JBS N.V. SEC Filings

JBS N.V. reports that it has become a co-issuer and successor entity for 15 series of long-term senior notes previously issued by JBS USA entities. Through supplemental indentures, JBS N.V. is now liable for all obligations under these notes and has replaced JBS S.A. as the registrant, while JBS S.A. and certain affiliates have been released as parent guarantors. JBS USA Food Company was also merged into JBS USA Food Company Holdings, which assumes co-issuer responsibilities.

JBS N.V. and its affiliates amended their revolving credit facility so that JBS N.V. and JBS USA Food Company Holdings are now borrowers and guarantors. The amendment also replaces a maximum total debt-to-capitalization covenant of 55.0% with a minimum interest coverage ratio of 3.00:1.00, starting with the test period ending on March 31, 2026. JBS N.V. plans to file a Form 15 to suspend JBS S.A.’s reporting obligations, with future SEC filings to be made under JBS N.V.’s file number and CIK.

JBS N.V. has filed a Form F-4 to register up to US$5.25 billion aggregate principal amount of new senior notes in exchange offers for existing unregistered notes maturing in 2035, 2036, 2055, 2056 and 2066. Holders can swap old notes for new notes with substantially identical financial terms, but the new notes are registered under U.S. securities laws and free of transfer restrictions. JBS will receive no cash proceeds and tendered old notes will be retired.

The company reports a large global protein platform, with 2024 net revenue of US$77.2 billion, net income of US$2.0 billion and Adjusted EBITDA of US$7.2 billion. Recent actions include simplifying the notes’ co‑issuer and guarantor structure, amending a revolving credit facility to introduce a minimum interest coverage ratio of 3.0x, issuing Brazil agribusiness receivables-backed debentures equivalent to US$569 million, completing a US$600 million share buyback, planning a US$1.0 billion commercial paper program, and disclosing a U.S. DOJ civil investigative demand related to the U.S. fed cattle and beef packing industry.

Capital Research Global Investors filed a Schedule 13G reporting beneficial ownership of 5.4% of JBS N.V. common stock, equal to 43,903,609 shares, with the event date 09/30/2025.

The filer reports sole voting power over 43,758,295 shares and sole dispositive power over 43,903,609 shares. The filing notes that the stake includes 43,758,257 Depositary Receipts, each representing one common share, and references 814,216,001 shares believed outstanding. The securities are stated to be held in the ordinary course of business and not for the purpose of changing or influencing control.