The vote was a win for JBS’s top minority shareholder, national development bank BNDES, which has been trying to hold Wesley and Joesley Batista, the heirs of the company’s founder, accountable for a plunge in JBS’ stock in 2017 after they confessed to bribing multiple government officials.

BNDESPar, the development bank’s investment arm, which is JBS’s No. 2 shareholder with a 22 per cent stake, declined to comment on the vote. JBS said it will comply with the shareholders’ decision, without elaborating.

J+F Investimentos, the biggest JBS shareholder, which would be a target of the complaint approved on Friday, said the resolution passed solely thanks to BNDESPar, which proposed it in the first place. Previously, BNDESPar secured an arbitration court ruling barring J+F from participating in today’s vote.

Two sources familiar with approval of the resolution said some other minority shareholders had sought to split their vote, siding with BNDESPar in terms of suing JBS’s former managers but not J+F, since they are already pursuing the parent company in a separate arbitration proceeding.

In addition to the Batista brothers, neither of whom have board or management roles at JBS or J+F anymore, the meatpacker will now be compelled to sue Florisvaldo Caetano de Oliveira, a former JBS employee allegedly involved in bribing some officials, and former JBS general counsel Francisco de Assis e Silva.

The brothers are the two shareholders of J+F.

One of the sources said that it would be inappropriate for a company to sue its own corporate parent, a recourse reserved for shareholders. After today’s vote, however, JBS has the option of joining an ongoing arbitration against its parent, the person said, adding this would be the simplest course of action.

A third source said lawsuits pitting a company against its own parent are rare but added that JBS now faces a 90-day deadline to figure out a way to do so.

“Normally a company does not pursue it, and the burden falls on a minority shareholder,” the person said.

BNDESPar, which helped fund JBS’s expansion through a series of acquisitions, opted to push for the resolution after a plea-bargain deal exposed the bribery ring, which along with the Batista brothers implicated politicians, including former Brazilian President Michel Temer.

— Ana Mano reports on commodities for Reuters from Sao Paulo.

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Sources close to the company say JBS is working on a transaction that is different from the one proposed in 2016.

The U.S. listing would be simultaneous with the partial or full sale of BNDES’ 21.3 per cent stake in JBS, two of the sources said.

The transaction model is not yet final, as discussions are ongoing. But JBS expects to spin off its international operations to be listed in New York as a separate company with the same shareholders, but not a subsidiary. Operations in Brazil will continue under JBS SA, currently listed at the Sao Paulo stock exchange.

Around 75 per cent of JBS’ revenue is obtained outside Brazil, mostly in the United States, but also in Australia and Europe.

JBS and BNDES declined to comment on the matter.

Last November, BNDES hired the investment banking units of Banco Bradesco SA, Banco BTG Pactual SA, Itau Unibanco Holding SA, Bank of America and UBS Group.

One of the sources said the company still expects to list in the United States in the second quarter of the year, but the roadshow dates are being pushed back by the volatility related to the coronavirus outbreak. JBS will report its fourth-quarter earnings on March 25.

JBS management would join BNDES executives in the roadshow to sell their stake, the sources added. The company will probably not hire a bank, but only lawyers, for the spin-off and listing of its international operations, according to two of the sources, since the company is not planning a primary offering.

A listing of JBS in the United States would face pressure from lobbyists and lawmakers that have recently demanded investigations about the company and its shareholders, brothers Wesley and Joesley Batista.

Among the international JBS operations previously proposed for inclusion in such a listing is the company’s Brooks, Alta. beef packing plant, one of Canada’s largest, with capacity to process up to 4,200 head of cattle per day.

— Reporting for Reuters by Tatiana Bautzer, Aluisio Alves and Carolina Mandl in Sao Paulo.

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The development bank had already expressed the intention to sell its stake “for the right price.” But the person, who asked for anonymity to discuss the bank’s strategy freely, denied any ongoing negotiations to sell the 20 per cent stake.

Veja magazine reported earlier on Friday that JBS’ controlling shareholder Joesley Batista was negotiating a potential sale of the stake held by the bank to a Qatari sovereign wealth fund. The source with knowledge of the bank’s strategy denied the talks.

BNDES declined to comment on the matter. JBS shares closed up 3.14 per cent on Friday, reducing this year’s losses to six per cent.

— Writing for Reuters by Tatiana Bautzer.

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A spokeswoman at the appeals court did not immediately reply to a request for comment.

On Oct. 6, a federal judge blocked 1.6 billion reais (about C$630 million) belonging to 21 people and companies linked to J+F Investimentos, the holding company of the Batista family.

The asset freeze was meant to cover potential losses stemming from financial operations between the companies of the group and the development bank BNDES, which are being investigated.

Prosecutors suspect irregularities regarding the approval and disbursement of loans worth billions of reais from state-owned BNDES to the companies owned by the Batistas.

State loans helped fuel growth at J+F over the past decade, enabling it to expand beyond meatpacking into fashion, pulp processing and banking.

JBS, of which BNDES is a shareholder through BNDESPar, denies it received favourable treatment from the state bank.

On Wednesday, JBS shut down seven of its 36 slaughterhouses in Brazil after a lower court froze 730 million reais (C$286.6 million) in connection with a tax probe in the state of Mato Grosso do Sul.

The meatpacker said the asset freeze brought “legal insecurity” to its operations in the state, adding the plants there would stay closed indefinitely.

— Reporting for Reuters by Ricardo Brito; writing by Ana Mano.

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In remarks to Reuters, BNDES president Paulo Rabello de Castro condemned a decision made “in the dead of night” over the weekend to put JBS founder Jose Batista Sobrinho in charge after his sons were arrested for alleged insider trading.

“I see deviousness in what was done,” Rabello said. “A meeting of that magnitude cannot be called at the last minute.”

The weekend decision to install Batista Sobrinho, 84, as the company’s new CEO, further raised tensions between BNDES and JBS, which became the world’s No. 2 food processor in less than a decade largely thanks to fresh capital from the development bank. The bank is also the company’s second-largest shareholder.

Rabello also said the Batista family, which owns a 42 per cent stake in JBS, lacks the sensibility needed for corporate governance, and called on markets watchdog CVM to investigate the “surprise” weekend meeting.

BNDES owns 21 per cent of JBS and has led a push by minority shareholders to remove the Batistas from management since Wesley and Joesley Batista, formerly chief executive and chairman, respectively, testified in a plea deal to bribing hundreds of lawmakers.

The rift between the bank and the Batistas has widened as the plea deal ensnared Brazilian President Michel Temer in a corruption scandal. Rabello was appointed to run BNDES shortly after the plea deal — igniting concerns of a potential vendetta.

A person with knowledge of the Batistas’ thinking told Reuters on Monday that they want to keep a family member in command because commercial lenders asked that as a prerequisite to refinance almost 21 billion reais (C$8.2 billion) worth of loans maturing within the next 12 months.

Still, representatives from three of the five banks that signed the July 25 accord denied having demanded that. One of them, speaking on condition of anonymity, had expected Wesley Batista to stay for a short period to help finalize a series of asset sales pegged to the refinancing.

Reuters reported on July 13 that state-controlled Caixa Economica Federal SA and Banco do Brasil SA, as well as private-sector peers Banco Santander Brasil SA, Banco Bradesco SA and Itau Unibanco Holding SA were participating in the refinancing plan.

“We didn’t ask that — in fact, we all expected a smooth management transition,” said one of the banks’ representatives.

Itau, Banco do Brasil and Bradesco declined to comment. Santander Brasil and Caixa Econômica did not have an immediate comment.

‘Unanimous decision’

JBS said in a statement that the Saturday meeting was called on Thursday and attended by all board members, adding that the vote was unanimous. Rabello said he was unaware of the board meeting and criticized a representative for BNDES’s investment arm BNDES Participacoes for taking part.

BNDESPar, as the investment arm is commonly known, has no plans to sell any of its JBS stake due to the rift, Rabello said.

Shares of JBS closed four per cent down at 8.50 reais on Monday, as traders worried that a battle between its two biggest shareholders may distract management from efforts to sell assets, protect margins and reduce debt.

Monday’s decline was the steepest since Sept. 5, increasing the stock’s rout this year to 25 percent.

Batista Sobrinho is retaking the reins of his family’s global meat empire as his sons have become increasingly entangled in the graft investigation.

Joesley Batista surrendered to police after recordings suggested he tried to take advantage of prosecutors and conceal details during negotiations that led to the May plea deal. He and his brother also have been accused of dumping JBS shares ahead of that plea bargain.

The elder Batista will be closely advised at JBS by top executives including chief operating officer Gilberto Tomazoni; Andre Nogueira, who heads the JBS USA unit; and Wesley Batista Jr., the 25-year-old son of Wesley Sr., who has served as head of JBS USA’s beef division.

Batista Sobrinho late Monday announced the appointment of Tomazoni to a newly created position, global chief operating officer, and of Wesley Batista Jr. as president of JBS operations in South America. Nogueira will continue as president of JBS USA.

Wesley Batista Jr. was also elected as a statutory director at the JBS board meeting on Saturday, the company said.

— Reporting for Reuters by Rodrigo Viga Gaier and Guillermo Parra-Bernal; additional reporting by Tatiana Bautzer in Sao Paulo. Includes files from AGCanada.com Network staff.

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Wesley Batista, who has been at the helm of JBS since 2011, was detained under an arrest warrant against him and his younger brother Joesley for suspected insider trading. The billionaires, both in their mid-40s, control 42 per cent of JBS.

Their lawyer, Pierpaolo Bottini, called the allegations and the arrest “unjust, absurd and regrettable.” If convicted, the Batistas may be the first people in Brazil jailed for insider trading.

JBS shares rose 1.7 per cent, reversing early losses, on optimism that Wesley Batista’s arrest will accelerate a search by the company to replace him as CEO. The accusations could hurt a plea deal that both brothers signed in May in relation to a three-year graft probe that has shocked Brazil’s political and business establishment.

The insider trading case involving JBS follows probes by markets watchdog CVM on trades that took place before the plea deal was leaked to the press on May 17. The impact from the leak, which ensnared senior politicians, led to Brazil’s worst financial market selloff in at least a decade.

According to police investigators, the Batistas were aware of the market impact that their plea deal would have on JBS shares and the currency. Police said the brothers created a strategy to protect their JBS holding and help the company amass large foreign-currency positions ahead of the leak.

On May 18, the stock shed 9.7 per cent, while the Brazilian real tumbled 8.2 per cent — its biggest daily decline since January 1999.

“A day ahead of the leaks, JBS rose to the No. 2 spot in currency purchases, an unheard of fact,” police investigator Rodrigo de Campos Costa said in a news conference.

BNDES calls for new CEO

The detention of Wesley Batista comes as his plea deal with prosecutors is unraveling due to alleged omissions in the brothers’ testimony. Some minority shareholders were already seeking to remove him.

“It is not every day that a CEO getting arrested for insider trading can be viewed as a credit positive, but we see the latest events as weakening Batista’s push to remain as CEO,” analysts at CreditSights Inc. wrote in a note to clients.

The yield on the company’s 7.75 per cent bond due in October 2020 rose about 0.17 percentage points to 7.966 per cent on Wednesday.

Joesley Batista has been under arrest since Sunday after recordings suggested he tried to take advantage of prosecutors and conceal details during negotiations that led to the plea deal. He has denied any wrongdoing.

In their testimony, the brothers accused President Michel Temer of working to obstruct a corruption probe, which the latter has repeatedly denied. The family’s investment holding company, J+F Investimentos SA, paid a record leniency fine of 10.3 billion reais (C$4.01 billion) related to the scandal.

Since the plea bargain deal was signed on May 31, Temer and the Batistas have traded barbs — taking their rift to corporate boardrooms. State development bank BNDES, whose investment arm owns 21 per cent of JBS, is leading the group of JBS investors seeking to oust the Batistas from the company’s management and board.

In a statement, BNDES said the company should pick a new CEO in the next shareholders meeting.

Bottini, the Batistas’ lawyer, earlier in the day, said: “The Brazilian state is using all means to promote revenge against those who co-operated with justice.”

The police said two detention orders were also issued against executives at the Batista family-owned FB Participacoes SA and JBS, without elaborating.

The scheme helped “manipulate markets in a way that all shareholders incurred some of the losses that FB Participacoes would have otherwise had to absorb alone,” a police statement said.

— Reporting for Reuters by Guillermo Parra-Bernal and Gabriela Mello; additional reporting by Pedro Fonseca in Rio de Janeiro and Tatiana Bautzer in Sao Paulo.

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In a Tuesday conference call to discuss second-quarter results, CEO Wesley Batista said JBS Foods International could be listed by the end of next year, once parent JBS finalizes six billion reais (C$2.4 billion) in asset sales to cut debt and restore investor confidence.

His remarks came after Brazil’s development bank BNDES, whose investment arm is JBS’ No. 2 shareholder, said earlier in the day that it would endorse a civil lawsuit against management and the billionaire Batista family. The lawsuit alleges that their role in a corruption scheme led to heavy losses in the value of JBS shares.

“It is not a matter of if but when,” he said of the unit’s IPO plan. JBS Foods includes beef brand Swift and Pilgrim’s Pride, among other subsidiaries.

BNDES Participacoes SA, which has about a 21 per cent stake in JBS, will seek Batista’s ouster at a Sept. 1 shareholder meeting. The lawsuit also targets his brother Joesley Batista, who is also a board member, former executives and J+F Investimentos SA, which oversees the family’s 42 per cent stake in JBS.

In May, the Batista brothers signed a plea deal with Brazilian prosecutors after admitting to bribing 1,900 politicians over the course of a decade.

Since then the brothers have personally negotiated the short-term refinancing of 21 billion reais in JBS debt and the sale of several assets.

Following the plea deal, JBS’ board created a compliance division and hired a former U.S. Department of Agriculture official to bolster transparency.

Shares rallied in afternoon trading, as the succession of probes and scandals had a smaller-than-expected impact on second-quarter operational trends. The stock added 2.4 per cent to 8.81 reais.

Earnings

Late on Monday, JBS reported quarterly net income that was about half the amount forecast by analysts as net financial expenses jumped to their highest in five quarters on currency variations and adjustments in the fair value of derivatives.

Still, earnings before interest, tax, depreciation and amortization, or EBITDA, rose 30 per cent from a year earlier to 3.7 billion reais (C$1.48 billion), beating an average estimate of 3.4 billion reais.

According to Thiago Duarte, an analyst with Banco BTG Pactual, results reflected a strong performance of the U.S. beef business is booming as the outlook for Brazil-based units remain weak. Batista expects margins to return to historical double-digit levels.

JBS is on track to reduce debt faster than investors anticipated, he said. Net debt could drop to 3.5 times annual EBITDA by December, Batista said, noting that those debt levels had not been expected until the end of 2018.

The company is also in advanced talks to sell Moy Park Ltd. in Europe and U.S. unit JBS Five Rivers Cattle Feeding, which includes its Brooks, Alta. feedlot, following the sales of Argentine assets and a stake in dairy producer Vigor Alimentos, Batista said.

JBS has also hired lawyers to deal with a potential U.S. criminal investigation of its corporate practices, he said, adding that “none of our U.S. subsidiaries or executives committed any wrongdoing.”

— Reporting for Reuters by Ana Mano; additional reporting by Alberto Alerigi Jr. in Sao Paulo.

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JBS, whose controlling shareholder recently agreed to pay a massive leniency fine after becoming embroiled in sweeping graft probes that have ensnared politicians and executives, said in a securities filing that its board and state development bank BNDES still had to approve the planned asset sales.

The plan, which aims to raise six billion reais (C$2.4 billion), includes a 19.2 per cent stake in Brazil-based dairy company Vigor Alimentos SA, along with its Northern Ireland unit Moy Park and Five Rivers Cattle Feeding in North America.

Greeley, Colorado-based Five Rivers has a combined feeding capacity of more than 980,000 head of cattle and locations in Colorado, Kansas, Oklahoma, Texas, Arizona, and Idaho, according to its website.

In Canada, Five Rivers also manages the 75,000-head capacity Lakeside Feeders feedlot, not far from the JBS beef packing plant at Brooks in southern Alberta. The feedlot came to JBS when it took over XL Foods’ Canadian operations in 2013.

JBS, in a statement Tuesday said the divestment program “will reduce the company’s net debt and, consequently, its financial leverage, strengthening JBS’ financial structure.”

U.S. feeder cattle futures fell to nearly a two-month low of US140.775 cents/lb. after Tuesday’s announcement, before rebounding to trade down 1.625 cents at US143.175 cents. JBS shares were down 3.46 per cent at 6.13 reais (C$2.47) in early afternoon trading in Sao Paulo.

Traders said some investors were paring bets that JBS would have to sell larger slaughter operations, which would have been far more disruptive than selling its feed operations.

“Originally, we were unsure if a packer would have to close a plant or something like that. This is just divesting itself from a feeding unit that someone else could buy and operate,” said David Hales, a U.S. cattle analyst.

Moy Park up for sale

Moy Park is one of Britain’s top 10 food companies, with 13 processing and manufacturing units in Northern Ireland, England, France, the Netherlands and Ireland. The company supplies 25 percent of chicken consumed in Western Europe, according to its website.

Moy Park also has brands of ready-to-eat meals, breaded and frozen foods and desserts. JBS acquired Moy Park from Brazilian rival Marfrig Global Foods SA two years ago for US$1.5 billion.

Reuters reported last week that two investment banks empowered to handle a sale of Vigor have contacted French dairy producers Danone SA and Groupe Lactalis SA, Mexico’s Grupo Lala SAB de CV and Switzerland’s Emmi AG to analyze the business.

JBS has a minority state in Vigor, which is majority-controlled by JBS’ parent, J+F Investimentos SA.

— Reporting for Reuters by Tatiana Bautzer in Sao Paulo and Michael Hirtzer in Chicago; additional reporting by Silvio Cascione in Brasilia and Tom Polansek in Chicago. Includes files from AGCanada.com Network staff.

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The stock closed 23 per cent higher, approaching levels last seen before the graft scandal rattled Brazil a week ago and leading gains on the benchmark Bovespa stock index.

Still, traders and analysts warned volatility was likely to remain high due to doubts about how a raft of probes targeting the company will be resolved.

“It’s a mess,” Lerosa Investimentos analyst Vitor Suzaki said. “There’s little in the way of concrete market drivers and plenty of speculation to beat the stock up and down.”

Joesley and Wesley Batista, JBS’ controlling shareholders, recently touched off a political firestorm after admitting they bribed hundreds of Brazilian politicians to advance their businesses interests in a scandal that has ensnared President Michel Temer.

They are now trying to negotiate a leniency deal with prosecutors that would allow them to avoid prosecution in exchange for paying a hefty fine and revealing all their illegal dealings. JBS CEO Wesley Batista is personally negotiating with prosecutors.

While the Batistas initially rejected the size of the fine proposed by prosecutors, it looks unlikely to be significantly reduced. That could push their holding company J+F Investimentos SA to sell assets to raise cash to pay for it, Reuters reported this week.

The Batistas transformed the company from a regional slaughterhouse into Brazil’s dominant beef producer and a sprawling multinational group, helped by some eight billion reais (C$3.29 billion) in government funding.

Brazil’s agriculture minister on Thursday slammed state development bank BNDES for helping JBS build a dominant market position.

“I was always critical of the BNDES for having allowed this market concentration that exists in Brazil,” Blairo Maggi said at an agribusiness conference in Cuiaba, the capital of Mato Grasso state in Brazil’s biggest cattle-growing region and agricultural heartland. He called JBS’ current predicament a “delicate moment.”

“I don’t know what’s going to happen with this company,” said Maggi, also a billionaire soybean producer.

Pay in cash

Separately, a major cattle industry consultant said Brazilian ranchers were starting to demand that JBS pay in cash because they are worried about fallout from the bribery scandal.

“People are risk-averse,” said Agriffato director Lygia Pimentel. “Producers aren’t selling to JBS, and those who are, are doing their utmost to get cash in return.”

JBS, on the other hand, recently told cattle ranchers in Mato Grosso it preferred to make payments in installments or with a 30-day post-delivery period. The effort has made little progress with ranchers, according to trade group Acrimat.

JBS has bought many rivals in important cattle-producing regions in Brazil in recent years. In some places it is the only processor, leaving ranchers with no other buyers.

JBS confirmed it was seeking to stretch out payments over longer periods, but said the initiative dated back to before the bribery scandal broke.

— Ana Mano is a Reuters reporter based in Sao Paulo. Additional reporting for Reuters by Roberto Samora; writing by Silvio Cascione, Christian Plumb and Bruno Federowski.

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JBS and its controlling shareholder J+F Investimentos, a sprawling conglomerate led by billionaires Joesley and Wesley Batista, are pressuring prosecutors to accept what would likely be the most lenient of all the plea deals negotiated during a three-year old corruption investigation that has implicated scores of Brazilian politicians and executives.

JBS chairman Joesley Batista this week set off a political firestorm by revealing that he had taped a conversation with Michel Temer in March in which the Brazilian president seemed to assent to bribing a jailed lawmaker. Temer has denied any wrongdoing and has said he will not resign.

Batista later signed a plea agreement with prosecutors in which he acknowledged distributing payments to some 2,000 politicians over the last 10 years.

The 44-year old led the company’s rapid expansion through U.S. acquisitions Swift Foods and Pilgrim’s Pride Corp., deals financed with the help of 8.1 billion reais (C$3.35 billion) from state development bank BNDES.

Batista admitted to paying US$30 million to former President Dilma Rousseff in return for loans from the state banks.

Batista and his older brother Wesley will be personally responsible for paying fines of 110 million reais each, prosecutors say, but will get no jail time.

At the same time, a battle is brewing over how big a fine the group will pay, with prosecutors seeking 11.2 billion reais (C$4.6 billion) over 10 years, equivalent to 5.8 per cent of the group’s total revenue last year, the prosecutors said in a statement.

J+F proposed a much smaller one billion reais, which would be around 0.5 per cent of the group’s total revenue last year, the prosecutors added, warning that the leniency agreement with the group would be immediately suspended if the company did not agree to the US$3.4 billion fine by midnight on Friday.

That fine would still be smaller than the US$3.6 billion penalty agreed this year with construction conglomerate Odebrecht SA and its petrochemical unit Braskem SA, implicated in a separate arm of the corruption investigation.

‘More lenient’

Marcelo Odebrecht, the former CEO of his own family’s eponymous company, remains in jail over a year after prosecutors first leveled charges against him and despite the fact that he also signed a plea deal.

According to a report by newspaper O Globo, the Batista brothers have also hired a law firm to negotiate a deal with the U.S. Department of Justice.

Jason Linder, a prosecutor in the department’s anti-bribery unit until earlier this month, said the penalty against the executives appeared lenient compared to others sought by Brazilian authorities.

Brazilian prosecutors are bringing 10 Embraer executives to trial on bribery charges that could result in long sentences, said Linder, who led the parallel U.S. case against the aerospace company.

Linder also pointed to the 19-year prison sentence for Marcelo Odebrecht, handed down by a Brazilian judge.

“The fact that they are paying money and not facing jail time strikes me as more lenient,” he said. “It could be because of the level of co-operation with prosecutors, the size and scope of the misconduct or the quality and strength of the available evidence.”

Brazil’s federal public prosecutor’s office said in an emailed statement to Reuters that the Batistas’ treatment, with no jail time, was justified by the quality and timeliness of the evidence they brought to the investigation.

Some investors interested in a planned initial public offering by JBS’s global meat processing unit — a unit which would include one of Canada’s biggest beef packing plants, in Brooks, Alta. — voiced support for less harsh penalties.

Like people close to the Batistas, they praised Joesley Batista’s willingness to wear a wire and record incriminating statements by Temer and others.

“He voluntarily gave prosecutors evidence against a sitting president”, said one investor, who spoke on the condition of anonymity due to the sensitivity of the matter.

The Odebrechts, by contrast, only co-operated after family scion Marcelo Odebrecht had been in jail for a year and prosecutors had uncovered a bribe department within the conglomerate.

In a statement on Thursday, Joesley Batista stressed that his companies had never bribed officials in countries other than Brazil. Odebrecht has admitted to bribing government officials in 12 countries.

— Tatiana Bautzer is a Reuters finance reporter in Sao Paulo; Joel Schectman is a Reuters reporter covering white-collar crime from Washington, D.C. Writing for Reuters by Christian Plumb.

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