Core Viewpoint - JBS USA Food Company Holdings has initiated tender offers to purchase up to $1,000,000,000 of its 6.750% Senior Notes due 2034 and 5.950% Senior Notes due 2035 for cash [1] Group 1: Tender Offer Details - The tender offers are for a combined aggregate principal amount of up to $1,000,000,000 of the 2034 and 2035 Notes [1] - The 2034 Notes have an outstanding principal amount of $1,507,046,000, while the 2035 Notes have a maximum amount of $1,000,000,000 [2] - The tender offers will expire at 5:00 p.m. New York City time on April 27, 2026, with an early tender date of April 10, 2026 [6][11] Group 2: Payment and Consideration - The Total Consideration for each series of Notes validly tendered prior to the Early Tender Date will include an Early Tender Payment of $50 per $1,000 principal amount [4][7] - The Total Consideration will be determined by the applicable fixed spread plus the yield based on the bid-side price of the U.S. Treasury Reference Security [7] - Holders who tender after the Early Tender Date will receive the Late Tender Offer Consideration, which is the Total Consideration minus the Early Tender Payment [7] Group 3: Conditions and Management - The tender offers are subject to certain conditions, including a financing condition, and are not conditioned on a minimum principal amount being tendered [9] - JBS USA Food Company Holdings reserves the right to increase or decrease the Maximum Amount at any time without extending withdrawal rights [5][9] - The company has appointed BBVA Securities Inc., Citigroup Global Markets Inc., Mizuho Securities USA LLC, and RBC Capital Markets, LLC as dealer managers for the tender offers [12]