JBS N.V. filed a Form 8-K on September 15, 2026, disclosing that its wholly-owned Brazilian subsidiary JBS S.A. entered into an association agreement with Viva Holding Ltda. to combine both companies' leather production, processing, and commercialization assets into a new joint entity to be named "JBS Viva."

Key Highlights

  • Equal ownership: JBS Viva will be owned 50% by JBS S.A. and 50% by Viva Holding immediately after closing.
  • Contribution structure: JBS S.A. will subscribe for new common shares in JBS Viva by contributing all quotas of JBS Couros Brasil Ltda., which will hold JBS S.A.'s leather division assets.
  • Parity governance: JBS Viva's Board of Directors will have up to six members, three appointed by each party; JBS S.A. appoints the Chairman and CFO, while Viva Holding appoints the CEO and COO.
  • Excluded assets: The transaction excludes collagen and gelatin activities, JBS's Cactus, Texas plant, leather assets in Germany, Uruguay, and Mexico, and Viva assets not currently used in leather operations.
  • Supply agreements: JBS S.A. will supply JBS Viva with raw hides from its Brazilian slaughterhouses, and JBS Viva will sell trimmings and shavings back to JBS S.A. for its gelatin and collagen business.
  • Conditions precedent: Closing remains subject to customary conditions, with no guarantee the transaction will be completed on any particular timeline or at all, according to the filing.

JBS S.A. and Viva Holding Structure a 50/50 Leather Joint Venture

According to the Form 8-K filed with the SEC on September 15, 2026, JBS N.V. (NYSE:JBS), incorporated in the Netherlands, disclosed that its Brazilian subsidiary JBS S.A. entered into a Brazilian law-governed association agreement with Viva Holding Ltda. on that same date. The agreement was entered into with Vanz Holding Ltda. and Viposa Participações Ltda. as consenting intervening parties and guarantors, and with Viva S.A. and JBS Couros Brasil Ltda. as consenting intervening parties.

The filing states that prior to closing, corporate reorganizations will be conducted to concentrate ownership of all Viva shares in Viva Holding, segregate assets excluded from the transaction, and transfer JBS S.A.'s leather assets into JBS Couros, whose quotas will then be contributed by JBS S.A. into JBS Viva. The combined entity is intended to encompass assets related to leather production from JBS S.A. and its foreign subsidiaries, as well as Viva's leather production assets and its chemical products manufacturing and commercialization assets used in leather processing.

The filing identifies several categories of assets that will not be part of the transaction and will remain with the respective parties after closing. These include collagen and gelatin activities of both parties, the Cactus, Texas plant, JBS S.A. leather assets located in Germany, Uruguay, and Mexico, and Viva assets not currently used in leather operations. The filing also describes two planned supply agreements between JBS S.A. and JBS Viva covering the supply of raw hides and the return sale of trimmings and shavings. The filing notes that statements about the transaction's completion are forward-looking and subject to the company's cautionary language.

What Was Disclosed

JBS N.V. disclosed the execution of a definitive association agreement to combine the leather assets of JBS S.A. and Viva into a new 50/50 joint company called JBS Viva, subject to customary closing conditions, with governance split equally between the two parties.