With 100% of shareholders in favor and the blessing of creditors holding 400 million reais (about US$ 78 million) in debt, JBS approved on Monday (21) the closure of JBS S.A.'s capital in Brazil and asked the CVM, the country's securities regulator, to cancel its registration as a publicly listed company. For ordinary investors the practical effect is small: the stock keeps trading on the B3, the São Paulo exchange, now issued by JBS N.V., a Netherlands-based company, and backed by shares listed on the New York Stock Exchange.
The 400 million reais that unlocked the decision correspond to debentures, debt securities that companies sell to investors. According to Folha de S.Paulo, all 400,000 favorable votes came from Itaú Unibanco, which holds the entire debenture issue, with no votes against and no abstentions. The amount is small for the world's largest meatpacker, owner of the Friboi, Seara and Swift brands found on Brazilian supermarket shelves, which operates in 17 countries and serves 300,000 clients in nearly 200 nations, according to InvestNews.
In plain terms: category A registration lets a company sell shares and other securities in Brazilian regulated markets, while category B covers debt issuance, such as the debentures JBS will keep offering only to professional investors. With the cancellation, JBS S.A. stops being the listed issuer in the country, a role that now belongs to JBS N.V., which already trades BDRs on the B3 under the code JBSS32. A BDR is a receipt traded in reais that represents a share listed abroad, in this case on the New York Stock Exchange.
Two decades until the exit
The decision comes almost two decades after JBS first listed on the Brazilian exchange, a span in which a child born then has come of age. The path started in June last year, when the company completed a dual listing, a structure in which the same shares circulate on two exchanges at once. Since then, the stock that traded on the B3 under the code JBSS3 became BDRs tied to shares listed in New York.
The exit still depends on a formal review by the CVM, based on Resolution 80 of 2022, which sets the rules for registering and deregistering issuers. Until a final decision, the company remains obligated to disclose information to the market, including material facts, according to Poder360. JBS says the creditors' approval is not a debt renegotiation and that rights, obligations and guarantees under the issuance deed remain valid.
The move coincides with a leadership change scheduled for January 2027, when Wesley Batista Filho becomes CEO, replacing Gilberto Tomazoni. Last week, the Batista family conglomerate, J&F, asked the CVM for category B registration, which allows debt issuance without opening capital to share trading, according to InvestNews. The same outlet notes that the cancellation does not change the securities traded on the B3 and the New York Stock Exchange, since the issuer of the shares has been JBS N.V. since the dual listing.