J&F Announces Expiration and Final Tender Results of Exchange Offer for Eldorado’s 8.500% Senior Notes Due 2032

SÃO PAULO, BRAZIL, May 11, 2026 (GLOBE NEWSWIRE) -- J&F S.A. (the “Company”) today announced the expiration and final results of its previously announced offer by its subsidiary J&F Luxembourg Finance S.à r.l. (the “Issuer”) to exchange (the “Exchange Offer”) any and all outstanding 8.500% senior notes due 2032 (the “Existing Eldorado Notes”) issued by Eldorado Intl. Finance GmbH for (1) up to US$500.0 million aggregate principal amount of new senior notes (the “Exchange Notes”) to be issued by the Issuer and guaranteed by the Company, Eldorado Brasil Celulose S.A. (“Eldorado”), LHG Mining Ltda. (“LHG Mining”) and Flora Produtos de Higiene e Limpeza S.A. (“Flora”, and, collectively with the Company, Eldorado and LHG Mining, the “Guarantors”), and (2) cash, and related consent solicitation (the “Consent Solicitation”) to adopt certain proposed amendments to the indenture governing the Existing Eldorado Notes (the “Proposed Amendments”). The Exchange Offer and Consent Solicitation expired at 5:00 p.m. New York City time, on May 11, 2026 (the “Expiration Date”).

As previously announced, as of 5:00 p.m. New York City time, on April 24, 2026 (the “Early Tender Date”), the Company received tenders from Eligible Holders (as defined below) with respect to Existing Eldorado Notes in the aggregate principal amount of US$464,722,000, or 92.94% of then-outstanding Existing Eldorado Notes, which constituted the requisite consents to adopt the Proposed Amendments with respect to the Existing Eldorado Notes. A supplemental indenture with respect to the Existing Eldorado Notes giving effect to the Proposed Amendments has been executed, and the Proposed Amendments became operative with respect to the Existing Eldorado Notes upon payment of the Total Exchange Consideration (as defined below), which occurred on April 30, 2026 (the “Early Settlement Date”). Eligible Holders who validly tendered (and did not validly withdraw) their Existing Eldorado Notes at or prior to the Early Tender Date received U.S.$1,000 principal amount of corresponding Exchange Notes and U.S.$2.50 in cash (the “Total Exchange Consideration”) for each U.S.$1,000 principal amount of the Existing Eldorado Notes accepted for exchange on the Early Settlement Date.

Following the Early Tender Date, Eligible Holders tendered an additional U.S.$20,478,000 in aggregate principal amount of Existing Eldorado Notes prior to the Expiration Date. Eligible Holders who validly tendered their Existing Eldorado Notes after the Early Tender Date but before the Expiration Date will be eligible to receive U.S.$1,000 principal amount of corresponding Exchange Notes. For the avoidance of doubt, such Eligible Holders will not be eligible to receive the cash portion of the Total Exchange Consideration.  

The Company expects it will accept for exchange all such Existing Eldorado Notes on May 12, 2026.

According to the information received from D.F. King & Co., Inc., the exchange agent and information agent for the Exchange Offer and Consent Solicitation, as of the Expiration Date, the Company received valid tenders from holders of the Existing Eldorado Notes as outlined in the table below. The table below also reflects information previously announced by the Company regarding the Existing Eldorado Notes that were validly tendered and not validly withdrawn as of the Early Tender Date and subsequently accepted for exchange and cancelled on the Early Settlement Date:

The Exchange Offer and the Consent Solicitation were made pursuant to the terms and subject to the conditions set forth in the offering memorandum and consent solicitation statement, dated April 13, 2026 (as supplemented by the press release dated April 24, 2026, the “Exchange Offering Memorandum and Consent Solicitation Statement”).

Documents relating to the Exchange Offer and the Consent Solicitation were distributed to eligible holders of Existing Eldorado Notes who completed and returned an eligibility form confirming that they were either (a) a “Qualified Institutional Buyer,” as that term is defined in Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), or (b) a person that is outside the “United States” and is (i) not a “U.S. person,” as those terms are defined in Rule 902 under the Securities Act and (ii) a “non-U.S. qualified offeree” (as defined in the Exchange Offering Memorandum and Consent Solicitation Statement) (such persons, “Eligible Holders”). The complete terms and conditions of the Exchange Offer and the Consent Solicitation are described in the Exchange Offering Memorandum and Consent Solicitation Statement, copies of which may be obtained by contacting D.F. King & Co., Inc., the exchange agent and the information agent in connection with the Exchange Offer and the Consent Solicitation (the “Exchange Agent”), at (800) 864-1460 (toll free), (646) 759-4552 (collect) or jandf@dfking.com. The eligibility form is available electronically at www.dfking.com/jf.

The dealer managers and solicitation agents (the “Dealer Managers”) for the Exchange Offer and the Consent Solicitation are:

Questions regarding the Exchange Offer may be directed to the Dealer Managers at their above contacts.

This press release does not constitute an offer to sell or purchase, or a solicitation of an offer to sell or purchase, or the solicitation of tenders or consents with respect to, any security. No offer, solicitation, purchase or sale will be made in any jurisdiction in which such an offer, solicitation, purchase or sale would be unlawful. The Exchange Offer and the Consent Solicitation are being made solely pursuant to the Exchange Offering Memorandum and Consent Solicitation Statement and only to such persons and in such jurisdictions as is permitted under applicable law.

The Existing Eldorado Notes, the Exchange Notes and the respective guarantees have not been and will not be registered under the Securities Act or any state or foreign securities laws and may not be offered or sold absent registration under the Securities Act, or pursuant to an applicable exemption from the registration requirements of the Securities Act and applicable state securities laws or applicable foreign securities laws.

Important Notice Regarding Forward-Looking Statements

This press release contains certain forward-looking statements. Statements that are not historical facts, including statements about our perspectives and expectations, are forward-looking statements. The words “expect”, “believe”, “estimate”, “intend”, “plan” and similar expressions, when related to the Company and its subsidiaries, indicate forward-looking statements. These statements reflect the current view of management and are subject to various risks and uncertainties. These statements are based on various assumptions and factors, including general economic, market, industry, and operational factors. Any changes to these assumptions or factors may lead to practical results different from current expectations. Excessive reliance should not be placed on those statements. Forward-looking statements relate only to the date they were made and the Company undertakes no obligation to update forward-looking statements to reflect events or circumstances after the date they were made.

About J&F S.A.

J&F S.A. is a privately held company that identifies, acquires and develops businesses with significant value-creation potential. Over several decades, J&F S.A. has built the one of the largest family-owned industrial conglomerates in Brazil, with operations in more than 25 countries and an aggregate workforce of approximately 300,000 employees. The J&F Group controls a diversified portfolio of businesses operating across a range of industries, including power, food (through JBS N.V. and its subsidiaries), pulp (through Eldorado), iron ore (through LHG Mining), and hygiene and beauty (through Flora).

Legal Disclaimer:

EIN Presswire provides this news content "as is" without warranty of any kind. We do not accept any responsibility or liability for the accuracy, content, images, videos, licenses, completeness, legality, or reliability of the information contained in this article. If you have any complaints or copyright issues related to this article, kindly contact the author above.