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JBS USA, LLC Announces Offering Of Senior Notes

GREELEY, Colo., Sept. 3, 2013 /PRNewswire/ -- JBS USA, LLC ("JBS USA"), a wholly-owned subsidiary of JBS S.A. ("JBS"), today announced that it intends to commence, subject to market conditions, a private offering of $400.0 million aggregate principal amount of a new series of senior notes due 2021 (the "Notes"). JBS USA and JBS USA Finance, Inc. ("JBS USA Finance") will be co-issuers of the Notes.

Concurrently with the issuance of the Notes, JBS USA intends to borrow incremental term loans in the aggregate principal amount of $400.0 million (the "Incremental Term Loans"), pursuant to its existing senior secured term loan facility. JBS USA intends to use the net proceeds of the Notes and the Incremental Term Loans to fund a tender offer and consent solicitation in respect of any and all 11.625% senior notes due 2014 (the "2014 Notes") issued by JBS USA and JBS USA Finance (which it has announced separately today) and the remainder, if any, for general corporate purposes.

This press release is neither an offer to purchase nor a solicitation of an offer to sell or buy the 2014 Notes. Any offer to purchase the 2014 Notes will be made solely on the terms and subject to the conditions set forth in a separate offer to purchase and consent solicitation statement that will be directed to holders of the 2014 Notes.

The Notes will not be registered under the Securities Act of 1933, as amended (the "Securities Act"), or any state securities laws and may not be offered or sold in the United States or to any U.S. persons 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. The Notes will be offered only to "qualified institutional buyers" under Rule 144A of the Securities Act or, outside the United States, to persons other than "U.S. persons" in compliance with Regulation S under the Securities Act.

Important Notice Regarding Forward-Looking Statements

This press release contains certain forward-looking statements. Statements that are not historical facts, including statements about our perspectives and expectations, are forward looking statements. The words "expect," "believe," "estimate," "intend," "plan" and similar expressions, when related to JBS 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 JBS and the Issuers undertake no obligation to update forward-looking statements to reflect events or circumstances after the date they were made.

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