JBS NV-A美股招股说明书(2025-12-11版)

JBS N.V. Offers to ExchangeAll Outstanding Unregistered Notes of the SeriesSpecified BelowFor New Notes which have been Registered under the Securities Actof1933 Expiration Date: 5:00p.m., NewYork City Time, January 12, 2026, 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 fornew notes that have been registered under the Securities Act. The Exchange Offers •We will exchange all outstanding Old Notes (as defined below) that are validly tendered (and notvalidly withdrawn) and accepted notes for an equal principal amount of New Notes (as definedbelow) that are registered under the Securities Act.•The Exchange Offers for the Old Notes expire at 5:00p.m., NewYork City time, on January 12,2026, unless extended (such date, the “Expiration Date”).•You may withdraw tenders of Old Notes at any time prior to the Expiration Date of the ExchangeOffers. Table of Contents 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 tothe corresponding series of Old Notes, except that the New Notes will be registered under the Securities Act andwill not be subject to transfer restrictions or registration rights. The New Notes will have the same financialterms and covenants as the Old Notes, and are subject to the same business and financial risks. All untendered Old Notes will continue to be subject to the restrictions on transfer set forth in the OldNotes 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 subjectto, 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 5.950% Senior Notes due 2035and the old 6.375%Senior Notes due 2055 (together, the “Old January Notes”) that were issued on January21, 2025, pursuant tothe terms of the January Registration Rights Agreement (as defined herein), which requires us to consummatean exchange offer for the Old January Notes pursuant to an effective registration statement. We have undertaken the Exchange Offers for the old 5.500% Senior Notes due 2036, the old 6.250%Senior Notes due 2056 and the old 6.375% Senior Notes due 2066 (together, the “Old July Notes”) that wereissued on July3, 2025, pursuant to the terms of the July Registration Rights Agreement (as defined herein),which requires us to consummate an exchange offer for the Old July Notes pursuant to an effective registrationstatement. The old 5.950% Senior Notes due 2035 were, and the new 5.950% Senior Notes due 2035 will be, issuedunder an indenture, dated as of January21, 2025 (as supplemented through the date hereof, the “2035 NotesIndenture”), by and among the Co-Issuers, the guarantors party thereto and Regions Bank, as trustee. The old 6.375% Senior Notes due 2055 were, and the new 6.375% Senior Notes due 2055 will be, issuedunder an indenture, dated as of January21, 2025 (as supplemented through the date hereof, the “2055 NotesIndenture”), by and among the Co-Issuers, the guarantors party thereto and Regions Bank, as trustee. The old 5.500% Senior Notes due 2036 were, and the new 5.500% Senior Notes due 2036 will be, issuedunder an indenture, dated as of July3, 2025 (as supplemented through the date hereof, the “2036 NotesIndenture”), by and among the Co-Issuers, the guarantors party thereto and Regions Bank, as trustee. The old 6.250% Senior Notes due 2056 were, and the new 6.250% Senior Notes due 2056 will be, issuedunder an indenture, dated as of July3, 2025 (as supplemented through the date hereof, the “2056 NotesIndenture”), by and among the Co-Issuers, the guarantors party thereto and Regions Bank, as trustee. The old 6.375% Senior Notes due 2066 were, and the new 6.375% Senior Notes due 2066 will be, issuedunder an indenture, dated as of July3, 2025 (as supplemented through the date hereof, the “2066 NotesIndenture” and collectively with the 2035 Notes Indenture, the 2055 Notes Indenture, the 2036 Notes Indentureand the 2056 Notes Indenture, the “Indentures”), by and among the Co-Issuers, the guarantors party thereto andRegions Bank, as trustee. References to the “trustee” herein are in respect to Regions Bank in its respective capacity as trusteeunder each of the applicable Indentures. Each series of New Notes will be exchanged for Old Notes of thecorresponding series in minimum denominations of US$2,000 and integral multiples of US$1,000 in excessthereof. We will not receive any proceeds from the issuance of the New Notes in the Exchange Offers.