JBS获印尼主权基金承诺向澳新及东南亚蛋白业务合资平台投资25亿美元

6-K
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ea0301037-6k_jbs.htm
REPORT OF FOREIGN PRIVATE ISSUER
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
6-K
Report
of Foreign Private Issuer Pursuant to Rule 13a-16 or
15d-16
of the Securities Exchange Act of 1934
For
the month of August 2026
Commission
File Number: 001-42678
JBS
N.V.
(Exact
Name as Specified in its Charter)
N/A
(Translation
of registrant’s name into English)
Stroombaan
16, 5th Floor,
1181
VX, Amstelveen, Netherlands
(Address
of principal executive offices)
(Indicate
by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.)
Form 20-F:
☒ Form 40-F: ☐
EXHIBIT
INDEX
Exhibit
Number
Description of Document
99.1
Material Fact – Indonesia Sovereign Fund Invests USD$2.5 Billion In Joint Venture With JBS
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.
Date:
August 7, 2026
JBS N.V.
By:
/s/ Guilherme Perboyre Cavalcanti
Name:
Guilherme Perboyre Cavalcanti
Title:
Chief Financial Officer
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----- EXHIBIT -----

EX-99.1
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ea030103701ex99-1.htm
MATERIAL FACT - INDONESIA SOVEREIGN FUND INVESTS USD$2.5 BILLION IN JOINT VENTURE WITH JBS
Exhibit 99.1
JBS N.V.
MATERIAL FACT
INDONESIA SOVEREIGN FUND INVESTS
USD$2.5 BILLION IN JOINT VENTURE WITH JBS
JBS N.V.
(“
JBS
”
– NYSE: JBS; B3: JBSS32) informs its shareholders and the market that its subsidiary, JBS USA Holding Lux S.à.r.l. (“
JBS
Holding
”) and PT Danantara Investment Management, the investment arm of Indonesia’s sovereign wealth fund (“
DIM
”
and, together with JBS Holding, the “
Parties
”), entered into a partnership to pursue investment opportunities in the
protein production sector in Indonesia, other South-East Asian markets, Australia and New Zealand, regions which currently account for
approximately 745 million people, or 9.2% of the global population.
The joint
venture expects to pursue investments in greenfield, brownfield and acquisitions in the protein production sector across Indonesia, other
Southeast Asian markets, Australia and New Zealand.
The agreements entered into in
connection with the partnership (the “
Transaction Documents
”) include the following key terms, subject to the satisfaction
of certain customary conditions:
(i)
JBS will contribute 100% of its equity
interest in its Australia and New Zealand businesses into a wholly-owned Dutch holding company
(the “
Joint Venture Company
”) prior to completion of the transaction (“
Completion
”);
(ii)
DIM will subscribe for 25% of the shares
in the Joint Venture Company for an aggregate investment of USD 2,500,000,000 (the “
DIM
Investment
”). The DIM Investment will consist of an initial amount of USD 800,000,000
at Completion (approximately 9.64% of the shares in the Joint Venture Company), with the
remainder invested up to three years thereafter; and
(iii)
following the full DIM Investment,
the Joint Venture Company is expected to raise up to USD 2,500,000,000 of external debt
financing, bringing the partnership’s expected aggregate capital raise up to USD 5,000,000,000.
DIM Investment –
Share Adjustment
Once DIM has concluded the entire
DIM Investment in the Joint Venture Company, if the 2026-2027 average EBITDA of the Joint Venture Company is lower than its 2025 EBITDA,
DIM shall be entitled to compensatory shares, provided that in no event DIM’s aggregate participation in the Joint Venture Company
shall exceed 30% as a result of this the share adjustment.
Governance of the Joint
Venture Company
The Joint Venture Company will
be governed by a one-tier board of up to seven directors (the “
Board
”), comprising, as from Completion, two executive
directors nominated by JBS and five non-executive directors (three nominated by JBS and two nominated by DIM).
For governance and economic interest
purposes, during the first three years following Completion, DIM will be deemed to have a 25% participation in the Joint Venture Company,
provided its actual participation is above 7.5%. After this three-year period, the Parties’ respective governance rights will be
determined by their actual respective shareholdings.
Certain material corporate decisions
of the Joint Venture Company are subject to DIM’s (or its Board representatives’) affirmative vote. These include minority
protection rights common to transactions of this nature, such as new share issuances, corporate restructurings, the incurrence of debt
above an agreed leverage ratio, the disposal of material assets and liquidation and dissolution.
Acquisitions in the Protein
Sector
The proceeds from the DIM Investment
will be used in accordance with an acquisition plan to be prepared by the Board (the “
Acquisition Plan
”). For the
three years following Completion, DIM may be called upon to fund investment opportunities identified under the Acquisition Plan out of
its remaining USD 1,700,000,000 commitment.
The Acquisition Plan will set
out the criteria, timeline and phasing for deployment of the DIM Investment as follows:
(i)
For the first two years following Completion,
the DIM Investment may only be used to fund greenfield investments, acquisitions of, or investments
into, new or existing businesses operating in the protein production sector in Indonesia.
(ii)
After this two-year period, the remaining
DIM Investment may be used for a wider range of investment opportunities and growth purposes,
including new or existing businesses in the protein production sector in all of Southeast
Asia, Australia and New Zealand or for capital expenditure on greenfield or brownfield projects
in these jurisdictions.
Exit under the Shareholders’
Agreement
The Parties have agreed a mutual
five-year lock up on their respective shares in the Joint Venture Company. Upon expiration of the lock-up period, customary share transfer
arrangements apply, including a right of first offer, drag-along rights for JBS and tag-along rights for DIM.
The Parties
intend to pursue an initial public offering of the Joint Venture Company. After the 6th anniversary of Completion, if the IPO has not
occurred, DIM has the right to elect, in up to two opportunities, to exchange all or part of its shares in the Joint Venture Company
for newly issued JBS shares (the “
Exchange Right
”), subject to the following conditions:
(i)
if DIM’s first exercise of the
Exchange Right reduces its participation in the Joint Venture Company below 20%, DIM must
exercise the Exchange Right a second time within the following three years, exchanging all
its remaining shares in the Joint Venture Company for JBS shares;
(ii)
the value of DIM’s shares upon
the exercise of the Exchange Right will be based on the Joint Venture Company’s LTM
EBITDA and a multiple equal to the JBS EBITDA multiple, and the number of JBS shares issued
will be based on the weighted average price of JBS shares on the NYSE over the 90 trading
days before exercise; and
(iii)
the Exchange Right expires at the
earlier of (a) 12 years after Completion or (b) an initial public offering of the Joint Venture
Company.
Transaction Conditionality
Completion remains subject to
and is conditioned upon (i) obtention of required regulatory approvals; (ii) completion of JBS’s contribution of its Australia
and New Zealand business to the Joint Venture Company; and (iii) completion of other customary closing conditions.
Accordingly, there can be no
assurance as to the timing of the partnership or whether it will occur as currently contemplated or at all.
Amstelveen, August 7
th,
2026.
Guilherme Perboyre Cavalcanti
Global CFO and Investor Relations
Officer
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Forward-Looking Statements
This notice contains certain
statements, including statements relating to business plans and objectives, and the assumptions upon which those statements are based,
that are “forward-looking statements,” as defined under the Private Securities Litigation Reform Act of 1995. These forward-looking
statements are generally identified by the words “anticipate,” “believe,” “estimate,” “expect,”
“future,” “intend,” “may,” “opportunity,” “outlook,” “plan,”
“project,” “should,” “strategy,” “will,” “would,” “will be,”
“will continue,” “will likely result” and similar expressions. These statements are based on the current expectations
of the management of JBS and are subject to uncertainty and to changes in circumstances. In addition, these statements are based on a
number of assumptions that are subject to change. Many factors could cause actual results to differ materially from these forward-looking
statements including unforeseen liabilities, future capital expenditures, revenues, expenses, earnings, synergies, economic performance,
indebtedness, financial condition, losses, future prospects, business and management strategies for the management and expansion and
growth of JBS’ operations, as well as the risk factors discussed in the Annual Report on Form 20-F, dated March 25, 2026 and filed
by the Company with the United States Securities and Exchange Commission. While the list of factors presented here is considered representative,
no such list should be considered to be a complete statement of all potential risks and uncertainties. Unlisted factors may present significant
additional obstacles to the realization of forward-looking statements. Consequences of material differences in results as compared with
those anticipated in the forward-looking statements could include, among other things, business disruption, operational problems, financial
loss, legal liability to third parties and similar risks, any of which could have a material adverse effect on JBS’ consolidated
financial condition, results of operations or liquidity. Forward-looking statements included herein are made as of the date hereof, and
JBS undertakes no obligation to update publicly such statements to reflect subsequent events or circumstances.
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