J&F Announces Offering of New Senior Notes and Commences Exchange Offer and Consent Solicitation for Eldorado’s 8.500% Senior Notes due 2032
SÃO PAULO, BRAZIL, April 13, 2026 (GLOBE NEWSWIRE) -- J&F S.A. (the “Company”) today announced that its subsidiary J&F Luxembourg Finance S.à r.l. (the “Issuer”) has commenced an offering (the “New Notes Offering”) of senior notes (the “New J&F Notes”) to be issued by the Issuer and guaranteed by the Company, Eldorado Brasil Celulose S.A. (“Eldorado”), LHG Mining Ltda. (“LHG Mining”) and Flora Produtos de Higiene e Limpeza S.A. (“Flora”, and, collectively with the Company, Eldorado and LHG Mining, the “Guarantors”). The Company also announced that the Issuer has commenced an offer to exchange (the “Exchange Offer”) any and all outstanding 8.500% senior notes due 2032 (the “Existing Eldorado Notes”) issued by Eldorado Intl. Finance GmbH for (1) up to US$500.0 million aggregate principal amount of new senior notes (the “Exchange Notes”) to be issued by the Issuer and also guaranteed by the Guarantors and (2) cash, in each case, as set forth in the table below.
The Company intends to use the net proceeds from the offering of the New J&F Notes to repay certain indebtedness.
The following table sets forth the Exchange Consideration, the Early Exchange Premium and the Total Exchange Consideration for the Existing Eldorado Notes:
| Title | Maturity Date | CUSIP/ISIN Numbers of Existing Eldorado Notes | Aggregate Principal Amount Outstanding | Exchange Consideration(1) | + | Early Exchange Premium(1) | = | Total Exchange Consideration(1)(2) |
| 8.500% Senior Notes due 2032 | December 1, 2032 | 284697 AC3 and US284697AC38/ A18007 AC7 and USA18007AC71 | US$500.0 million | US$950 principal amount of New 8.500% Senior Notes due 2032 | US$50 principal amount of New 8.500% Senior Notes due 2032 and US$2.50 in cash | US$1,000 principal amount of New 8.500% Senior Notes due 2032 and US$2.50 in cash | ||
| (1) For each US$1,000 principal amount of the Existing Eldorado Notes accepted for exchange. | ||||||||
| (2) Includes the Early Exchange Premium. | ||||||||
In conjunction with the Exchange Offer, the Issuer, on behalf of Eldorado Intl. Finance GmbH, is also soliciting consents (the “Consent Solicitation”) to adopt certain proposed amendments to the indenture governing the Existing Eldorado Notes to eliminate substantially all of the restrictive covenants, certain events of default and certain related provisions and definitions therein from such indenture.
The Exchange Offer and the Consent Solicitation are being made pursuant to the terms and subject to the conditions set forth in the offering memorandum and consent solicitation statement, dated April 13, 2026 (the “Exchange Offering Memorandum and Consent Solicitation Statement”). The New Notes Offering is being made pursuant to the terms and subject to the conditions set forth in the preliminary offering memorandum, dated April 13, 2026 (the “New Notes Offering Memorandum”).
The Exchange Offer and the Consent Solicitation are conditioned on the satisfaction or waiver of certain conditions, as described in the Exchange Offering Memorandum and Consent Solicitation Statement, including the valid delivery (and no revocation) by Eligible Holders (as defined below) of consents from a majority in aggregate principal amount of the Existing Eldorado Notes outstanding prior to the expiration time under the Consent Solicitation, although the Issuer, in its sole discretion, may waive such condition at any time.
Holders who validly tender (and do not validly withdraw) their Existing Eldorado Notes at or prior to 5:00 p.m., New York City time, on April 24, 2026, unless extended (the “Early Tender Date”), will be eligible to receive the Total Exchange Consideration as set forth in the table above, which includes the Early Exchange Premium as set forth in the table above, for all such Existing Eldorado Notes that are accepted for exchange on the Early Settlement Date (as defined below), if the Issuer elects to have an Early Settlement Date, or otherwise on the Final Settlement Date (as defined below). Holders who validly tender their Existing Eldorado Notes after the Early Tender Date but prior to 5:00 p.m., New York City time, on May 11, 2026, unless extended (the “Expiration Date”), will not be eligible to receive the Early Exchange Premium as set forth in the table above and, accordingly, will only be eligible to receive the Exchange Consideration as set forth in the table above on the Final Settlement Date (as defined below). The early settlement date, to the extent the Issuer elects to have an Early Settlement Date (as defined below) is expected to be within four business days after the Early Tender Date or as promptly as practicable thereafter (the “Early Settlement Date”). The final settlement date is expected to be within one business day after the Expiration Date or as promptly as practicable thereafter (the “Final Settlement Date”).
Existing Eldorado Notes tendered in the Exchange Offer and related consents delivered in the Consent Solicitation may be validly withdrawn and revoked, respectively, at any time prior to 5:00 p.m., New York City time, on April 24, 2026, unless extended with respect to the Exchange Offer, but may not thereafter be validly withdrawn or revoked, except in certain limited circumstances where additional withdrawal rights are required by law. Holders may not deliver consents without tendering their Existing Eldorado Notes, and any tender of Existing Eldorado Notes will constitute the delivery of the related consent with respect to such tendered Existing Eldorado Notes.
Documents relating to the Exchange Offer and the Consent Solicitation will only be distributed to eligible holders of Existing Eldorado Notes who complete and return an eligibility form confirming that they are either (a) a “Qualified Institutional Buyer,” as that term is defined in Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), or (b) a person that is outside the “United States” and is (i) not a “U.S. person,” as those terms are defined in Rule 902 under the Securities Act and (ii) a “non-U.S. qualified offeree” (as defined in the Exchange Offering Memorandum and Consent Solicitation Statement) (such persons, “Eligible Holders”). The complete terms and conditions of the Exchange Offer and the Consent Solicitation are described in the Exchange Offering Memorandum and Consent Solicitation Statement, copies of which may be obtained by contacting D.F. King & Co., Inc., the exchange agent and the information agent in connection with the Exchange Offer and the Consent Solicitation (the “Exchange Agent”), at (800) 864-1460 (toll free), (646) 759-4552 (collect) or jandf@dfking.com. The eligibility form is available electronically at www.dfking.com/jf.
The dealer managers and solicitation agents (the “Dealer Managers”) for the Exchange Offer and the Consent Solicitation are:
| Banco Bradesco BBI S.A. Av Presidente Juscelino Kubitschek, n.º 1309, 10th floor São Paulo, SP, 04543-011 Brazil Attn: International Fixed Income Department Collect: +1 (646) 432-6642 | Banco BTG Pactual S.A. – Cayman Branch 601 Lexington Avenue, 57th Floor New York, New York 10022 United States of America Attn: Debt Capital Markets Collect: +1 (212) 293-4600 E-Mail: ol-dcm@btgpactual.com | Citigroup Global Markets Inc. 388 Greenwich Street, 4th Floor Trading New York, New York 10013 Attention: Liability Management Group Collect: (212) 723-6106 Toll Free: (800) 558-3745 Email: ny.liabilitymanagement@citi.com |
Questions regarding the Exchange Offer may be directed to the Dealer Managers at their above contacts.
The New J&F Notes will be offered only to “Qualified Institutional Buyers” under Rule 144A of the Securities Act or, outside of the United States, to persons other than “U.S. persons” in compliance with Regulation S.
This press release does not constitute an offer to sell or purchase, or a solicitation of an offer to sell or purchase, or the solicitation of tenders or consents with respect to, any security. No offer, solicitation, purchase or sale will be made in any jurisdiction in which such an offer, solicitation, purchase or sale would be unlawful. The Exchange Offer and the Consent Solicitation, on the one hand, and the New Notes Offering, on the one hand, are being made solely pursuant to Exchange Offering Memorandum and Consent Solicitation Statement and the New Notes Offering Memorandum, respectively, and only to such persons and in such jurisdictions as is permitted under applicable law.
The Existing Eldorado Notes, the Exchange Notes, the New J&F Notes and the respective guarantees have not been and will not be registered under the Securities Act or any state or foreign securities laws and may not be offered or sold in the United States or to, or for the account or benefit of, any U.S. persons (as defined in Regulation S of the Securities Act) 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.
None of the Issuer, the Guarantors, any of their respective directors or officers, the Exchange Agent, or the Dealer Managers, or in each case, any of their respective affiliates, makes any recommendation as to whether Eligible Holders should tender or refrain from tendering all or any portion of the Existing Eldorado Notes in response to the Exchange Offer, or deliver consents in response to the Consent Solicitation. Eligible Holders will need to make their own decision as to whether to tender Existing Eldorado Notes in the Exchange Offer and participate in the Solicitation and, if so, the principal amount of Existing Eldorado Notes to tender.
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 the Company 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 the Company undertakes no obligation to update forward-looking statements to reflect events or circumstances after the date they were made.
About J&F S.A.
J&F S.A. is a privately held company that identifies, acquires and develops businesses with significant value-creation potential. Over several decades, J&F S.A. has built the one of the largest family-owned industrial conglomerates in Brazil, with operations in more than 25 countries and an aggregate workforce of approximately 300,000 employees. The J&F Group controls a diversified portfolio of businesses operating across a range of industries, including power, food (through JBS N.V. and its subsidiaries), pulp (through Eldorado), iron ore (through LHG Mining), and hygiene and beauty (through Flora).
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