, 2024, Between Jbs Usa Holding Lux S.A R.L., and Regions Bank, as Trustee, Relating to 3.000% Sustainability-Linked Senior Notes Due 2032 19: EX-2.34 First Supplemental Indenture, Dated as of December HTML 75K 13, 2023, by and Among Jbs Usa Lux S.A., Jbs Luxembourg S.A R.L., and Regions Bank, as Trustee, Relating to 5.750% Senior Notes Due 2033 20: EX-2.35 Second Supplemental Indenture, Dated as of January HTML 66K 11, 2024, Between Jbs Usa Holding Lux S.A R.L., and Regions Bank, as Trustee, Relating to 5.750% Senior Notes Due 2033 21: EX-2.36 Indenture, Dated as of September 19, 2023, Among HTML 911K Jbs Usa Lux S.A., Jbs Usa Food Company, Jbs Luxembourg S.A R.L., as Issuers, Each of the Guarantors Party Thereto, and Regions Bank, as Trustee 22: EX-2.37 First Supplemental Indenture, Dated as of January HTML 65K 11, 2024, Between Jbs Usa Holding Lux S.A R.L., and Regions Bank, as Trustee, Relating to 6.750% Senior Notes Due 2034 4: EX-2.4 Second Supplemental Indenture, Dated as of January HTML 66K 11, 2024, Between Jbs Usa Holding Lux S.A R.L., and Regions Bank, as Trustee, Relating to 2.500% Senior Notes Due 2027 23: EX-2.40 Second Supplemental Indenture, Dated as of HTML 77K December 13, 2023, by and Among Jbs Usa Lux S.A., Jbs Luxembourg S.A R.L., and Regions Bank, as Trustee, Relating to 4.375% Senior Notes Due 2052 24: EX-2.41 Third Supplemental Indenture, Dated as of January HTML 65K 11, 2024, Between Jbs Usa Holding Lux S.A R.L., and Regions Bank, as Trustee, Relating to 4.375% Senior Notes Due 2052 25: EX-2.43 First Supplemental Indenture, Dated as of December HTML 76K 13, 2023, by and Among Jbs Usa Lux S.A., Jbs Luxembourg S.A R.L., and Regions Bank, as Trustee, Relating to 6.500% Senior Notes Due 2052 26: EX-2.44 Second Supplemental Indenture, Dated as of January HTML 66K 11, 2024, Between Jbs Usa Holding Lux S.A R.L., and Regions Bank, as Trustee, Relating to 6.500% Senior Notes Due 2052 27: EX-2.45 Indenture, Dated as of September 19, 2023, Among HTML 906K Jbs Usa Lux S.A., Jbs Usa Food Company, Jbs Luxembourg S.A R.L., as Issuers, Each of the Guarantors Party Thereto, and Regions Bank, as Trustee 28: EX-2.46 First Supplemental Indenture, Dated as of January HTML 65K 11, 2024, Between Jbs Usa Holding Lux S.A R.L., and Regions Bank, as Trustee, Relating to 7.250% Senior Notes Due 2053 5: EX-2.6 First Supplemental Indenture, Dated as of December HTML 77K 13, 2023, by and Among Jbs Usa Lux S.A., Jbs Luxembourg S.A R.L., and Regions Bank, as Trustee, Relating to 5.125% Senior Notes Due 2028 6: EX-2.7 Second Supplemental Indenture, Dated as of January HTML 66K 11, 2024, Between Jbs Usa Holding Lux S.A R.L., and Regions Bank, as Trustee, Relating to 5.125% Senior Notes Due 2028 29: EX-4.3 Supplement, Borrower Assumption and Technical HTML 78K Amendment, Dated as of January 19, 2024, by and Among Jbs Usa Lux S.A., Jbs Usa Food Company, Jbs Usa Finance, Inc., Jbs Australia Pty Limited, Jbs Food Canada Ulc, the Other Borrowers 30: EX-8.1 List of Subsidiaries of the Registrant HTML 131K 34: EX-13.1 Annual or Quarterly Report to Security Holders HTML 59K 31: EX-11.1 Code of Ethics (English Translation) HTML 87K 32: EX-12.1 Statement re: the Computation of Ratios HTML 62K 33: EX-12.2 Statement re: the Computation of Ratios HTML 62K 40: R1 Document And Entity Information HTML 129K 41: R2 Consolidated Statements of Financial Position HTML 183K 42: R3 Consolidated Statements of Income HTML 115K 43: R4 Consolidated Statements of Income (Parentheticals) HTML 61K 44: R5 Consolidated Statements of Comprehensive Income HTML 99K 45: R6 Consolidated Statements of Changes in Equity HTML 170K 46: R7 Consolidated Statements of Cash Flows HTML 198K 47: R8 Background Information HTML 95K 48: R9 Basis of Preparation HTML 84K 49: R10 Cash and Cash Equivalents and Margin Cash HTML 69K 50: R11 Trade Accounts Receivable HTML 78K 51: R12 Inventories HTML 70K 52: R13 Biological Assets HTML 104K 53: R14 Recoverable Taxes HTML 70K 54: R15 Related Party Transactions HTML 77K 55: R16 Income Taxes HTML 172K 56: R17 Property, Plant and Equipment HTML 124K 57: R18 Leases HTML 137K 58: R19 Intangible Assets HTML 111K 59: R20 Goodwill HTML 129K 60: R21 Trade Accounts Payable HTML 73K 61: R22 Loans and Financing HTML 394K 62: R23 Income and Other Taxes Payable HTML 69K 63: R24 Payroll and social charges HTML 68K 64: R25 Dividends Payable HTML 69K 65: R26 Provisions for Legal Proceedings HTML 113K 66: R27 Equity HTML 91K 67: R28 Net Revenue HTML 73K 68: R29 Net Finance Expense HTML 69K 69: R30 Earnings Per Share HTML 67K 70: R31 Share-Based Compensation HTML 77K 71: R32 Operating Segments HTML 118K 72: R33 Expenses by Nature HTML 76K 73: R34 Risk Management and Financial Instruments HTML 494K 74: R35 Subsequent events HTML 61K 75: R36 Accounting Policies, by Policy (Policies) HTML 88K 76: R37 Background Information (Tables) HTML 93K 77: R38 Cash and Cash Equivalents and Margin Cash (Tables) HTML 66K 78: R39 Trade Accounts Receivable (Tables) HTML 76K 79: R40 Inventories (Tables) HTML 71K 80: R41 Biological Assets (Tables) HTML 95K 81: R42 Recoverable Taxes (Tables) HTML 66K 82: R43 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Property, Plant and Equipment 124: R85 Leases (Details) HTML 60K 125: R86 Leases (Details) - Schedule of Right of Use Asset HTML 108K 126: R87 Leases (Details) - Schedule of Changes in Right of HTML 124K Use Asset 127: R88 Leases (Details) - Schedule of Lease Liabilities HTML 72K 128: R89 Leases (Details) - Schedule of Changes in Lease HTML 72K Liability 129: R90 Leases (Details) - Schedule of Non-current Portion HTML 78K of Lease Liability 130: R91 Intangible Assets (Details) - Schedule of HTML 99K Intangible Assets Acquired in a Business Combination are Recognized at Fair Value Based on Valuation Methodologies and Techniques 131: R92 Intangible Assets (Details) - Schedule of Changes HTML 112K in Intangible Assets 132: R93 Goodwill (Details) HTML 60K 133: R94 Goodwill (Details) - Schedule of Changes in HTML 73K Goodwill 134: R95 Goodwill (Details) - Schedule of Impairment HTML 82K Testing Cash Generating Units 135: R96 Goodwill (Details) - Schedule of Key Assumptions HTML 83K Used in 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Exhibit 2.31
SECOND SUPPLEMENTAL INDENTURE
dated as of December 13, 2023
between
JBS USA LUX S.A. and
JBS LUXEMBOURG S.À R.L.,
as Issuers,
and
REGIONS BANK
as Trustee
3.000% Sustainability-Linked Senior Notes due 2032
THIS SECOND SUPPLEMENTAL INDENTURE (this “Second Supplemental Indenture”), entered into as of December 13, 2023, by and among JBS USA LUX S.A., a Luxembourg public limited liability company (société anonyme) incorporated and existing under the laws of the Grand Duchy of Luxembourg, having its registered office at 8-10 avenue de la Gare, L-1610, Luxembourg, Grand Duchy of Luxembourg, under registration with the Luxembourg Register of Commerce and Companies under number B 203.443 (the “Company”), JBS LUXEMBOURG S.À R.L., a Luxembourg private limited liability company (société à responsabilité limitée) incorporated and existing under the laws of the Grand Duchy of Luxembourg, having its registered office at 8-10 avenue de la Gare, L-1610, Luxembourg, Grand Duchy of Luxembourg, under registration with the Luxembourg Register of Commerce and Companies under number B 203.443 (“JBS Luxembourg” and together with the Company and JBS USA Food Company, the “Issuers” and, each a “Co-Issuer”), and REGIONS BANK, as trustee (the “Trustee”).
RECITALS
WHEREAS, the Company, JBS USA Food Company, JBS USA Finance, Inc. (prior to its dissolution), each of the guarantors party thereto and the Trustee entered into the Indenture, dated as of December 1, 2021 (as supplemented by the first supplemental indenture, dated August 15, 2022, the “Indenture”), relating to the 3.000% Sustainability-Linked Senior Notes due 2032 issued by the Company and JBS USA Finance, Inc. (the “Notes”);
WHEREAS, Section 10.01(a)(iv) of the Indenture provides that the Company and the Trustee, may amend or supplement the Indenture, the Notes or any Guarantee without notice to or consent of any Holder to add additional obligors with respect to the Notes;
WHEREAS, the Company has agreed to cause JBS Luxembourg S.à r.l., a wholly-owned subsidiary of the Company, to (i) become an “Issuer” for all purposes under the Notes and the Indenture and (ii) be liable for all obligations of an “Issuer” thereunder; and
WHEREAS, pursuant to Section 10.01(a)(iv) of the Indenture, the Company and the Trustee are authorized to execute and deliver this Second Supplemental Indenture.
AGREEMENT
NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained and intending to be legally bound, the parties to this Second Supplemental Indenture hereby agree as follows:
Section 1. Definitions. Capitalized terms used herein and not otherwise defined herein are used as defined in the Indenture.
Section 2. JBS Luxembourg S.à r.l. as Additional “Issuer.” JBS Luxembourg S.à r.l. hereby becomes (i) an “Issuer” for all purposes under the Notes and the Indenture and (ii) liable for all obligations of an “Issuer” thereunder, with the same force and effect as if JBS Luxembourg S.à r.l. was originally named as an “Issuer” thereunder. In addition, to the extent that the Indenture or any Note contains any other reference to each of the Issuers collectively by name or by collective reference to “Issuers” or “Co-Issuers” or any other reference as the context may require, then the Indenture and each Note is amended to include reference to JBS Luxembourg S.à r.l. and to remove reference to JBS USA Finance, Inc.
2
Section 3. Amendments to Indenture.
(a) The following definition shall be inserted in Section 1.01 of the Indenture is in the correct alphabetical order:
“JBS Luxembourg” means JBS Luxembourg S.à r.l., a Luxembourg private limited liability company (société à responsabilité limitée) incorporated and existing under the laws of the Grand Duchy of Luxembourg.”
(b) The following language shall be added as a new Section 13.02 to the Indenture.
“Section 13.02. Release of JBS Luxembourg as an Issuer. The Company may, at its option and without the consent of any Holder of the Notes, release JBS Luxembourg as an issuer for purposes of this Indenture and the Notes; provided, that the following conditions are satisfied:
(i) | concurrently with such release, the Company or a Restricted Subsidiary of the Company is an issuer of the Notes and such issuer is a corporation (or the equivalent); |
(ii) | JBS Luxembourg delivers a Guarantee of the Notes pursuant to a supplemental indenture; provided, that such Guarantee shall be subject to the release provisions set forth in Section 11.06; |
(iii) | immediately after giving effect to such release, on a pro forma basis, no Event of Default shall have occurred and be continuing; |
(iv) | JBS Luxembourg shall cease to be an issuer under each of the (a) Existing 2029 Notes, (b) Existing 2031 Notes and (c) Existing Notes, for any reason, including, without limitation, as a result of a consent solicitation, an exchange offer, the full repayment, redemption or defeasance thereof; and |
(v) | the Company delivers to the Trustee an Officer’s Certificate stating that such release complies with this Indenture and that all conditions precedent in this Indenture relating to such release have been satisfied.” |
Section 4. Original Issuers Remain Issuers. For the avoidance of doubt, nothing herein shall or shall be deemed to modify or otherwise affect the obligations of the Company and JBS USA Food Company under the Notes and the Indenture, and each of the Company and JBS USA Food Company shall remain liable, jointly and severally with JBS Luxembourg S.à r.l., for all obligations of an “Issuer” thereunder.
Section 5. Allonge. In connection with entering into this Second Supplemental Indenture and the transactions contemplated hereby, each of the Company, JBS USA Food Company and JBS Luxembourg agree to enter into allonges to the Notes substantially in the form of Exhibit A hereto.
Section 6. Governing Law. This Second Supplemental Indenture shall be governed by, and construed in accordance with, the laws of the State of New York.
Section 7. Counterparts. The parties may sign any number of copies of this Second Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.
Section 8. Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof.
Section 9. Trustee Makes No Representation. The Trustee shall not be responsible in any manner whatsoever for or in respect or the validity or sufficiency of this Second Supplemental Indenture or for or in respect of the recitals contained herein, all of which are made solely by the Company.
Section 10. Effective Date. This Second Supplemental Indenture shall become effective on the date first above written.
[THE REMAINDER OF THIS PAGE IS LEFT INTENTIONALLY BLANK]
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IN WITNESS WHEREOF, the parties hereto have caused this Second Supplemental Indenture to be duly executed as of the date first above written.
JBS USA LUX S.A., | |||
as Co-Issuer | |||
By: | /s/ Lucas Carracedo | ||
Name: | Title: | Lucas Carracedo | |
Title: | Director | ||
JBS LUXEMBOURG S.À R.L., | |||
as Co-Issuer | |||
By: | /s/ Lucas Carracedo | ||
Name: | Lucas Carracedo | ||
Title: | Director |
(Signature Page to Supplemental Indenture)
4
REGIONS BANK, | |||
as Trustee | |||
By: | /s/ Craig Kaye | ||
Name: | Craig Kaye | ||
Title: | Vice President |
(Signature Page to Supplemental Indenture)
5
Exhibit A
ALLONGE TO NOTE
JBS USA LUX S.A.
JBS USA FOOD COMPANY
JBS LUXEMBOURG S.À R.L.,
3.000% Sustainability-Linked Senior Notes Due 2032
[●], 2023
Reference is made to that certain 3.000% Sustainability-Linked Senior Note Due 2032, No. [U-1/U-2], dated as of August 22, 2023 (the “Note”), in the stated principal amount of $[500,000,000/483,026,000] in favor of CEDE & CO., issued pursuant to that certain Indenture, dated as August 19, 2022, among JBS USA Lux, S.A., JBS USA Food Company and JBS USA Finance, Inc. (prior to its dissolution), as issuers, each of the guarantors party thereto and Regions Bank, as trustee (the “Trustee”), as supplemented by the Second Supplemental Indenture, dated as of the date hereof, among JBS USA Lux S.A., JBS Luxembourg S.À R.L. and the Trustee. Capitalized terms used, but not defined, herein shall have the meanings given to them in the Note.
The Note is hereby amended as follows:
(1) JBS Luxembourg S.À R.L. hereby becomes a party to the Note as an Issuer under (and as defined in) the Note with the same force and effect as if originally named therein as an Issuer and, without limiting the generality of the foregoing, hereby expressly assumes all obligations and liabilities of an Issuer thereunder and agrees to be bound by all of the terms of the Note.
(2) The definition of “Issuer” and “Issuers” in the Note shall be amended to include “JBS Luxembourg S.À R.L.”, individually and collectively, as applicable.
This Allonge to 3.000% Sustainability-Linked Senior Notes Due 2032 is hereby attached and incorporated into and made a part of the Note as if the terms hereof were stated therein. Except as expressly modified hereby, the terms and conditions of the Note remain in full force and effect as in effect prior to the date hereof.
(signature page follows)
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JBS USA LUX S.A., | |||
By: | |||
Name: | |||
Title: | |||
JBS USA FOOD COMPANY, | |||
By: | |||
Name: | |||
Title: | |||
JBS LUXEMBOURG S.À R.L., | |||
By: | |||
Name: | |||
Title: |
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REGIONS BANK, | ||
as Trustee | ||
By: | ||
Authorized Signatory |
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This ‘20-F’ Filing | Date | Other Filings | ||
---|---|---|---|---|
Filed on: | 3/27/24 | |||
For Period end: | 12/31/23 | |||
12/13/23 | ||||
8/22/23 | 6-K | |||
8/19/22 | ||||
8/15/22 | ||||
12/1/21 | ||||
List all Filings |
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 3/27/24 JBS B.V. F-4/A 5:6.4M Donnelley … Solutions/FA 3/27/24 JBS S.A. F-4 175:69M EdgarAgents LLC/FA |
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 5/19/23 JBS S.A. F-4 42:49M EdgarAgents LLC/FA 9/26/22 Pilgrim’s Pride Corp. 8-K:1,3,7,9 9/22/22 13:12M 9/02/21 Pilgrim’s Pride Corp. 8-K:1,2,7,9 9/02/21 12:43M 8/17/21 Pilgrim’s Pride Corp. 8-K/A:1,2,9 8/11/21 11:67M 4/09/21 Pilgrim’s Pride Corp. 8-K:1,2,7,9 4/08/21 14:44M 10/03/17 Pilgrim’s Pride Corp. 8-K:1,2,7,9 9/26/17 4:731K Donnelley … Solutions/FA |