Marfrig Announces Early Tender Results of: Offer to Purchase for Cash Any and All of the Outstanding 11.250% Senior Notes due 2021 (CUSIP Nos. 56656UAE2; N54468AC2 / ISIN Nos. US56656UAE29; USN54468AC22) and 8.000% Senior Notes due 2023 (CUSIP Nos. 56656UAH5; N54468AF5 / ISIN Nos. US56656UAH59; USN54468AF52) issued, in each case, by Marfrig Holdings (Europe) B.V.

SAO PAULO, May 10, 2019 /PRNewswire/ -- Marfrig Global Foods S.A. ("Marfrig"), Marfrig Holdings (Europe) B.V. ("Marfrig Holdings"), Marfrig Overseas Limited ("Marfrig Overseas"), HSBC Securities (USA) Inc. (the "Purchaser"), BB Securities Limited, BNP Paribas Securities Corp., Banco Bradesco BBI S.A., Banco BTG Pactual S.A. – Cayman Islands Branch, HSBC Securities (USA) Inc., Nomura Securities International, Inc. and Santander Investment Securities Inc. (the "Dealer Managers") today announced the early tender results of the Purchaser's previously announced offers to purchase for cash from each registered holder (each, a "Holder" and, collectively, the "Holders") any and all of the outstanding (i) 11.250% Senior Notes due 2021 (the "2021 Notes") issued on September 20, 2013 by Marfrig Holdings (the "2021 Offer"), and (ii) 8.000% Senior Notes due 2023 (the "2023 Notes" and, together with the 2021 Notes, the "Notes") issued on June 8, 2016 by Marfrig Holdings (the "2023 Offer" and, together with the 2021 Offer, the "Offers"). As previously announced, the early tender deadline for the Offers was 5:00 p.m., New York City time, on May 9, 2019 (such date and time, the "Early Tender Time" and "Withdrawal Deadline").

As of the Early Tender Time, (i) U.S.$5,688,000.00 in aggregate principal amount of the 2021 Notes, or approximately 20.43% of the 2021 Notes outstanding, and (ii) U.S.$553,712,000.00 in aggregate principal amount of the 2023 Notes, or approximately 55.37% of the 2023 Notes outstanding, had been validly tendered and not withdrawn pursuant to the Offers. All Notes validly tendered and not validly withdrawn at or prior to the Early Tender Time will be accepted and paid in full by the Purchaser.

The terms and conditions of the Offers are described in the offer to purchase dated April 26, 2019 (the "Offer to Purchase") and the related letter of transmittal (the "Letter of Transmittal" and, together with the Offer to Purchase, the "Offer Documents").

The table below summarizes certain payment terms for each of the Offers:

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Holders who validly tendered and did not validly withdraw their 2021 Notes at or prior to the Early Tender Time will receive today, May 10, 2019 (the "Early Settlement Date"), total consideration for each U.S.$1,000 principal amount of the 2021 Notes validly tendered and not validly withdrawn of U.S.$1,020.00 (the "2021 Total Consideration"), which includes an early tender payment of U.S.$30.00 per U.S.$1,000 principal amount of the 2021 Notes (the "2021 Early Tender Payment") and the 2021 Purchase Price (as defined below). The 2021 Early Tender Payment is payable only to Holders who tendered and validly delivered their 2021 Notes on or prior to the Early Tender Time. Holders who have not yet tendered their 2021 Notes have until 11:59 p.m., New York City time, on May 23, 2019, unless extended or earlier terminated (such date and time, including as extended or earlier terminated, the "Expiration Date") to tender their 2021 Notes. Holders validly tendering and not validly withdrawing their 2021 Notes prior to or at the Expiration Date will be entitled to receive U.S.$990.00 per U.S.$1,000 principal amount of the 2021 Notes (the "2021 Purchase Price"), namely an amount equal to the 2021 Total Consideration less the 2021 Early Tender Payment, on a date promptly following the Expiration Date (the "Final Settlement Date") (which date is expected to be within two business days after the Expiration Date, but which may change without notice).

Holders who validly tendered and did not validly withdraw their 2023 Notes at or prior to the Early Tender Time will receive on the Early Settlement Date total consideration for each U.S.$1,000 principal amount of the 2023 Notes validly tendered and not validly withdrawn of U.S.$1,040.00 (the "2023 Total Consideration"), which includes an early tender payment of U.S.$30.00 per U.S.$1,000 principal amount of the 2023 Notes (the "2023 Early Tender Payment") and the 2023 Purchase Price (as defined below). The 2023 Early Tender Payment is payable only to Holders who tendered and validly delivered their 2023 Notes on or prior to the Early Tender Time. Holders who have not yet tendered their 2023 Notes have until the Expiration Date to tender their 2023 Notes. Holders validly tendering and not validly withdrawing their 2023 Notes prior to or at the Expiration Date will be entitled to receive U.S.$1,010.00 per U.S.$1,000 principal amount of the 2023 Notes (the "2023 Purchase Price"), namely an amount equal to the 2023 Total Consideration less the 2023 Early Tender Payment, on the Final Settlement Date (which date is expected to be within two business days after the Expiration Date, but which may change without notice).

In addition, (i) Holders whose Notes are purchased in the Offers at or before the Early Tender Time will receive accrued and unpaid interest in respect of their purchased Notes from the last interest payment date to, but not including, the Early Settlement Date and (ii) Holders whose remaining Notes are purchased in the Offers after the Early Tender Time will receive accrued and unpaid interest in respect of their purchased Notes from the last interest payment date to, but not including, the Final Settlement Date.

The Offers are conditioned upon, among other things, the completion on terms satisfactory to Marfrig (the "Financing Condition") of a concurrent offering of senior notes by NBM US Holdings, Inc. ("NBM") and guaranteed by Marfrig, Marfrig Holdings, Marfrig Overseas and MARB BondCo PLC ("MARB") (the "New Notes") to be sold in an offering exempt from the registration requirements of the U.S. Securities Act of 1933, as amended (the "Securities Act") (the "New Offering"). No assurance can be given that the New Offering will be completed on the terms currently envisioned or at all. The New Offering is not conditioned upon the completion of the Offers. The Offers are not conditioned on any minimum participation by the Holders. Additional conditions to the Offers are described under "Conditions to the Offers" in the Offer to Purchase.

Marfrig, Marfrig Holdings, Marfrig Overseas, NBM and MARB have consented to the Purchaser making the Offers described in the Offer to Purchase. It is intended that the Notes purchased by the Purchaser in the Offers will be exchanged by the Purchaser with NBM for New Notes issued in the New Offering by NBM.

The Information and Tender Agent for the Offers is D.F. King & Co., Inc. To contact the Information and Tender Agent, banks and brokers may call (212) 269-5550, and others may call U.S. toll-free: (866) 416-0576. Additional contact information is set forth below.

Any questions or requests for assistance in relation to the Offers and the Offer Documents may be directed to the Dealer Managers at their respective telephone numbers set forth below or, if by any Holder, to such Holder's broker, dealer, commercial bank, trust company or other nominee for assistance concerning the Offers. Requests for additional copies of the Offer Documents may be directed to the Information and Tender Agent at the address and telephone numbers set forth above.

Documents relating to the Offers, including the Offer to Purchase and the Letter of Transmittal, are also available at www.dfking.com/marfrig.

The Dealer Managers for the Offers are:

This notice does not constitute or form part of any offer or invitation to purchase, or any solicitation of any offer to sell, the Notes or any other securities in the United States or any other country, nor shall it or any part of it, or the fact of its release, form the basis of, or be relied on or in connection with, any contract therefor. The Offers are made only by and pursuant to the terms of the Offer to Purchase and the related Letter of Transmittal, and the information in this notice is qualified by reference to the Offer to Purchase and the related Letter of Transmittal. None of the Purchaser, Marfrig, Marfrig Holdings, Marfrig Overseas, NBM, MARB, the Dealer Managers or the Information and Tender Agent makes any recommendations as to whether Holders should tender their Notes pursuant to the Offers.

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This notice to the market does not represent an offer to sell securities or a solicitation to buy securities in the United States or in any other country. The New Offering was not and will not be registered at the Securities and Exchange Commission of Brazil (CVM) and also will not be registered under the Securities Act. Consequently, the notes issued in the New Offering are prohibited from being offered or sold in the United States or to U.S. citizens without the applicable registration or exemption from registration required under the Securities Act.

This notice to the market is released for disclosure purposes only, in accordance with applicable legislation. It not does not constitute marketing material, and should not be interpreted as advertising an offer to sell or soliciting any offer to buy securities issued by Marfrig Holdings, Marfrig, NBM or MARB.

Forward-Looking Statements

This notice includes and references "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. These statements may relate to, among other things, Marfrig's business strategy, goals and expectations concerning its market position, future operations, margins and profitability.

Although the Purchaser, Marfrig, Marfrig Holdings, Marfrig Overseas, NBM and MARB believe the assumptions upon which these forward-looking statements are based are reasonable, any of these assumptions could prove to be inaccurate and the forward-looking statements based on these assumptions could be incorrect.

The matters discussed in these forward-looking statements are subject to risks, uncertainties and other factors that could cause actual results and trends to differ materially from those made, projected or implied in or by the forward-looking statements depending on a variety of uncertainties or other factors.

The Purchaser, Marfrig, Marfrig Holdings, Marfrig Overseas, NBM and MARB, undertake no obligation to update any of these forward-looking statements.

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Marco Antonio Spada
Investor Relations Department
Marfrig Global Foods S.A.

MARFRIG GLOBAL FOODS S.A.
PUBLIC COMPANY
TAXPAYER ID (CNPJ/MF): 03.853.896/0001-40
(B3: MRFG3)

SOURCE Marfrig Global Foods S.A.