SecProbe.io

CORRESP
1
filename1.htm

CORRESP

 November 26, 2024

 BY
EDGAR

 U.S. Securities and Exchange Commission

 Division of
Corporation Finance

 Office of Manufacturing

 100 F Street,
N.E.

 Washington, D.C. 20549

Attn:
   Beverly Singleton

 
   Claire Erlanger

 
   Jennifer Angelini

 
   Geoffrey Kruczek

Re:
   Comment Letter dated July 24, 2024

 
   JBS B.V.

 
   Amendment No. 3 to Registration Statement on Form
F-4

 
   Filed June 24, 2024

 
   File No. 333-273211

Ladies and Gentlemen:

 JBS B.V. (the
“Company”) is submitting this letter in response to the comment letter dated July 24, 2024 (the “Comment Letter”) issued by the staff of the Division of Corporation Finance (the “Staff”) of the
U.S. Securities and Exchange Commission (the “Commission”) with respect to Amendment No. 3 to the Registration Statement on Form F-4, filed with the Commission on June 24, 2024 (as
may be further amended, the “Registration Statement”).

 Concurrently with the submission of this response letter, the
Company is publicly filing, through the Commission’s Electronic Data Gathering, Analysis and Retrieval system (“EDGAR”), Amendment No. 4 to the Registration Statement (“Amendment
No. 4”). Amendment No. 4 includes revised disclosure in response to the Staff’s comments, as noted herein, and other changes to reflect Company updates and developments. In addition, Amendment No. 4
includes JBS S.A.’s unaudited consolidated financial information as of September 30, 2024 and for the three- and nine-month periods ended September 30, 2024 and 2023, and the related notes thereto.

To facilitate the Staff’s review, the text set forth below in bold-faced type, immediately following each paragraph number, is a
reproduction of the comments included in the Comment Letter. Except as otherwise indicated, all references to page numbers and captions (other than those in the Staff’s comments) correspond to the page numbers and captions in Amendment
No. 4. Capitalized terms used and not otherwise defined herein shall have the meanings set forth in Amendment No. 4.

 Amendment to Form F-4 filed June 24, 2024

Cover Page

1.
 We note your response to our prior comment 26 and reissue it in part. Please revise disclosure on the
prospectus cover regarding the risks related to the controlling stake and management roles of Joesley and Wesley Batista to specifically address their record of illicit conduct, ongoing criminal investigations and/or proceedings, and potential for
future illicit conduct, together with the material related risks to the company and shareholders. Include conforming changes to the disclosure appearing on page xxxiii.

The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on the prospectus cover page and on
pages xxxiv-xxxv of Amendment No. 4 in response.

 Summary, page 1

2.
 Please revise your summary to provide a more balanced discussion of your company. Balance the discussion of
your strengths with an equally prominent discussion of your weaknesses, such as your significant levels of indebtedness and potential costs associated with legal proceedings and government investigations. Balance the graphics highlighting net
revenue growth and adjusted EBITDA growth with equally prominent disclosure of year-over-year financial measures, such as operating income and net income, which would show a different trend over that same period.

The Company respectfully acknowledges the Staff’s comment and has revised the sections entitled “Summary—JBS
S.A.—Overview” on page 5 of Amendment No. 4 and “Summary—JBS S.A.—Other Considerations” on pages 8-9 of Amendment No. 4 in response.

Risk Factors, page 24

3.
 We note disclosure on page 46 that indicates the contract terms governing your existing debt permit you to
incur significant additional indebtedness in the future, but also that your debt agreements contain covenants that restrict your ability to incur additional indebtedness. Please revise to reconcile or otherwise to clarify whether and to what extent
your ability to incur additional indebtedness is constrained. Additionally revise your disclosure to more fully describe the covenants and limitations to which you are subject (or cross-reference to existing disclosure), disclose whether you are in
compliance with such covenants as of the date of your prospectus, and discuss the risks to the company if you fail to comply therewith.

The Company respectfully acknowledges the Staff’s comment and has revised the risk factor entitled “We are not prohibited from
incurring significantly more debt” on pages 48-49 of Amendment No. 4 and the section entitled “Description of Material Indebtedness” on pages 206-212 of Amendment No. 4 in response.

Failure by us to achieve our sustainability performance targets...., page 46

4.
 We note your disclosure that “the mere setting of these [climate reduction] goals may subject JBS S.A.
and its affiliates and, in some instances already [has] subjected JBS USA, to criticism, investigations, regulatory enforcement, litigation, or other risk.” To the extent these identified risks have been realized, please expand your disclosure
to identify and describe them, including cross-references as appropriate to more detailed disclosure elsewhere. Without limitation, explain what such investigations, regulatory enforcement, litigation, etc., is based upon and identify the related
claims.

 The Company respectfully acknowledges the Staff’s comment and has revised the risk factor entitled
“Failure by us to achieve our sustainability performance targets may result in increased interest payments under future financings and harm to our reputation” on page 50 of Amendment No. 4 in response.

 2

 Unfavorable decisions in . . . proceedings and government investigations may adversely affect us, page
48

5.
 Please revise to quantify the lawsuits, or portion thereof, for which provisions have not been made and to
identify the specific related risks, including potential liquidity impacts. In this regard, we note disclosure on page 142 regarding $3.1 billion of civil, tax, and labor proceedings with possible loss potential for which you have not
recognized provisions.

 The Company respectfully acknowledges the Staff’s comment and has revised the risk
factor entitled “Unfavorable decisions in legal, administrative, antitrust or arbitration proceedings and government investigations may adversely affect us” on page 52 of Amendment No. 4 in response.

Media campaigns related to food production; regulatory and customer focus...., page 55

6.
 Your revisions in response to our prior comment 8 indicate that you “have not experienced any material
boycotts to date.” Please clarify what you mean by the limiting language of “material” boycotts. In addition, please revise your disclosure to discuss how regulation and consumer concerns relating to animal welfare affects your
business, financial condition, and results of operation, including material related risks. Revise your regulatory section as appropriate to disclose the animal welfare regulation to which you are subject.

The Company respectfully acknowledges the Staff’s comment and has revised the risk factors entitled “Media campaigns related to
food production; regulatory and customer focus on environmental, social and governance responsibility; and increased focus and attention by the U.S. government and other stakeholders on the meat processing industry and
ESG-related issues could expose us to additional costs or risks” on pages 59-60 of Amendment No. 4 and “Our businesses are subject to government policies and extensive regulations
affecting the beef, pork and poultry industries” on pages 63 of Amendment No. 4 and the added a section entitled “Animal Welfare Regulations” on pages 137-138 of Amendment No. 4 in response.

The Proposed Transaction

 Class A
Conversion Period, page 82

7.
 We note your response to prior comment 14 refers only to one example of what you consider “proof
satisfactory.” Revise to include a complete list of what will constitute proof satisfactory, so that investors are fully aware of each option available to them. Include any applicable timing limitations as to furnishing such proof.

 The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on pages 87-88 and 243
of Amendment No. 4 in response.

 Principal Shareholders, page 206

8.
 Please revise the footnotes to the tables on pages 208-13 to more
fully describe the ownership of LuxCo, including by identifying the individuals who exercise voting and dispositive rights and are the beneficial owners of the shares held by LuxCo. Quantify the respective ownership percentages of your ultimate
controlling shareholders and/or describe any shared voting and other arrangements, both with respect to LuxCo and with respect to J&F in the table on page 206.

The Company respectfully acknowledges the Staff’s comment and has revised the section entitled “Principal Shareholders”
beginning on page 221 of Amendment No. 4 in response.

 3

9.
 Please revise the tables of beneficial ownership on pages 210-13 to
complete the blanks, particularly those for Wesley and Joesley Batista.

 The Company respectfully acknowledges the
Staff’s comment and has revised the section entitled “Principal Shareholders—JBS N.V.—Interests of Certain Persons in the Proposed Transaction” beginning on page 225 of Amendment No. 4 in response.

 December 31, 2023 Audited Financial Statements

Statements of Income, page F-63

10.
 We note that the other income and other expense line items on the audited statement of income are material
to your net loss for the year ended December 31, 2023. Please revise the notes to your financial statements to include disclosure of any significant amounts included in these line items. See guidance in paragraph 97 and 98 of IAS 1.
Additionally, please revise your Results of Operations section in MD&A to discuss the changes in these line items between periods presented.

The Company respectfully acknowledges the Staff’s comment and has added Note 26.1 to JBS S.A.’s audited financial statements
beginning on page F-157 of Amendment No. 4 and revised the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Summary of
Results” on pages 176, 183 and 191 of Amendment No. 4 in response. In addition, the Company has included the applicable disclosures in Note 24.1 to JBS S.A.’s unaudited interim financial statements beginning on page F-44 of Amendment No. 4.

 Note 19. Provisions for legal proceedings, page
F-128

11.
 We have reviewed your response to prior comment 22 and note you have proposed revisions beginning with the
financial statements as of and for the year ended December 31, 2024. We further note that these revisions include additional detail related to your provision categories by jurisdiction, as well as a new structure for the narrative disclosure.
However, we believe an investor’s understanding of your legal proceedings as proposed in your supplemental response should be included in your current audited financial statements. In this regard, your current disclosure does not correlate the
disclosed proceedings with the class of provision and related amounts recognized, as required by paragraph 85 of IAS 37, or include the additional disclosures required by paragraphs 85-86 of IAS 37. These
disclosure should include any uncertainties relating to amount or timing of outflow, which could be in addition to provision recognized, and estimates of financial effect of any contingent liabilities related to any disclosed proceedings. Please
revise your current disclosure accordingly.

 The Company respectfully acknowledges the Staff’s comment and has
revised Note 19 to JBS S.A.’s audited financial statements beginning on page F-131 of Amendment No. 4 in response. In addition, the Company has included the applicable disclosures in Note 18 to JBS
S.A.’s unaudited interim financial statements beginning on page F-35 of Amendment No. 4.

12.
 We have reviewed your response to prior comment 23. We believe this disclosure should be included in the
audited financial statements for the year ended December 31, 2023. In this regard, please revise your disclosure to indicate that the aggregate sum of US$3.14 billion corresponds to nearly 15,000 separate legal proceeding, encompassing
labor, civil, and tax claims, all of which are unrelated to any of the legal proceedings already described. Additionally, please revise to address the disclosure requirements in paragraph 86 of IAS 37 as they relates to these claims with possible
loss potential.

 The Company respectfully acknowledges the Staff’s comment and has revised Note 19 to JBS
S.A.’s audited financial statements beginning on page F-131 of Amendment No. 4 in response. In addition, the Company has included the applicable disclosures in Note 18 to JBS S.A.’s unaudited
interim financial statements beginning on page F-35 of Amendment No. 4.

 4

13.
 We have reviewed your response to prior comment 24 and note that the restructuring charges do not pertain to
a provision, as the expenses were incurred and settled during 2023. Given the significance of the restructuring charges in relation to your net loss for the year ended December 31, 2023, please consider disclosing the nature of these charges
within your MD&A - Results of Operations discussion. Also, please revise the notes to the financial statements to discuss the terms of the restructuring initiatives and expenses recognized, including a tabular presentation of the changes in the
restructuring provision and remaining obligations, if any, as of the end of each reporting period. Refer to IAS 37, paragraph 84 and paragraph 98 of IAS 1.

The Company respectfully acknowledges the Staff’s comment and has revised Note 26.1 to JBS S.A.’s audited financial statements
beginning on page F-157 of Amendment No. 4 in response. In addition, the Company has included the applicable disclosures in Note 24.1 to JBS S.A.’s unaudited interim financial statements beginning on
page F-44 of Amendment No. 4.

 Note 25. Operating Segments, page
F-142

14.
 We have reviewed your response to prior comment 25 and note you proposal to revise your disclosure beginning
with the financial statements as of and for the year ended December 31, 2024. We believe your presentation should instead be revised in the financial statements currently provided in the filing for all periods presented. Please revise
accordingly.

 The Company respectfully acknowledges the Staff’s comment and has revised Note 25 to JBS
S.A.’s audited financial statements on page F-151 of Amendment No. 4 in response. In addition, the Company has included the applicable disclosures in Note 23 to JBS S.A.’s unaudited interim
financial statements beginning on page F-39 of Amendment No. 4.

 General

15.
 We note your response to our prior comments 15 and 18. Please add risk factor disclosure discussing the
potential material risks related to your grain supply chain, analogous to the risk factor discussing your cattle supply chain on page 49. Without limitation, specifically discuss risks associated with the differing levels of monitoring and
protection regarding direct and indirect suppliers, the Amazon and other biomes, and Brazilian and non-Brazilian sources of supply discussed on page 136.

The Company respectfully acknowledges the Staff’s comment and has revised the risk factor entitled “Failure by us to meet the
commitments we have made regarding our cattle and grain supply chains in Brazil may have a material adverse effect on our business and reputation” on pages 50-51 of Amendment No. 4 in response.

16.
 We note your revisions and response to our prior comment 19 that opinion references have been deleted, and
you do not intend to file the consent or opinion of legal advisors in this regard. However, such references continue to appear within the notes