material fact presentation - cargill usa pork business acquisition

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  • 1Acquisition of Cargill Pork BusinessJuly 2, 2015

    A Global Food Company

  • 2This release contains forward-looking statements relating to the prospects of the business, estimates foroperating and financial results, and those related to growth prospects of JBS. These are merely projections and,as such, are based exclusively on the expectations of JBS management concerning the future of the businessand its continued access to capital to fund the Companys business plan. Such forward-looking statementsdepend, substantially, on changes in market conditions, government regulations, competitive pressures, theperformance of the Brazilian economy and the industry, among other factors and risks disclosed in JBS fileddisclosure documents and are, therefore, subject to change without prior notice.

    Disclaimer

  • 3Agenda

    Industry Fundamentals

    Acquired Business (Cargill USA Pork Business)

    JBS USA Pork

    Combined Business Post Acquisition

    Transaction Rationale

    Estimated Synergies

    Transaction Structure

    Transaction Multiple and Leverage

  • 490

    126

    90

    125

    2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015E 2016E 2017E 2018E 2019E 2020E 2021E

    Pork Production Pork Consumption

    Source: USDA

    Strong Demand Growth

    Global Outlook for Pork Meat Consumption and Production (million metric tons)

    +40%

  • 5*Hog Prices can fluctuate depending on the variation of the input costs for hog productionSource: Companys research

    USA is the Most Competitive Pork Producer

    Live Hog Prices Comparison by Country (USA = 100)*

    100.0108.6

    122.4 125.9131.0

    144.8155.2

    162.1 162.1

    206.9217.2

    0

    50

    100

    150

    200

    250

    USA Mexico Chile Brazil E.U. Vietnam Russia Korea China Australia Japan

    Hog Price (100 basis) Hog Price in the USA (USA = 100)

    100.0

  • 6Source: USDA Red Meat and Poultry Forecasts

    Strong Growth in USA Pork Exports

    Pork Exports from the USA

    1,500

    3,000

    4,500

    6,000

    '90 '91 '92 '93 '94 '95 '96 '97 '98 '99 '00 '01 '02 '03 '04 '05 '06 '07 '08 '09 '10 '11 '12 '13 '14 '15E

    ~32% Market Share in Global Pork Exports

    ~0%

    Million Pounds

  • 7USA32%

    E.U.32%

    Canada18%

    Brazil8%

    Others11%

    The US is a Leading Pork Exporter

    Source: USDA Red Meat and Poultry Forecasts

  • 8Acquired Business Overview

    Company Highlights

    2 well-invested Pork Processing Facilities.

    Slaughter capacity of 38.2 thousand hogs/day.

    Bacon production of 2 million pounds/week.

    Annual Net Revenue of US$2.56 billion.

    Dalhart, TX ~ 22,000 acres, 68,000 Sows and advanced live hog production through Group Housing and antibiotic free (ABF) systems.

    5 Feed Mills.

    1.1 million metric tons of annual feed capacity annually.

    81% Net Revenue in the US and 19% in Exports.

    Estimated EBITDA of US$212 million based on JBS USA Pork 5-year average EBTIDA Margin of 8.3%.

    4 Genetic Units, ~160 thousand Sows that supply 33% of the total hogs processed by the business.

    Pork Processing Facilities

    Genetic Units Feed Mills

  • 9Acquired Business Footprint and Production Capacity

    Production

    Ottumwa, IA

    Beardstown, IL

    London, AR

    Hedrick, IA

    Centralia, MO

    18,500/ hogs/day

    19,700 hogs/day

    150K metric tons/year

    350K metric tons/year

    225K metric tons/year

    Pork Processing Facilities

    Smithton, MO

    Dalhart, TX

    Morrilton, AR

    130K metric tons/year

    250K metric tons/year

    4,000 gilts annually

    Umpire, AR 300 boars annually

    Feed Mills

    Cameron, OK 350 boars annually

    Dalhart, TX

    68,600 sows annually

    15,000 weaned pigs weekly

    Genetic Units

    1

    1

    1

    2

    1

    12

    1

    1

    IA

    IL

    MO

    AROK

    TX

    Genetic Units

    Processing Facilities

    Feed Mills

  • 10

    ~ 51,300 hogs per day

    100% in the US

    JBS USA Pork (Pre-Acquisition)Pork production in the United States

    United States

    IA

    KYCA2

    03 case ready facilities

    Main BrandsSwift Premium

    Dry Rubbed Ribs

    Swift PremiumRubbed Loin Filet

    Products

    Swift PremiumBoneless Backrib

    Swift PremiumBoneless Pork Chops

    Operational Platform

    EBITDA LTM Q1/15US$415.9 million11.3% margin

    # Team Members +6,000Net Revenue LTM to 1Q15 US$3.7 billion

    Convenience products

    NC1

    MN

    03 hogs processing facilities

    03 case ready facilities

    1

    1

    1

  • 11

    2,957

    3,473 3,501 3,5193,827 3,693

    2010 2011 2012 2013 2014 LTMQ1/2015

    JBS USA Pork Today Performance Highlights

    Net Revenue (US$ million) EBITDA and EBITDA Margin (US$ million and %)

    Operational Margin (US$ million and %) SG&A (US$ million and %)

    277338

    188228

    406 416

    9.4% 9.7%

    5.4% 6.5%

    10.6% 11.3%

    2010 2011 2012 2013 2014 LTMQ1/2015

    EBITDA EBITDA Margin (%)

    29 31 30 34 37 40

    0.98% 0.88% 0.87% 0.97% 0.97% 1.08%

    2010 2011 2012 2013 2014 LTMQ1/2015

    SG&A % of Net Revenue

    248

    307

    154192

    369 381

    8.4% 8.9% 4.4% 5.5% 9.6% 10.3%

    2010 2011 2012 2013 2014 LTMQ1/2015

    EBIT EBIT Margin (%)

    Source: JBS

    EBTIDA

    Margin average last 5 years: 8.3%

  • 12

    Combined Business Post Acquisition

    Source: JBS

    Pro Forma Net Revenue US$6.3 billion.

    Pro Forma EBITDA US$565 million(Pre-Synergies).

    Note 1: Consider Business to be acquired estimated EBITDA based on the JBS US Pork 5-year EBTIDA Margin average of 8.3%

    Production Capacity:

    Pork Processing 89,300 head per day

    Prepared Products 5 million pounds per week

    Bacon Production 2 million pounds per week

  • 13

    Combined Business Footprint Post Acquisition

    Main Brands

    IA

    KYCA

    NC

    MN

    MO

    AR

    TX

    OK

    IL

    JBS USA Pork

    03 hog processing facilities

    03 consumer ready facilities

    Acquired Business

    02 hog processing facilities

    05 feed mills

    04 genetic units

  • 14

    Transaction Rationale

    Full alignment with JBS strategy.

    Further improvement in balance and diversification of JBS product portfolio.

    Well located and invested assets.

    Expansion of Premium Pork product mix (Group Housing, ABF, Bacon).

  • 15

    Transaction Rationale

    USA is the lowest cost producer and export leader.

    Diversified hog procurement, with no geographic overlap.

    Relevant synergies of +US$75 million.

    Leverage best-in-class operation.

  • 16

    Estimated Synergies

    Synergies of +US$75 million:

    Synergies in the purchase of non-core materials.

    Optimization of administrative structure.

    Best practices in operations.

    Logistics optimization.

    Prepared / Value-added products portfolio expansion.

    Maximize JBS export knowledge and capabilities.

  • 17

    Transaction Structure

    Transaction Value of US$1,450 million, on a debt-free, cash-free basis to be paid in cashat closing, adjusted by Working Capital variation.

    Asset Purchase Deal Assets of Cargill Pork business plus its respective WorkingCapital of US$225 million.

    Assets purchased by JBS USA LLC.

    Tax benefit estimated NPV in US$250 million.

  • 18

    Transaction Multiple and leverage

    Tax benefit NPV estimated in US$250 Million

    Synergies estimated in US$75 million

    Based on LTM 1Q15 Net Debt to EBITDA and including the Moy Parkacquisition, JBS leverage will increase ~0.2x due to this transaction, and wouldbe on a proforma basis at the end of 1Q15 around 2.74x.

    Without Synergies and Tax

    Benefict

    With Synergies and Tax

    Benefict

    11.30% 5.01 3.29 JBS USA Pork LTM EBITDA

    8.50% 6.66 4.10 JBS USA Pork last 2 year average EBITDA

    8.30% 6.82 4.17 JBS USA Pork last 5 year average EBITDA

    Annual Net Revenue of

    Acquired Company

    (US$ MM)

    EBITDA Margin

    Multiple of the Transaction (x)

    Assumption

    2,560

  • 19

    Mission

    To be the best in all that we do, completely focused

    on our business, ensuring the best products and

    services to our customers, a relationship of trust with

    our suppliers, profitability for our shareholders and the

    opportunity of a better future for all of our team

    members.