After years of preparation and delay, JBS’s arrival on the New York Stock Exchange last June marked one of the most consequential equity transactions ever executed by a Latin American multinational. The listing did not simply give the Brazilian meatpacking giant a new trading venue; it fundamentally reshaped its corporate structure, investor base and long-term equity strategy.
The transaction – a clear winner of the award for IPO of the Year – crowned a long-held ambition. JBS had previously accessed US investors through American Depositary Receipts, but those instruments confined the company largely to emerging-market portfolios. The strategic objective behind the NYSE listing was far broader: to reposition JBS squarely within the global developed-market equity universe.
“That pocket is four times bigger than all emerging markets put together,” says JBS CFO Guilherme Cavalcanti, referring to the pool of capital available to investors with mandates restricted to SEC-registered stocks.
While an ADR Level II or III program could have expanded JBS’s US presence, the company set its sights higher. A primary US listing was essential to enable potential inclusion in major equity benchmarks such as the Russell and S&P indices — gateways to the vast and growing universe of passive investment capital.
“As of today, 56% of all assets under management are invested in passive funds,” Cavalcanti points out. “That will bring much more liquidity to the stock.”
Executing that vision required a transaction of unusual complexity. The listing involved the creation of JBS N.V. as the group’s ultimate holding company and the transfer of primary share trading from Brazil’s B3 exchange to the NYSE, while simultaneously maintaining access for Brazilian investors through a BDR program. The dual structure ensured continuity for domestic shareholders even as the company shifted its equity center of gravity to the US.
The combined value of the NYSE listing and the Brazilian BDR program exceeded $16 billion, making it one of the largest equity restructurings ever undertaken by a Latin American corporate. The deal required careful coordination across Brazil, the United States and the Netherlands, encompassing regulatory approvals, securities law compliance, corporate governance alignment and operational execution across multiple jurisdictions.
Cavalcanti notes that the listing was never conceived as a capital-raising exercise. JBS entered the public US market from a position of balance-sheet strength, which allowed it to wait for regulatory readiness rather than market windows.
“In the end, the timing was basically defined by the SEC and CVM,” he says. “Once the SEC gave us the green light, we had one month to operationalize and launch the listing. We were able to wait with much tranquility as we did not need to raise money.”
That patience was hard-earned. Cavalcanti joined JBS in 2018 with a mandate that included preparing the company for a US listing, but the path was repeatedly interrupted. The Covid-19 pandemic delayed execution, while the extended period of ultra-low interest rates encouraged the company to prioritize balance-sheet optimization instead.
“When you are in the process of listing, companies are not allowed to access debt markets,” Cavalcanti explains, noting that JBS used the intervening years to materially improve its debt profile before reactivating IPO preparations toward the end of 2022.
The final phase focused on regulatory readiness and governance standards suitable for a NYSE-listed issuer. That groundwork proved decisive. When approval arrived, JBS was able to execute quickly, completing the listing without market disruption and positioning itself immediately for broader institutional engagement.
The strategic payoff was swift. The NYSE debut materially expanded JBS’s addressable investor base, enhanced liquidity and transparency, and placed the company on a path toward potential benchmark inclusion — a structural shift that few Latin American corporates of similar scale have successfully achieved.
In a year when equity issuance was subdued and investor selectivity high, JBS delivered an IPO defined not by opportunism but by strategic intent, operational complexity and long-term impact.
JBS Dual Listing / NYSE IPO
Counsel to Issuer: White & Case; Machado Meyer; Loyens & Loeff