SÃO PAULO, BRAZIL, May 11, 2026 (GLOBE NEWSWIRE) -- J&F S.A. (the "Company") today announced the expiration and final results of its previously announced offer by its subsidiary J&F Luxembourg Finance S.à r.l. (the "Issuer") 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 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"), and (2) cash, and related consent solicitation (the "Consent Solicitation") to adopt certain proposed amendments to the indenture governing the Existing Eldorado Notes (the "Proposed Amendments"). The Exchange Offer and Consent Solicitation expired at 5:00 p.m. New York City time, on May 11, 2026 (the "Expiration Date").

As previously announced, as of 5:00 p.m. New York City time, on April 24, 2026 (the "Early Tender Date"), the Company received tenders from Eligible Holders (as defined below) with respect to Existing Eldorado Notes in the aggregate principal amount of US$464,722,000, or 92.94% of then-outstanding Existing Eldorado Notes, which constituted the requisite consents to adopt the Proposed Amendments with respect to the Existing Eldorado Notes. A supplemental indenture with respect to the Existing Eldorado Notes giving effect to the Proposed Amendments has been executed, and the Proposed Amendments became operative with respect to the Existing Eldorado Notes upon payment of the Total Exchange Consideration (as defined below), which occurred on April 30, 2026 (the "Early Settlement Date"). Eligible Holders who validly tendered (and did not validly withdraw) their Existing Eldorado Notes at or prior to the Early Tender Date received U.S.$1,000 principal amount of corresponding Exchange Notes and U.S.$2.50 in cash (the "Total Exchange Consideration") for each U.S.$1,000 principal amount of the Existing Eldorado Notes accepted for exchange on the Early Settlement Date.

Following the Early Tender Date, Eligible Holders tendered an additional U.S.$20,478,000 in aggregate principal amount of Existing Eldorado Notes prior to the Expiration Date. Eligible Holders who validly tendered their Existing Eldorado Notes after the Early Tender Date but before the Expiration Date will be eligible to receive U.S.$1,000 principal amount of corresponding Exchange Notes. For the avoidance of doubt, such Eligible Holders will not be eligible to receive the cash portion of the Total Exchange Consideration.  

The Company expects it will accept for exchange all such Existing Eldorado Notes on May 12, 2026.

According to the information received from D.F. King & Co., Inc., the exchange agent and information agent for the Exchange Offer and Consent Solicitation, as of the Expiration Date, the Company received valid tenders from holders of the Existing Eldorado Notes as outlined in the table below. The table below also reflects information previously announced by the Company regarding the Existing Eldorado Notes that were validly tendered and not validly withdrawn as of the Early Tender Date and subsequently accepted for exchange and cancelled on the Early Settlement Date:

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