EFTA Document EFTA01423903

Subject: RE: Tender Offer - JBS INVTS GMBH SR NT [C] From: Liam Osullivan Date: Tue, 30 Oct 2018 10:32:38 -0400 To: Paul Barrett Cc: Martin Zeman , Davide-A Sferrazza , Alan Brody Stewart Oldfield Classification: Confidential Paul, The 2mm bonds in the Haze Trust were called yesterday at 101.938. Thank you, Liam From: Liam Osullivan Sent: Tuesday, October 16, 2018 1:43 PM To: 'Paul Barrett' < Cc: Martin Zeman ; Davide-A Sferrazza < ; Alan Brody < Subject: Tender Offer - JBS INVTS GMBH SR NT [C] Classification: Confidential Paul, Please see the details below of the tender offer. EFTA01423903 The Haze Trust account holds 2mm. The indicative market on the bonds is 101.70 / 102.30. Thank you, Liam Description 36S INVTS GMBH SR NT Symbol 3BSAY4063436 CUSIP Offer TENDER EFTA01423904 Offer Description OFFER BY 36S INVESTMENTS GMBH Subject To IRC 302 Withholding NO Other Offers Available Offer Dates Cut-Off Date 10/23/2018 Cut-Off Time 19.00.00 Withdrawal Date 10/23/2018 EFTA01423905 Withdrawal Time 12.00.00 Expiration Date 10/25/2018 Expiration Time 17.00.00 Protected Date Payment Terms Pay Date Accrued Div/Int Proration Rate Proration Round/Int Converted Rate Converted To CASH Rounding Factor EFTA01423906 Cash in Lieu Rate $1.02313 + NOTES MAY BE TENDERED IN PRINCIPAL AMOUNTS EQUAL TO MINIMUM DENOMINATIONS OF USD 200,000 AND INTEGRAL MULTIPLES OF USD 1,000 IN EXCESS THEREOF. + PLEASE NOTE THIS OFFER HAS AN EARLY DEADLINE OF 10/25/18 AND A LATE EXPIRATION OF 11/08/18. + THE COMPANY IS NOT PROVIDING ANY PHYSICAL MATERIAL FOR MAILING. THUS, NO MAILING WILL BE MADE TO HOLDERS. + GENERAL OFFER TERMS: JBS INVESTMENTS GMBH HEREBY OFFERS TO PURCHASE ANY ANDALL OF THE OUTSTANDING 7.750 PERCENT SENIOR NOTES DUE 2020 AT A PURCHASE PRICE OF USD 993.13 PER USD 1,000 PRINCIPAL AMOUNT OF NOTES, PLUS ACCRUED AND UNPAID INTEREST FROM THE MOST RECENT INTEREST PAYMENT DATE TO, BUT NOT INCLUDING, THE APPLICABLE SETTLEMENT DATE. + TENDER CONSIDERATION: HOLDERS WHO TENDER ON OR BEFORE THE 'EARLY TENDER DATE' OF 17:00 NYC TIME 10/25/18 ARE ELIGIBLE TO RECEIVE THE 'TOTAL CONSIDERATION' OF USD 1,023.13 PER USD 1,000 PRINCIPAL AMOUNT TENDERED, WHICH IS THE TENDER OFFER CONSIDERATION OF USD 993.13 PER USD 1,000 PRINCIPAL AMOUNT PLUS AN 'EARLY TENDER PAYMENT' OF USD 30 PER USD 1,000 PRINCIPAL AMOUNT. HOLDERS WHO TENDER AFTER THE EARLY TENDER DATE, BUT ON ORPRIOR TO 23:59 NYC TIME ON 11/08/18 (THE 'EXPIRATION DATE') WILL ONLY BE ELIGIBLE TO RECEIVE THE 'TENDER OFFER CONSIDERATION' OF USD 993.13 PER USD 1,000 PRINCIPAL AMOUNT. + CONSENT SOLICITATION: CONCURRENTLY WITH THE TENDER OFFER, JBS INVESTMENTS IS SOLICITING CONSENTS FROM 2020 NOTES HOLDERS TO THE PROPOSED AMENDMENTS WHICH WOULD (I) ELIMINATE SUBSTANTIALLY ALL OF THE RESTRICTIVE COVENANTS, AS WELL AS VARIOUS EVENTS OF DEFAULT AND RELATED PROVISIONS CONTAINED IN INDENTURE AND (II) REDUCE THE MINIMUM REQUIRED NOTICE PERIOD FOR THE REDEMPTION OF 2020 NOTES FROM 30 DAYS TO THREE DAYS PRIOR TO THE DATE FIXEDFIXED FOR REDEMPTION (MAINTAINING THE MAXIMUM NOTICE PERIOD OF 60 DAYS). HOLDERS MAY NOT TENDER THEIR NOTES WITHOUT ALSO PROVIDING CONSENTS, AND MAYNOT CONSENT WITHOUT TENDERING THEIR NOTES. REQUISITE CONSENT: AT LEAST A MAJORITY OF THE AGGREGATE OUTSTANDING PRINCIPAL AMOUNT OF THE 2020 NOTES. + CONDITIONS: THE OFFER IS SUBJECT TO, AMONG OTHER THINGS, THE 2020 NOTES CONSENT SOLICITATION, THE FINANCING CONDITION, AND THE GENERAL CONDITIONS. + EARLY PAYMENT DATE: EXPECTED 10/26/18. FINAL PAYMENT DATE: WITHIN 3 BUSINESS DAYS FOLLOWING THE EXPIRATION TIME. EFTA01423907 fhttps://brandportal.intranet.db.com/img/modules/logo.gifl Liam O'Sullivan AVP I Key Client Partners - US DB Securities Inc Deutsche Bank Wealth Management 345 Park Avenue, 10154-0004 New York, NY, USA Tel. Emai KCP products and services are intended and available only for persons who are sophisticated institutional investors within the meaning of the FINRA Rule 4512(C)(3), and who are capable of evaluating the strategies, characteristics and investment risks of, and exercising independent judgment in evaluating, the ideas and products discussed herein. Trades and transactions are subject to relevant internal approvals of DBSI or its affiliates prior to execution, and the execution of any transaction or idea discussed herein is conditional on your becoming a client of Deutsche Bank. Key Client Partners (KCP) products, investment ideas and solutions and related matters discussed herein are provided for discussion purposes only, and strictly on a non-advisory basis. The KCP Americas desk does not provide investment advice. The information set forth herein is confidential and personal to you and is being presented for your information and for discussion purposes only. Any reproduction and/or redistribution thereof (in whole or in part) or disclosure of its content without our written consent is strictly forbidden. This communication does not create any legally binding obligation on the part of DBSI or any of its affiliates. This communication may contain confidential and/or privileged information. If you are not the intended recipient (or have received this communication in error) please notify the sender immediately and destroy this communication. Any unauthorized copying, disclosure or distribution of the material in this communication is strictly forbidden. Please refer to https://db.com/disclosures for additional EU corporate and regulatory disclosures. EFTA01423908 Deutsche Bank does not render legal or tax advice, and the information contained in this communication should not be regarded as such. EFTA01423909