JBS Advances Toward Dual Listing in US and Brazil After Key Shareholder Deal

BNDESPar Abstains, Paving Way for NYSE and B3 Listing

JBS, the world’s leading meatpacking giant headquartered in Brazil, is steadily progressing toward its ambitious goal of securing a dual listing on the New York Stock Exchange (NYSE) and São Paulo Stock Exchange (B3), a transformative step aimed at unlocking shareholder value and expanding its global financial footprint. The company recently announced a pivotal agreement with BNDESPar, its second-largest shareholder and the investment arm of Brazil’s state development bank BNDES, which holds a substantial 20.83% stake in the meatpacking titan. Under this deal, BNDESPar has committed to abstaining from voting at an upcoming shareholders’ meeting set to decide on the dual listing proposal, effectively clearing a significant obstacle and leaving the decision in the hands of minority shareholders. J&F Investimentos, the holding company of JBS’s founding Batista family and its controlling shareholder, will also refrain from voting, ensuring a more streamlined path forward. This development marks a crucial milestone in JBS’s long-term strategy to list its shares in the United States while maintaining a strong presence in Brazil, reflecting its status as a global leader in the meat processing industry with operations spanning 24 countries and annual revenues exceeding $70 billion.

The dual listing initiative, first unveiled in July 2023, is designed to enhance JBS’s access to international capital markets, reduce its cost of capital, and strengthen its corporate governance, positioning it as an even more attractive investment opportunity for global investors interested in the meatpacking and food production sectors. As part of the agreement with BNDESPar, a unique financial safeguard has been introduced: the state shareholder will be entitled to a payment of up to $88 million if JBS’s share price falls below an undisclosed threshold during the second half of 2026, providing a safety net for one of its most successful investments. JBS has been a cornerstone of Brazil’s industrial policy to foster "national champions," a vision championed by BNDES since 2007 when it began fueling the company’s aggressive acquisition spree. This support transformed JBS into a powerhouse controlling well-known brands such as Swift, Friboi, Seara, and Pilgrim’s Pride, with a workforce of over 270,000 employees and more than 130 production facilities worldwide. The company’s growth has delivered substantial returns for BNDESPar, which has invested approximately $1.42 billion in JBS since its early expansion phases, reaping $4.9 billion in dividends and an estimated total gain of $22.7 billion as of December 31, 2024, translating to an impressive 11.35% internal rate of return.

If approved, the dual listing will see JBS establish JBS N.V., a Netherlands-based entity, through which both controlling and minority shareholders will hold their shares, with Level II Brazilian Depository Receipts (BDRs) traded on B3 and backed by Class A shares listed on the NYSE. This structure offers flexibility, allowing Brazilian shareholders to cancel their BDRs and directly hold NYSE-listed shares if desired, a move that could broaden the company’s investor base and enhance liquidity. JBS has emphasized that this restructuring will not disrupt its operational framework, including its extensive supply chain, financial flows, or asset base, ensuring stability for its global customer network of over 330,000 clients across 190 countries. The company is targeting approval from the U.S. Securities and Exchange Commission (SEC) by the end of 2025, a timeline that reflects its urgency to capitalize on the strategic benefits of a US listing, such as increased visibility among American investors and alignment with its significant North American operations, where brands like Pilgrim’s Pride generate substantial revenue.

Despite its promising trajectory, JBS’s path to a US listing has encountered notable challenges, adding layers of complexity to the dual listing process. Opposition from U.S. politicians and environmental groups has emerged as a persistent hurdle, with critics raising concerns about the company’s environmental impact and historical controversies. Environmentalists have accused JBS of contributing to Amazon deforestation, labeling its sustainability claims as potential greenwashing, while U.S. senators have expressed "deep concerns" over past corruption scandals involving the Batista family, including a 2017 bribery case in Brazil and a 2020 SEC fine of $27 million tied to the Pilgrim’s Pride acquisition. These issues have fueled debates about whether JBS should be granted access to U.S. capital markets, with some stakeholders questioning the company’s transparency and accountability. Nevertheless, JBS remains undeterred, framing the dual listing as a "transformative value proposition" that will better reflect its global operations and diversified portfolio, which includes not only beef but also poultry, pork, and value-added food products.

For investors and industry observers, the stakes are high as JBS navigates this critical juncture. The abstention of BNDESPar, a key player with no plans to divest its stake post-listing, signals confidence in JBS’s long-term growth potential, while the financial safeguard underscores a pragmatic approach to managing market volatility. The company’s stock, traded as JBSS3 on B3, experienced a slight decline of 1.44% on the day of the announcement, reflecting cautious market sentiment amid ongoing uncertainties. However, the broader implications of a successful dual listing could reshape JBS’s financial landscape, offering lower borrowing costs and a platform to fund future expansions in high-growth markets. As the shareholders’ meeting approaches and SEC review looms, the meatpacking giant’s ability to address opposition, secure regulatory approval, and maintain investor trust will determine whether it can fully realize its vision of becoming a dual-listed powerhouse bridging Brazil and the United States, solidifying its dominance in the global food industry.