JAB Holdings B.V. (“JAB”) announced today the expiration and final results of the previously announced cash tender offers (the “Offers”) for any and all of its outstanding 2.200% Senior Notes due 2030 (the “2030 Notes”), 3.750% Senior Notes due 2051 (the “2051 Notes”) and 4.500% Sustainability-Linked Senior Notes due 2052 (the “2052 Notes” and, together with the 2030 Notes and 2051 Notes, the “Notes”).
The Offers were each made on the terms and subject to the conditions set forth in the Offer to Purchase, dated July 20, 2026 (the “Offer to Purchase”). The Offers expired at 5:00 p.m., New York City time, on July 27, 2026 (such time and date, the “Expiration Time”).
As of the Expiration Time, according to information provided by Kroll Issuer Services Limited, the information and tender agent for the Offers, the aggregate principal amount of each series of the Notes validly tendered and not validly withdrawn pursuant to the Offers are set forth in the table below:
|
Description of Security |
CUSIP No. |
ISIN |
Aggregate Current Principal Amount |
Principal Amount Tendered |
Total Consideration(2) |
|
2.200% Senior Notes due 2030 |
144A: 46653K AA6 Reg S: N4717K AV8 |
144A: US46653KAA60 Reg S: USN4717KAV81 |
U.S.$300,000,000 |
U.S.$205,174,000 |
U.S.$901.35 |
|
3.750% Senior Notes due 2051 |
144A: 46653K AB4 Reg S: N4717K BE5 |
144A: US46653KAB44 Reg S: USN4717KBE57 |
U.S.$500,000,000 |
U.S.$206,281,000 |
U.S.$702.73 |
|
4.500% Sustainability-Linked Senior Notes due 2052(1) |
144A: 46653KAC2 Reg S: N4717KBG0 |
144A: US46653KAC27 Reg S: USN4717KBG06 |
U.S.$500,000,000 |
U.S.$371,208,000 |
U.S.$804.05 |
| ________________________________________ | ||
|
(1) |
Under the indenture governing the 2052 Notes (the “2052 Notes Indenture”), the interest rate on the 2052 Notes is subject to adjustment from and including October 8, 2031 depending upon various factors that shall be assessed in the future. Based on factors that were due to be assessed prior to the date of the Offer to Purchase, on October 8, 2031, the interest rate on the 2052 Notes will be increased to 4.600% pursuant to the 2052 Notes Indenture. For the purposes of calculating the Total Consideration (as defined below) in respect of the 2052 Notes, the interest rate on the 2052 Notes used for such calculation will be 4.500% up to (but excluding) October 8, 2031 and will be increased to 4.600% from and including October 8, 2031 until the maturity date of the 2052 Notes. No other adjustments shall be assumed for the purposes of the Total Consideration. |
|
|
(2) |
The total consideration for each series of Notes (such consideration, the “Total Consideration”) payable per each US$1,000 principal amount of such series of Notes validly tendered for purchase was determined in the manner described in the Offer to Purchase. The Total Consideration does not include the applicable accrued and unpaid interest from the last interest payment date for each series of Notes to, but not including, the applicable Settlement Date (as defined below), which will be payable in cash in addition to the applicable Total Consideration. |
|
Subject to the satisfaction or waiver, at the Company’s sole discretion, of certain conditions set forth in the Offer to Purchase, the Company expects to accept for payment and settlement all of the Notes that were tendered. Payment for tendered Notes is expected to be made on July 29, 2026, by the Company in its sole discretion (the “Settlement Date”).
JAB has engaged BofA Securities Europe SA, Citigroup Global Markets Europe AG, MUFG Securities (Europe) N.V., Rabo Securities USA, Inc., RBC Capital Markets, LLC and SMBC Bank EU AG as the Dealer Managers for the Offers. Persons with questions regarding the Offers should contact BofA Securities Europe SA at +33 1 877 01057 (Europe), +1 (980) 387-3907 (U.S. collect), +1 (888) 292-0070 (U.S. toll-free), DG.LM-EMEA@bofa.com, Citigroup Global Markets Europe AG at + 44 20 7986 8969 (Europe), +1 212-723-6106 (U.S. collect), +1 800-558-3745 (U.S. toll-free), liabilitymanagement.europe@citi.com, MUFG Securities (Europe) N.V. at + 44 20 7577 1374, Hybrids.LM@int.sc.mufg.jp, Rabo Securities USA, Inc. at +1 (866) 746-3850, fm.am.liabilitymanagement@rabobank.com, RBC Capital Markets, LLC at + 44 20 7029 0386 (Europe), (212) 618-7843 (collect), (877) 381-2099 (toll-free), liability.management@rbccm.com and SMBC Bank EU AG at +49 69 2222 9 8441, gblocapitalsolutions@gb.smbcgroup.com.
The complete terms and conditions of the Offers are described in the Offer to Purchase, copies of which are available at the following web address: https://deals.is.kroll.com/jab, or may also be obtained by contacting Kroll Issuer Services Limited, the Information and Tender Agent for the Offers, at +44 20 7704 0880 or jab@is.kroll.com.
No Offer or Solicitation
This press release is for informational purposes only and does not constitute an offer to purchase the Notes or any securities and it is not soliciting an offer to sell the Notes or any securities of JAB. JAB has neither obtained any commitments to purchase, nor entered into any agreements, to sell any securities. The Offers were made solely by means of, and pursuant to the terms of, the Offer to Purchase. The Offer to Purchase has not been filed with, and has not been approved or reviewed by any federal or state securities commission or regulatory authority of any country.
No authority has passed upon the accuracy or adequacy of the Offer to Purchase or any other documents related to the Offers, and it is unlawful and may be a criminal offense to make any representation to the contrary. In those jurisdictions where the securities, blue sky or other laws require any tender offer to be made by a licensed broker or dealer, the Offers will be deemed to be made on behalf of JAB by one or more registered brokers or dealers licensed under the laws of such jurisdiction.
None of JAB, the Dealer Managers, the Information and Tender Agent or the Trustee for the Notes, or any of their respective affiliates, makes any recommendation in connection with the Offers. Holders must make their own decisions as to whether to tender their Notes, and, if so, the principal amount of Notes to tender. None of JAB, the Dealer Managers, the Information and Tender Agent or the Trustee for the Notes, or any of their respective affiliates, has authorized any person to give any information or to make any representation in connection with the Tender Offers other than the information and representations contained in the Offer to Purchase.
Please refer to the Offer to Purchase for a description of offer terms, conditions, disclaimers and other information applicable to the Offers.
Cautionary Statement Regarding Forward-Looking Statements
Certain statements in this release constitute forward-looking statements under the Private Securities Litigation Reform Act of 1995. These statements include, but are not limited to: statements regarding the Settlement Date; the timing and payment of the Total Consideration; and any assumptions underlying any of the foregoing. Words such as “believe,” “could,” “driving,” “estimate,” “expect,” “goal,” “intend,” “may,” “plan,” “project,” “seek,” “should,” “will,” “would,” and similar expressions are intended to help identify forward-looking statements. Forward-looking statements reflect management’s current expectations, are based on judgments, are inherently uncertain and are subject to risks, uncertainties and other factors, which could cause our actual results, performance or achievements to differ materially from the future results, performance or achievements expressed or implied in those forward-looking statements. Undue reliance should not be placed on the forward-looking statements in this release, which are based on information available to us on the date hereof. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
About JAB Group
JAB Holding Company s.à r.l. (the “JAB Group”) is a partner-led investment firm with more than two centuries of heritage. It invests patient capital to grow durable, resilient businesses, bringing an ownership mindset and a performance-driven culture to steward their enduring success. With more than $70 billion in assets under management, JAB Group focuses on long-term value creation across its portfolio of consumer and life insurance businesses.
JAB Group is the controlling shareholder of Coty Inc., a global leader in beauty. It is the anchor shareholder of Krispy Kreme, Inc., a global leader in freshly delivered doughnuts. Together with JAB Consumer Partners, JAB Group is the controlling shareholder of National Veterinary Associates, one of the world’s largest animal care services platforms; Doubtless, a global pet insurance and solutions organization; Panera Brands Inc., one of the largest fast casual restaurant companies in the United States, which includes Panera Bread, Caribou Coffee and Einstein Bros. Bagels; Pret A Manger, a global leader in the ready-to-eat fresh food market; and Espresso House, the largest branded coffee shop chain in Scandinavia. JAB Group’s life insurance businesses include Prosperity Life Group and Family Life, with Columbian Mutual Life Insurance Company and Utmost Life and Pensions soon to be acquired.
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