Marfrig Overseas Limited and Marfrig Alimentos S.A. Announce Commencement of Consent Solicitation

SAO PAULO, March 16 /PRNewswire/ -- Marfrig Overseas Limited (the "Issuer") and Marfrig Alimentos S.A. ("Marfrig") announced today that they are soliciting consents (the "Consents") from the holders of the Issuer's U.S.$375,000,000 9.625% Senior Notes due 2016 (the "Notes"), guaranteed by Marfrig, to (i) amend certain of the restrictive covenants and definitions relating thereto of the indenture governing the Notes (the "Proposed Amendments") and (ii) waive any past non-compliance by the Issuer, Marfrig and its restricted subsidiaries with certain covenants under the indenture that would otherwise be permitted by the Proposed Amendments (the "Waiver"), as such Proposed Amendments and Waiver are more fully described in Attachment A to the Consent Solicitation Statement, dated March 16, 2010.

Since the date the Notes were issued, Marfrig has completed numerous acquisitions in Brazil and internationally that have been funded primarily by the incurrence of debt and by equity capital increases.  These acquisitions have resulted in a significant expansion of Marfrig's operations in Brazil and internationally.  As a result of these acquisitions, Marfrig has significantly diversified its operations and enhanced its portfolio of products and revenues.  Given this substantial shift in its business, compliance by Marfrig with the restrictive covenants set forth in the indenture has become burdensome, in addition to representing a disadvantage to Marfrig in an increasingly competitive market.  Consequently, Marfrig is seeking the Consents primarily to gain additional operating flexibility, in order to finance its operations in Brazil and internationally and to better compete with its principal competitors.

Holders of the Notes are referred to the Consent Solicitation Statement, dated March 16, 2010, and the related Consent Letter for the detailed terms and conditions of the Consent Solicitation.  The Consent Solicitation commenced today and will expire at 5:00 pm (New York City time) on March 25, 2010, unless extended or earlier terminated (such date and time, as the same may be extended or earlier terminated by the Issuer, the "Expiration Time").

Only holders of the Notes ("Holders") as shown in the records maintained by The Bank of New York Mellon, as Trustee (the "Trustee"), at 5:00 p.m., New York City time, on March 15, 2010 (such date and time, including as such date and time may be changed from time to time, the "Record Date") are entitled to consent to the Proposed Amendments and the Waiver.

If a supplement to the indenture (the "Supplemental Indenture") is executed, Holders of the Notes as of the Record Date that validly deliver their Consent Letters and grant the Consents prior to the Expiration Time will receive a cash payment within five business days of the Expiration Time equal to U.S.$30.00 per U.S.$1,000 principal amount of Notes in respect of which such Consent Letters and Consents have been validly delivered and not validly revoked (the "Consent Fees"). Holders will be permitted to revoke Consents until the Supplemental Indenture has been executed (at which time the Supplemental Indenture will be effective but not operative), which execution may occur prior to the Expiration Time (the time of such execution, the "Effective Time").  Holders will be permitted to submit Consent Letters until the Expiration Time, even if the Effective Time precedes the Expiration Time.  

In order to execute the Supplemental Indenture as contemplated by the Proposed Amendments and the Waiver, the Issuer must receive Consents from Holders as of the Record Date representing at least a majority of the aggregate outstanding principal amount of the Notes.  The Supplemental Indenture will become operative only when the Issuer has paid in full all of the Consent Fees.

The Issuer reserves the right, in its sole discretion, to terminate the Consent Solicitation at any time. The Issuer intends to issue a press release promptly after the Effective Time announcing the results of the Consent Solicitation.  

The Information Agent for the Consent Solicitation is:

Any questions or requests for assistance or for additional copies of the Solicitation Statement, the Consent Letter or related documents may be directed to the Information Agent at its telephone number set forth above.  A Holder also may contact the Solicitation Agent at the telephone number set forth below or such Holder's broker, dealer, commercial bank, trust company or other nominee for assistance concerning the Consent Solicitation.

The Solicitation Agent for the Consent Solicitation is:

THIS PRESS RELEASE IS NOT A SOLICITATION OF CONSENTS WITH RESPECT TO ANY NOTES.  THE CONSENT SOLICITATION IS BEING MADE SOLELY BY THE SOLICITATION STATEMENT.  

The Consent Solicitation is only being made pursuant to the Consent Solicitation Materials.  The Consent Solicitation is not being made to holders of Notes in any jurisdiction in which the making of the Consent Solicitation or the acceptance of Consents would not be in compliance with the laws of such jurisdiction.  The Consent Solicitation is not being made, directly or indirectly, in, or extended to any person (natural or legal) resident in, the Republic of Italy.  The Consent Solicitation and the Consent Solicitation Materials have not been submitted to the clearance procedure of the Commissione Nazionale per le Societa e la Borsa (CONSOB) pursuant to Italian laws and regulations.  Accordingly, the Consent Solicitation Materials may not be distributed or made available in the Republic of Italy.  Restrictions on the Consent Solicitation may also apply in other jurisdictions.  The Consent Solicitation is not being made to, and Consents by Holders will not be accepted from, any person in any jurisdiction that requires that the Consent Solicitation or the distribution of this Consent Solicitation Statement and the Consent Letter be made by a licensed broker or dealer.

Forward-Looking Statements

This press release contains forwardlooking statements. Forwardlooking statements involve uncertainties, risks and assumptions, since these statements include information concerning Marfrig's possible or assumed future results of operations, business strategies, financing plans, competitive position, industry environment, potential growth opportunities, the effects of future regulation and the effects of competition.  Forwardlooking statements speak only as of the date they were made, and Marfrig undertakes no obligation to update publicly or to revise any forwardlooking statements after it distributes the Solicitation Statement because of new information, future events or other factors.  In light of the risks and uncertainties described above, the forwardlooking events and circumstances discussed in the Solicitation Statement might not occur and are not guarantees of future performance.  Marfrig's actual results and performance could differ substantially from those anticipated in its forward-looking statements.

SOURCE Marfrig Overseas Limited