JBS USA Food Company announced that it has commenced a cash tender offer (the "Tender Offer") for any and all of the outstanding $350,000,000 aggregate principal amount of 6.500% Senior Notes due 2029 issued by JBS USA Lux S.A., JBS USA Food Company, and JBS USA Finance, Inc. (the "Notes"). The Tender Offer is being made pursuant to an Offer to Purchase, dated September 12, 2022 (as may be amended or supplemented from time to time, the "Offer to Purchase") and the related Notice of Guaranteed Delivery (as it may be amended or supplemented from time to time, the "Notice of Guaranteed Delivery" and together with the Offer to Purchase, the "Offer Documents"), which set forth a more comprehensive description of the terms of the Tender Offer.

The Tender Offer is scheduled to expire at 5:00 p.m., New York City time, on September 20, 2022, unless extended by JBS USA Food Company (such time and date, as the same may be modified, the "Expiration Time"). Holders who (i) validly tender their Notes on or before the Expiration Time and do not validly withdraw on or before the Withdrawal Deadline (as defined below) or (ii) deliver a properly completed and duly executed Notice of Guaranteed Delivery and all of the other required documents on or before the Expiration Time and tender their Notes prior to the Guaranteed Delivery Date which is at 5:00 p.m., New York City time, on the second business day after the Expiration Time, and whose Notes are accepted for purchase by JBS USA Food Company, will receive the "Tender Offer Consideration" indicated in the table below. Accrued and unpaid interest on the Notes accepted for purchase (including those tendered through the guaranteed delivery procedure) from the most recent interest payment date of the Notes up to, but not including, the Settlement Date (as defined below) (the "Accrued Interest") will be paid in cash on the Settlement Date or the Guaranteed Delivery Settlement Date (as defined below), as applicable.

The amount to be paid for each U.S.$1,000 principal amount of Notes validly tendered (and not validly withdrawn) at or prior to the Expiration Time and accepted for purchase, not including Accrued Interest.

JBS USA Food Company will purchase Notes that have been validly tendered by the Expiration Time and not validly withdrawn by the Withdrawal Deadline (other than Notes tendered in reliance upon the guaranteed delivery procedures) and that JBS USA Food Company chooses to accept for purchase, subject to all conditions to the Tender Offer having been satisfied or waived by JBS USA Food Company, expected to be within three business days following the Expiration Time, or as promptly as practicable thereafter (the "Settlement Date"). With respect to any Notes accepted for purchase pursuant to the guaranteed delivery procedures, the holders thereof will receive payment of the Tender Offer Consideration for such accepted Notes (to the extent that such Notes are not delivered prior to the Expiration Time) on the settlement date expected to be the third business days after the Expiration Time, or as promptly as practicable thereafter (the "Guaranteed Delivery Settlement Date"). Holders will be permitted to withdraw validly tendered Notes (i) at or prior to the earlier of (x) the Expiration Time and (y) in the event that the Tender Offer is extended, the tenth business day after commencement of the Tender Offer, and (ii) after the 60th business day after commencement of the Tender Offer if for any reason the Tender Offer has not been consummated within 60 business days after commencement, but not thereafter (such date in clause (i) or (ii), the "Withdrawal Deadline"). JBS USA Food Company has the right, in its sole discretion, to extend, amend or terminate the Tender Offer at any time, subject to applicable law.

JBS USA Food Company's obligation to accept for purchase, and to pay for, Notes validly tendered and not validly withdrawn pursuant to the Tender Offer is conditioned upon the satisfaction or, when applicable, waiver of certain conditions, which are more fully described in the Offer to Purchase, including, among others, a financing condition as described in the Offer to Purchase. In addition, subject to applicable law, JBS USA Food Company reserves the right, in its sole discretion, to (i) extend, terminate or withdraw the Tender Offer at any time or (ii) otherwise amend the Tender Offer in any respect at any time and from time to time. JBS USA Food Company further reserves the right, in its sole discretion, not to accept any tenders of Notes. JBS USA Food Company is making the Tender Offer only in those jurisdictions where it is legal to do so.

Barclays Capital Inc., BMO Capital Markets Corp., Mizuho Securities USA LLC, RBC Capital Markets, LLC, and Truist Securities, Inc. are acting as dealer managers for the Tender Offer and can be contacted at their respective telephone numbers set forth on the back cover page of Offer to Purchase with questions regarding the Tender Offer.

The Offer Documents are available electronically at dfking.com/jbs-tenderoffer. Copies of the Offer Documents are also available to holders of Notes from D.F. King & Co., Inc., the information agent, and the tender agent for the Tender Offer. Requests for copies of the Offer Documents should be directed to D.F. King at +1 (800) 967-7574 (toll free), +1 (212) 269-5550 (collect), or jbs@dfking.com.

None of the Offer Documents nor any related documents have been filed with the U.S. Securities and Exchange Commission, nor have any such documents been filed with or reviewed by any federal or state securities commission or regulatory authority of any country. No authority has passed upon the accuracy or adequacy of the Offer Documents or any related documents, and it is unlawful and may be a criminal offense to make any representation to the contrary.

The Tender Offer is being made solely on the terms and conditions set forth in the Offer Documents. Under no circumstances shall this press release constitute an offer to buy or the solicitation of an offer to sell the Notes or any other securities of JBS S.A. or any of its subsidiaries, including JBS USA Food Company. The Tender Offer is not being made to, nor will JBS USA Food Company accept tenders of Notes from, holders in any jurisdiction in which the Tender Offer or the acceptance thereof would not be in compliance with the securities of blue sky laws of such jurisdiction. No recommendation is made as to whether holders should tender their Notes. Holders should carefully read the Offer Documents because they contain important information, including the various terms and conditions of the Tender Offer.

Source: JBS USA Food Company