JBS (JBS) boosts $1.2B bond tender cap and prices $500M 2037/2057 re-tap
Rhea-AI Filing Summary
JBS N.V. reports that subsidiary JBS USA Food Company Holdings has upsized its cash tender offers for debt, raising the cap from US$1.0 billion to US$1.2 billion in aggregate principal amount of its 6.750% 2034 and 5.950% 2035 Senior Notes.
The company also priced a US$500 million re-tap of its long-term debt, adding US$250 million to 5.625% Senior Notes due 2037 and US$250 million to 6.400% Senior Notes due 2057. Net proceeds will fund the tender offer consideration, with remaining funds for general corporate purposes.
By the early tender date, holders had tendered about 87.8% of the outstanding 2034 Notes and 83.0% of the outstanding 2035 Notes. Because 2034 tenders exceed the increased cap, JBS expects to purchase 2034 Notes on a prorated basis and not accept 2035 Notes or later tenders.
Positive
- None.
Negative
- None.
Insights
JBS executes a sizable debt refinancing and liability management move.
JBS, through its U.S. subsidiary, is combining a larger tender offer for 2034/2035 notes with new 2037 and 2057 issuances, including a US$500 million re-tap. This shifts a portion of its debt stack further out on the maturity curve.
High early participation—around 87.8% of 2034 Notes and 83.0% of 2035 Notes tendered—shows strong bondholder engagement. However, because 2034 tenders exceed the US$1.2 billion cap, purchases will be prorated and 2035 Notes are not expected to be accepted, concentrating the transaction’s effect on the 2034s.
Using net proceeds primarily to pay tender consideration indicates a focus on liability management rather than incremental leverage. The remaining proceeds are allocated to general corporate purposes, whose eventual impact will depend on how management deploys that liquidity.
Key Figures
Key Terms
tender offers financial
aggregate principal amount financial
Senior Notes financial
Offer to Purchase financial
re-tap offerings financial
general corporate purposes financial
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
Report of Foreign Private Issuer Pursuant to Rule 13a-16 or
15d-16 of the Securities Exchange Act of 1934
For the month of April 2026
Commission File Number: 001-42678
JBS N.V.
(Exact Name as Specified in its Charter)
N/A
(Translation of registrant’s name into English)
Stroombaan 16, 5th Floor,
1181 VX, Amstelveen, Netherlands
(Address of principal executive offices)
(Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.)
Form 20-F: ☒ Form 40-F: ☐
EXHIBIT INDEX
| Exhibit Number | Description of Document | |
| 99.1 | Notice to the Market – JBS Announces Tender Offer Results and Upsized Cap; and Us$500m Re-Tap Of 2037 & 2057 Notes |
1
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Date: April 13, 2026
| JBS N.V. | ||
| By: | /s/ Guilherme Perboyre Cavalcanti | |
| Name: | Guilherme Perboyre Cavalcanti | |
| Title: | Chief Financial Officer | |
2
Exhibit 99.1
NOTICE TO THE MARKET
JBS ANNOUNCES TENDER OFFER RESULTS AND UPSIZED CAP;
AND US$500M RE-TAP OF 2037 & 2057 NOTES
JBS N.V. (NYSE:JBS, B3: JBSS32) communicates to its shareholders and the market that its wholly-owned subsidiary JBS USA Food Company Holdings announced today (i) the early tender results for its tender offers (the “Tender Offers”) to purchase for cash a combined aggregate principal amount of up to US$1 billion aggregate principal amount (the “Maximum Amount”) of its 6.750% Senior Notes due 2034 (the “2034 Notes”) and its 5.950% Senior Notes due 2035 (the “2035 Notes” and, together with the 2034 Notes, the “Notes”) and (ii) that it has increased the Maximum Amount from up to US$1 billion aggregate principal amount of the Notes to up to US$1.2 billion aggregate principal amount of the Notes (the “Increased Maximum Amount”). The Tender Offers are being made upon the terms, and subject to the conditions, previously described in the offer to purchase, dated March 30, 2026 (as amended, the “Offer to Purchase”).
As previously communicated to the market, on March 30, 2026, JBS N.V., JBS USA Food Company Holdings and JBS USA Foods Group Holdings, Inc. (the “Issuers”) priced the offerings of (1) US$1.25 billion in aggregate principal amount of 5.625% Senior Notes due 2037 (the “Initial 2037 Notes”) and (2) US$750 million in aggregate principal amount of 6.400% Senior Notes due 2057 (the “Initial 2057 Notes” and, together with the Initial 2037 Notes, the “Initial Notes”). On April 9, 2026, the Issuers priced re-tap offerings of (A) US$250 million in aggregate principal amount of 5.625% Senior Notes due 2037 (the “Additional 2037 Notes”) (increasing the aggregate principal amount of 5.625% senior notes due 2037 to US$1.5 billion) and (B) US$250 million in aggregate principal amount of 6.400% Senior Notes due 2057 (the “Additional 2057 Notes” and, together with the Additional 2037 Notes, the “Additional Notes” and, together with the Initial Notes, the “Notes”) (increasing the aggregate principal amount of 6.400% senior notes due 2057 to US$1 billion). The settlement and issuance of the Notes is scheduled for April 13, 2026, subject to customary closing conditions. The net proceeds from these offerings will be used to pay the consideration payable pursuant to the Tender Offers and the remaining funds will be used for general corporate purposes.
JBS USA Food Company Holdings has been advised that as of 5:00 p.m., New York City time, on April 10, 2026 (the “Early Tender Date”) (i) US$1,322,843,000.00 aggregate principal amount of the 2034 Notes representing approximately 87.8% of the outstanding 2034 Notes and (ii) US$829,769,000.00 aggregate principal amount of the 2035 Notes representing approximately 83.0% of the outstanding 2035 Notes, in each case, had been validly tendered (and not validly withdrawn) pursuant to the Tender Offers. Because the 2034 Notes validly tendered prior to or at the Early Tender Date have an aggregate principal amount that exceeds the Increased Maximum Amount, JBS USA Food Company Holdings (x) expects to purchase 2034 Notes on a prorated basis and (y) does not expect to accept for purchase (i) any 2035 Notes that have been validly tendered prior to or at the Early Tender Date and (ii) any Notes tendered after the Early Tender Date on a subsequent settlement date. JBS USA Food Company Holdings expects to elect to exercise its right to make payment on April 14, 2026 for 2034 Notes that were validly tendered prior to or at the Early Tender Date and that are accepted for purchase.
Amstelveen, April 13, 2026.
Guilherme Perboyre Cavalcanti
Global CFO and Investor Relations Officer