Notice To The Market - Marfrig Announces The Early Tender Results Of The Cash Tender Offers And Consent Solicitations For 11.250% Senior Notes Due 2021 And 9.875% Senior Notes Due 2017, In Each Case Of Marfrig Holdings PUBLIC COMPANY, TAXPAYER ID (CNPJ/MF): 03.853.896/0001-40, (BM&FBOVESPA: MRFG3)

SAO PAULO, June 19, 2014 /PRNewswire/ -- Marfrig Global Foods S.A. ("Marfrig"), Marfrig Holdings (Europe) B.V. (the "Issuer") and HSBC Securities (USA) Inc. (the "Purchaser") today announced the early tender results in connection with the Purchaser's previously-announced offers to purchase for cash (the "Tender Offers") and consent solicitations (the "Consent Solicitations") with respect to (i) any and all of the outstanding 11.250% Senior Notes due 2021 (the "2021 Notes") and (ii) any and all of the outstanding 9.875% Senior Notes due 2017 (the "2017 Notes" and, together with the 2021 Notes, the "Notes") of the Issuer from each registered holder of the Notes (each, a "Holder" and, collectively, the "Holders"). The early tender deadline for the Tender Offers and the Consent Solicitations was 5:00 p.m., New York City time, on June 18, 2014 (such date and time, the "Early Tender Time" and "Withdrawal Deadline").

Marfrig Holdings has been advised that, as of the Early Tender Time, (i) U.S.$286,199,000 in aggregate principal amount of the 2021 Notes, or approximately 83.47% of the 2021 Notes outstanding, and (ii) U.S.$369,991,000 in aggregate principal amount of the 2017 Notes, or approximately 70.19% of the 2017 Notes outstanding, had been validly tendered and not withdrawn pursuant to the Tender Offers and consents delivered pursuant to the Consent Solicitations. Tendered Notes may not be withdrawn after the Withdrawal Deadline, except as required by applicable law. All Notes validly tendered and not validly withdrawn at or prior to the Early Tender Date have been accepted in full by the Purchaser.

The terms and conditions of the Tender Offers and the Consent Solicitations are described in the offer to purchase and consent solicitation statement dated June 5, 2014 (the "Offer and Solicitation Statement") and the related letter of transmittal (together with the Offer and Solicitation Statement, the "Offer Documents") previously distributed to the Holders.

The table below summarizes certain payment terms of the Tender Offer and the Consent Solicitation:

Description of Notes

 

Aggregate Principal Amount Outstanding

Total Consideration1

 

11.250% Senior Notes due 2021 (CUSIP / ISIN Nos. 56656UAE2 and N54468AC2/ US56656UAE29 and USN54468AC22)

U.S.$342,865,000

U.S.$1,177.50

9.875% Senior Notes due 2017 (CUSIP / ISIN Nos.
56656UAD4 and N54468AB4/ US56656UAD46 and USN54468AB49)

U.S.$527,135,000

U.S.$1,120.00

(1) The amount to be paid for each U.S.$1,000 principal amount of the applicable series of Notes validly tendered and accepted for purchase. In each case, the Total Consideration includes an early tender payment of U.S.$30.00 for each U.S.$1,000 principal amount of Notes. In addition, accrued and unpaid interest ("Accrued Interest") up to, but not including, (i) in the case of any 2021 Notes accepted for purchase at or before the Early Tender Date, the 2021 Early Settlement Date, or in the case of any 2017 Notes accepted for purchase at or before the Early Tender Date, the 2017 Early Settlement Date, and (ii) in the case of any remaining Notes accepted for purchase after the 2021 Notes Early Tender Date or the 2017 Notes Early Tender Date, the 2021 Notes Settlement Date or 2017 Notes Settlement Date, respectively, will be paid.

Holders who have validly tendered and not validly withdrawn their 2021 Notes at or prior to the Early Tender Time are eligible to receive U.S.$1,177.50 for each U.S.$1,000 principal amount of the 2021 Notes, which includes an early tender payment of U.S.$30.00 per U.S.$1,000 principal amount of the 2021 Notes (the "2021 Notes Early Tender Payment"), plus accrued and unpaid interest up to, but not including, the early settlement date for the 2021 Notes (the "2021 Early Settlement Date"). The 2021 Early Settlement Date for the 2021 Notes is expected to occur on or about June 20, 2014. The Purchaser intends to pay for all 2021 Notes validly tendered and not withdrawn prior to the Early Tender Time, and accepted for purchase pursuant to the Tender Offers on the 2021 Early Settlement Date.

Holders who have validly tendered and not validly withdrawn their 2017 Notes at or prior to the Early Tender Time are eligible to receive U.S.$1,120.00 for each U.S.$1,000 principal amount of the 2017 Notes, which includes an early tender payment of U.S.$30.00 per U.S.$1,000 principal amount of the 2017 Notes (the "2017 Notes Early Tender Payment"), plus accrued and unpaid interest up to, but not including, the early settlement date for the 2017 Notes (the "2017 Early Settlement Date"). The 2017 Early Settlement Date for the 2017 Notes is expected to occur on or about June 20, 2014. The Purchaser intends to pay for all 2017 Notes validly tendered and not withdrawn prior to the Early Tender Time, and accepted for purchase pursuant to the Tender Offers on the 2017 Early Settlement Date.

In addition, in connection with the Consent Solicitations, the Issuer intends to execute a supplemental indenture (the "2021 Supplemental Indenture") to the indenture governing the 2021 Notes (the "2021 Indenture"), which will eliminate substantially all of the restrictive covenants (the "2021 Proposed Amendments"). Adoption of the 2021 Proposed Amendments to the 2021 Indenture requires consent of holders of a majority in aggregate principal amount of the 2021 Notes outstanding (the "2021 Requisite Consents"). The Purchaser has obtained the 2021 Requisite Consents for the 2021 Proposed Amendments to the 2021 Indenture. Any 2021 Notes not tendered and purchased pursuant to the Tender Offers will remain outstanding and will be governed by the terms of the 2021 Indenture, as amended by the 2021 Supplemental Indenture.

In addition, in connection with the Consent Solicitations, the Issuer intends to execute a supplemental indenture (the "2017 Supplemental Indenture") to the indenture governing the 2017 Notes (the "2017 Indenture"), which will eliminate substantially all of the restrictive covenants (the "2017 Proposed Amendments"). Adoption of the 2017 Proposed Amendments to the 2017 Indenture requires consent of holders of a majority in aggregate principal amount of the 2017 Notes outstanding (the "2017 Requisite Consents"). The Purchaser has obtained the 2017 Requisite Consents for the 2017 Proposed Amendments to the 2017 Indenture. Any 2017 Notes not tendered and purchased pursuant to the Tender Offers will remain outstanding and will be governed by the terms of the 2017 Indenture, as amended by the 2017 Supplemental Indenture.

Holders who have not yet tendered their 2021 Notes have until 11:59 p.m., New York City time, on July 2, 2014, unless extended by the Purchaser (such time and date, as it may be extended, the "2021 Final Expiration Date") to tender their 2021 Notes pursuant to the Tender Offers. Any Holders who validly tender their 2021 Notes after the Early Tender Time but at or prior to the 2021 Final Expiration Date will not be entitled to receive the 2021 Early Tender Payment and will therefore receive only the tender offer consideration, as described in the Offer Documents, plus accrued and unpaid interest up to, but not including, the final settlement date (the "2021 Final Settlement Date", and which date is expected to be July 3, 2014, but which may change without notice).

Holders who have not yet tendered their 2017 Notes have until 11:59 p.m., New York City time, on July 2, 2014, unless extended by the Purchaser (such time and date, as it may be extended, the "2017 Final Expiration Date") to tender their 2017 Notes pursuant to the Tender Offers. Any Holders who validly tender their 2017 Notes after the Early Tender Time but at or prior to the 2021 Final Expiration Date will not be entitled to receive the 2017 Early Tender Payment and will therefore receive only the tender offer consideration, as described in the Offer Documents, plus accrued and unpaid interest up to, but not including, the final settlement date (the "2017 Final Settlement Date", and which date is expected to be July 3, 2014, but which may change without notice).

The Issuer and Marfrig have consented to the Purchaser making the Tender Offers and the Consent Solicitations. It is intended that the Notes purchased by the Purchaser in the Tender Offers will be exchanged by the Purchaser for a portion of the 6.875% senior notes due 2019 (the "Exchange"), issued in a new offering by the Issuer, the offering of which was previously announced (the "New Offering").

The obligation of the Purchaser to accept for purchase, and to pay for, Notes validly tendered pursuant to the Tender Offers is subject to, and conditioned upon, the satisfaction or waiver of certain conditions as set forth in the Offer Documents, in the sole discretion of the Purchaser, including consummation of the New Offering in terms satisfactory to Marfrig.

The Information Agent and Tender Agent for the Tender Offers and Solicitations is D.F. King & Co., Inc. To contact the Information Agent and Tender Agent, banks and brokers may call +1-212-269-5550, and others may call U.S. toll-free: 888-869-7406. Additional contact information is set forth below.

By Mail, Hand or Overnight Courier:

48 Wall Street

22nd Floor

New York, NY 10005

USA

Attention: Krystal Scrudato

By Facsimile Transmission:

(for eligible institutions only)
+1 212-709-3328
Attention: Krystal Scrudato

Confirmation by Telephone

+1 212-493-6940

Any questions or requests for assistance or for additional copies of this notice 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 Tender Offers and Solicitations.

The Dealer Managers for the Tender Offers are:

Banco BTG Pactual  S.A. –
Cayman Branch
Butterfield House, 68 Fort Street
Grand Cayman
Cayman Islands
Attention: Sandy Severino
Telephone: (646) 924-2535

HSBC Securities (USA) Inc.
452 Fifth Avenue
New York, NY 10018
USA
Attention: Liability
Management Group
U.S. Toll Free: 1-888-HSBC-4LM
Collect: 1-212-525-5552
Email: liability.management@hsbcib.com

Itau BBA USA Securities, Inc.
767 Fifth Avenue, 50th Floor
New York, NY 10153
USA
Attention:
Syndicate Desk
U.S. Toll Free: 888-770-4828
Email: IBBASyndicate@correio.itau.com.br

Morgan Stanley & Co. LLC
1585 Broadway
New York, NY 10036
USA
Attention: Liability
Management
U.S. Toll Free: 1-800-624-1808
Collect: +1 212-761-1057

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. This notice is also not a solicitation of any Consent to the Proposed Amendments. The Tender Offers and Solicitations are made only by and pursuant to the terms of the Offer and Solicitation Statement and the related Letter of Transmittal and the information in this notice is qualified by reference to the Offer and Solicitation Statement and the related Letter of Transmittal. None of the Purchaser, the Issuer, Marfrig, the Dealer Managers or the Information Agent and Tender Agent makes any recommendations as to whether holders should tender their Notes pursuant to the Tender Offers and deliver their Consents pursuant to the Solicitations.

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 U.S. Securities Act of 1933 ("Securities Act"), as amended. 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 the Issuer and Marfrig. This notice to the market is not for distribution in or into or to any person located or resident in the United States, its territories and possessions, any state of the United States or the District of Columbia or in any jurisdiction where it is unlawful to release, publish or distribute this announcement.

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 Issuer and Marfrig 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 Issuer and Marfrig undertake no obligation to update any of its forward-looking statements.

Ricardo Florence dos Santos
Chief Financial and Investor Relations Officer
Marfrig Global Foods S.A.

SOURCE Marfrig Global Foods S.A.




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