Notice To Market Marfrig Announces Settlement Of The Cash Tender Offer For: Any And All Of The Outstanding 11.250% Senior Notes Due 2021 Of Marfrig Holdings (Europe) B.V., The 6.875% Senior Notes Due 2019 And The 8.375% Senior Notes Due 2018 Of Marfrig Holdings (Europe) B.V. And The 9.500% Senior Notes Due 2020 Of Marfrig Overseas Limited

SAO PAULO, Oct. 28, 2015 /PRNewswire/ -- Marfrig Global Foods S.A. ("Marfrig"), Marfrig Holdings (Europe) B.V. ("Marfrig Holdings"), Marfrig Overseas Limited ("Marfrig Overseas"), BB Securities Limited, Banco Bradesco BBI S.A., HSBC Securities (USA) Inc., Morgan Stanley & Co. LLC and Santander Investment Securities Inc. (together, the "Dealer Managers") today announced the settlement of the previously-announced offers to purchase for cash from each registered holder (each, a "Holder" and, collectively, the "Holders") (I) by Marfrig Holdings, any and all of its outstanding 11.250% Senior Notes due 2021 (the "2021 Notes") issued under an indenture dated as of September 20, 2013, as supplemented by the supplemental indenture dated as of June 20, 2014 (the "2021 Offer"), and (II) by Marfrig Holdings and Marfrig Overseas, up to U.S.$500.0 million in aggregate consideration amount that both Marfrig Holdings and Marfrig Overseas taken as a whole accepted to incur for purchase (the "Aggregate Offer Limit"), subject to a possible increase of the Aggregate Offer Limit and/or any Series Offer Limit (as defined below) by an aggregate consideration amount of up to U.S.$150.0 million by Marfrig Holdings and Marfrig Overseas, under the circumstances described in the Waterfall Offer to Purchase (as defined below), of (a) the 6.875% Senior Notes due 2019 (the "2019 Notes") issued by Marfrig Holdings under an indenture dated as of June 24, 2014 (the "2019 Offer"), (b) the 8.375% Senior Notes due 2018 (the "2018 Notes") issued by Marfrig Holdings under an indenture dated as of May 9, 2011 (the "2018 Offer") and (c) the 9.500% Senior Notes due 2020 (the "2020 Notes" and, together with the 2019 Notes and the 2018 Notes, the "Waterfall Notes") issued by Marfrig Overseas under an indenture dated as of May 4, 2010 (the "2020 Offer" and, together with the 2019 Offer and the 2018 Offer, the "Waterfall Offers"). The Waterfall Offers and the 2021 Offer are collectively referred to herein as the "Offers" and the 2021 Notes and the Waterfall Notes are collectively referred to herein as the "Notes."

As announced by Marfrig on October 14, 2015, the early tender payment of U.S.$30.00 per U.S.$1,000.00 principal amount of Notes was extended to the final expiration date of the 2021 Offer and Waterfall Offers, at 11:59 p.m., New York City time, on October 27, 2015 (such date and time, the "Expiration Date"). The withdrawal rights for the 2021 Offer and for the Waterfall Offers were not extended, so the 2021 Notes and Waterfall Notes that were tendered and not validly withdrawn at or prior to 5:00 p.m., New York City time, on October 13, 2015 (such date and time, the Withdrawal Deadline"), were not withdrawn.

In addition to the Aggregate Offer Limit, each Waterfall Offer with respect to an individual series of Waterfall Notes was subject to a limit on the aggregate amount of Waterfall Notes of such series that will be purchased by Marfrig Holdings or Marfrig Overseas, as applicable, that does not exceed the series offer limit specified for such series of Waterfall Notes listed in the Waterfall Offer to Purchase (for each series of Waterfall Notes, the "Series Offer Limit").

Marfrig Holdings and Marfrig Overseas have been advised that, as of the Expiration Date, U.S.$406,536,000 in aggregate principal amount of Notes have been validly tendered and not validly withdrawn pursuant to the Offers, as further described below.

I.        The 2021 Offer

As of the Expiration Date, U.S.$22,226,000 in aggregate principal amount of the 2021 Notes, or approximately 43.30% of the 2021 Notes outstanding, had been validly tendered and not validly withdrawn pursuant to the 2021 Offer. All 2021 Notes validly tendered at or prior to the Expiration Date and not validly withdrawn at or prior to the Withdrawal Deadline have been accepted for purchase and will be paid in full by Marfrig Holdings on October 28, 2015 (the "Settlement Date").

The table below summarizes certain payment terms of the 2021 Offer and the aggregate principal amount of the 2021 Notes to remain outstanding:

*  Per U.S.$1,000.00 principal amount of 2021 Notes. In addition, Holders that tendered their 2021 Notes will also receive accrued interest up to, but excluding, the Settlement Date.

All Holders who had validly tendered their 2021 Notes at or prior to the Expiration Date and not validly withdrawn at or prior to the Withdrawal Deadline will receive U.S.$970.00 for each U.S.$1,000.00 principal amount of the 2021 Notes, which is the total consideration for the 2021 Notes, and which includes the early tender payment of U.S.$30.00 per U.S.$1,000.00 principal amount of the 2021 Notes, plus accrued and unpaid interest up to, but not including, the Settlement Date.

The terms and conditions of the 2021 Offer are described in the offer to purchase dated September 29, 2015, as modified by Marfrig's press release dated October 14, 2015 (the "2021 Offer to Purchase") and the related letter of transmittal (the "2021 Letter of Transmittal" and, together with the 2021 Offer to Purchase, the "2021 Offer Documents") previously distributed to the Holders.

II.         The Waterfall Offers

As of the Expiration Date, (i) U.S.$138,971,000 in aggregate principal amount of the 2019 Notes, or approximately 16.35% of the 2019 Notes outstanding, have been validly tendered and not validly withdrawn pursuant to the 2019 Offer; (ii) U.S.$150,821,000 in aggregate principal amount of the 2018 Notes, or approximately 20.81% of the 2018 Notes outstanding, had been validly tendered and not validly withdrawn pursuant to the 2018 Offer; (iii) U.S.$94,518,000 in aggregate principal amount of the 2020 Notes, or approximately 12.20% of the 2020 Notes outstanding, had been validly tendered and not validly withdrawn pursuant to the 2020 Offer.

All 2019 Notes, 2018 Notes and 2020 Notes validly tendered before the Expiration Date and not validly withdrawn at or prior to the Withdrawal Deadline have been accepted for purchase and will be paid in full by Marfrig Holdings or Marfrig Overseas on the Settlement Date.

The table below summarizes certain payment terms of the Waterfall Offers and the aggregate principal amount of the Waterfall Notes to remain outstanding:

*  Per U.S.$1,000.00 principal amount of Waterfall Notes. In addition, Holders that tendered their Waterfall Notes, will also receive accrued interest up to, but excluding, the Settlement Date.

All Holders who had validly tendered their 2019 Notes at or prior to the Expiration Date and not validly withdrawn at or prior to the Withdrawal Deadline will receive U.S.$865.00 for each U.S.$1,000.00 principal amount of the 2019 Notes, which included an early tender payment of U.S.$30.00 per U.S.$1,000.00 principal amount of the 2019 Notes, plus accrued and unpaid interest up to, but not including, the Settlement Date.

All Holders who had validly tendered their 2018 Notes at or prior to the Expiration Date and not validly withdrawn at or prior to the Withdrawal Deadline will also receive U.S.$937.50 for each U.S.$1,000.00 principal amount of the 2018 Notes, which included an early tender payment of U.S.$30.00 per U.S.$1,000.00 principal amount of the 2018 Notes, plus accrued and unpaid interest up to, but not including, the Settlement Date.

All Holders who had validly tendered their 2020 Notes at or prior to the Expiration Date and not validly withdrawn at or prior to the Withdrawal Deadline will also receive U.S.$980.00 for each U.S.$1,000.00 principal amount of the 2020 Notes, which included an early tender payment of U.S.$30.00 per U.S.$1,000.00 principal amount of the 2020 Notes, plus accrued and unpaid interest up to, but not including, the Settlement Date.

The terms and conditions of the Waterfall Offers are described in the offer to purchase dated September 29, 2015, as amended by Marfrig's press release dated October 14, 2015 (the "Waterfall Offer to Purchase") and the related letter of transmittal (the "Waterfall Letter of Transmittal" and, together with the Waterfall Offer to Purchase, the "Waterfall Offer Documents") previously distributed to the Holders.

III.        Information relevant for all Offers

Marfrig has consented to Marfrig Holdings and Marfrig Overseas, as applicable, making the Offers, and to the modifications to the Offers described in Marfrig's press release dated October 14, 2015.

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 +1-212-269-5550, and others may call U.S. toll-free: 866-388-7452. Additional contact information is set forth below. Requests for additional copies of the 2021 Offer Documents and the Waterfall Offer Documents may be directed to the Information and Tender Agent at the addresses and telephone numbers set forth herein. Documents relating to the Offers, including the relevant offer to purchase and letter of transmittal, are also available at www.dfking.com/marfrig

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 any of the Offers.

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. Each of the Offers were made only by and pursuant to the terms of the applicable Offer to Purchase and the related Letter of Transmittal, except for the modifications announced in Marfrig's press release dated October 14, 2015, and the information in this notice is qualified by reference to the applicable Offer to Purchase and the related Letter of Transmittal.

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 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 Overseas or 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 Marfrig Holdings, Marfrig Overseas 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.

Marfrig Holdings, Marfrig Overseas and Marfrig undertake no obligation to update any of its forward-looking statements.

Marcelo Di Lorenzo
Vice-President of Strategic Planning and Investor Relations Officer
Marfrig Global Foods S.A.

www.marfrig.com.br/ri 

IR CONTACT

Av. Chedid Jafet, n° 222, Bloco A, 5^a Andar, Vila Olimpia, Sao Paulo – SP, CEP 04551-065
Tel.: (11) 3792-8907         www.marfrig.com.br/ri        e-mail: [email protected]

SOURCE Marfrig Global Foods S.A.

Related Links

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