425: JBS Completes Corporate Restructuring and Dual Listing, Class A Shares Set for NYSE Debut

JBS S.A. and JBS N.V. announce the successful implementation of their corporate restructuring, including the merger of shares and redemption, with JBS N.V. Class A shares approved for listing on the New York Stock Exchange and BDRs to trade on B3.

Summary

• JBS S.A. and JBS N.V. have successfully implemented the Merger of Shares and the Redemption as part of their Dual Listing strategy.
• The New York Stock Exchange (NYSE) approved the listing of JBS N.V.'s Class A shares on June 5, 2025.
• JBS S.A. shares are now fully owned by JBS Participações and are no longer traded on B3.
• JBS N.V.'s Brazilian Depositary Receipts (BDRs) will begin trading on B3 on June 9, 2025, under the ticker JBSS32.
• JBS N.V.'s Class A shares are expected to begin trading on the NYSE on June 12, 2025, under the ticker JBS.
• Fractions of BDRs resulting from the Dual Listing will be grouped, sold on B3, and proceeds distributed to shareholders.
• Non-resident investors of JBS S.A. are requested to update their acquisition cost and tax residency information by June 11, 2025, for tax compliance.
• JBS N.V. will offer a 30-day subsidy period, starting June 11, 2025, during which no fees will be charged for investors requesting cancellation of BDRs to receive underlying Class A shares on their U.S. broker accounts.

Sentiment

Score: 8

Explanation: The document conveys a highly positive sentiment, announcing the successful completion of a major strategic corporate restructuring and dual listing, which is a significant milestone for the company. All key steps, including NYSE approval and trading commencement dates, are proceeding as planned.

Positives

• Successful implementation of the Merger of Shares and Redemption, completing a significant corporate restructuring.
• New York Stock Exchange (NYSE) approval for the listing of JBS N.V.'s Class A shares, enhancing global market access.
• Introduction of a 30-day subsidy period for BDR cancellation, allowing investors to convert to Class A shares without fees.
• The dual listing strategy is expected to provide greater liquidity and access to a broader investor base.

Negatives

• JBS S.A. shares are no longer traded on B3, requiring shareholders to transition to BDRs or NYSE-listed shares.
• Non-resident investors may face tax withholding obligations related to the Dual Listing, requiring them to provide updated tax information and proof of acquisition cost.

Risks

• Risks relating to the completion of the Proposed Transaction on anticipated terms and timing, including obtaining shareholder and regulatory approvals.
• Unforeseen liabilities, future capital expenditures, revenues, expenses, earnings, synergies, economic performance, indebtedness, financial condition, losses, and future prospects.
• Business disruption, operational problems, financial loss, and legal liability to third parties could materially adversely affect the JBS Group's consolidated financial condition, results of operations, or liquidity.

Future Outlook

JBS N.V. Class A shares are expected to commence trading on the NYSE on June 12, 2025, under the ticker JBS, while BDRs will begin trading on B3 on June 9, 2025, under JBSS32. A 30-day fee subsidy period for BDR cancellation will commence on June 11, 2025, facilitating the conversion to Class A shares.

Management Comments

• Guilherme Perboyre Cavalcanti, Investor Relations Officer, stated that JBS S.A. will keep its shareholders and the market informed about the Dual Listing in accordance with applicable regulations.

Industry Context

This dual listing and corporate restructuring positions JBS, a global leader in the food industry, for enhanced access to international capital markets, potentially increasing its visibility and liquidity among a broader investor base. This move aligns with a trend among large multinational corporations seeking to optimize their capital structure and market presence.

Corporate Governance

Stakeholder Impact

• Shareholders of JBS S.A. will now hold BDRs on B3 or Class A shares on NYSE, requiring a transition from their previous holdings.
• Non-resident investors are specifically impacted by tax compliance requirements related to the restructuring.
• Investors gain new trading avenues for JBS securities through the NYSE listing and BDRs on B3, potentially increasing liquidity and investment options.

Next Steps

• BDRs to start trading on B3 on June 9, 2025.
• Class A Shares to start trading on NYSE on June 12, 2025.
• Non-resident investors to update acquisition cost and tax residency information by June 11, 2025.
• Shareholders can request BDR cancellation for Class A shares, with a 30-day fee subsidy period starting June 11, 2025.
• Estimated payment of Cash Dividend on June 16, 2025.
• Fractions of Shares Auction on or after June 16, 2025.

Key Dates

Recommendation

Keywords

JBS, Dual Listing, Corporate Restructuring, NYSE, B3, SEC Filing, Merger of Shares, Redemption, Brazilian Depositary Receipts, Global Listing