Notice To The Market: Marfrig Announces Final Tender Settlement 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 MARFRIG GLOBAL FOODS S.A., PUBLIC COMPANY, TAXPAYER ID (CNPJ/MF): 03.853.896/0001-40, (BM&FBOVESPA: MRFG3)

SAO PAULO, July 7, 2014 /PRNewswire/ -- Marfrig Global Foods S.A. ("Marfrig"), Marfrig Holdings (Europe) B.V. ("Marfrig Holdings") and HSBC Securities (USA) Inc. (the "Purchaser") today announced the final settlement of 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 Marfrig Holdings from each registered holder of the Notes (each, a "Holder" and, collectively, the "Holders"). The expiration date for the Tender Offers and the Consent Solicitations was 11:59 p.m., New York City time, on July 2, 2014 (such date and time, the "Expiration Date").

As of the Expiration Date, (i) U.S.$291,529,000 in aggregate principal amount of the 2021 Notes, or approximately 85.03% of the 2021 Notes outstanding, and (ii) U.S.$371,831,000 in aggregate principal amount of the 2017 Notes, or approximately 70.54% of the 2017 Notes outstanding, had been validly tendered and not withdrawn pursuant to the Tender Offers. This includes (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amount of the 2017 Notes, or approximately 70.19% of the 2017 Notes outstanding, that had been validly tendered and not withdrawn pursuant to the Tender Offers and the Consent Solicitations at or prior to 5:00 p.m., New York City time, on June 18, 2014 (the "Early Tender Time"), and an additional (i) U.S.$5,330,000 in aggregate principal amount of the 2021 Notes, or approximately 1.56% of the 2021 Notes outstanding, and (ii) U.S.$1,840,000 in aggregate principal amount of the 2017 Notes, or approximately 0.35% of the 2017 Notes outstanding, validly tendered and not withdrawn after the Early Tender Time and prior to the Expiration Date. All Notes validly tendered and not withdrawn after the Early Tender Time and before the Expiration Date have been accepted and were paid in full on July 3, 2014 (the "Final Settlement Date"). All Notes validly tendered and not withdrawn prior to the Early Tender Time and accepted for purchase were paid for by the Purchaser on June 20, 2014 (the "Early Settlement Date").

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 Offers and the Consent Solicitations and the aggregate principal amount of the Notes to remain outstanding:

Description
of Notes

CUSIP/

ISIN Nos.

Purchase Price*

Early
Tender
Payment*

Total
Consideration
*

Principal Amount to
Remain Outstanding*

11.250%
Senior
Notes due
2021

(CUSIP / ISIN Nos.
56656UAE2 and
N54468AC2/
US56656UAE29
and
USN54468AC22)

U.S.$1,147.50

U.S.$30.00

U.S.$1,177.50

U.S.$51,336,000

9.875%
Senior
Notes due
2017

(CUSIP / ISIN Nos.

56656UAD4 and
N54468AB4/
US56656UAD46
and
USN54468AB49)

U.S.$1,090.00

U.S.$30.00

U.S.$1,120.00

U.S.$155,304,000


* Per U.S. $1,000 principal amount of Notes.

Holders who had validly tendered and not validly withdrawn their 2021 Notes at or prior to the Early Tender Time received U.S.$1,177.50 for each U.S.$1,000.00 principal amount of the 2021 Notes, which included an early tender payment of U.S.$30.00 per U.S.$1,000.00 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 on the Early Settlement Date. Holders who had validly tendered and not validly withdrawn their 2021 Notes after the Early Tender Time and before the Expiration Date received U.S.$1,147.50 for each U.S.$1,000.00 principal amount of the Notes, which excludes the 2021 Notes Early Tender Payment, plus accrued and unpaid interest up to, but not including, the Final Settlement Date.

Holders who had validly tendered and not validly withdrawn their 2017 Notes at or prior to the Early Tender Time received U.S.$1,120.00 for each U.S.$1,000.00 principal amount of the 2017 Notes, which included an early tender payment of U.S.$30.00 per U.S.$1,000.00 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 on the Early Settlement Date. Holders who had validly tendered and not validly withdrawn their 2017 Notes after the Early Tender Time and before the Expiration Date received U.S.$1,090.00 for each U.S.$1,000.00 principal amount of the 2017 Notes, which excludes the 2017 Notes Early Tender Payment, plus accrued and unpaid interest up to, but not including, the Final Settlement Date.

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. The Tender Offers and Solicitations were made only by and pursuant to the terms of the Offer Documents and the information in this notice is qualified by reference to the Offer Documents.

* * *

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. 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 or Marfrig Holdings. 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 Marfrig and Marfrig Holdings 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.

Marfrig and Marfrig Holdings 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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