Marfrig Alimentos announces expiration, final tender results for 9.625% Senior Notes due 2016

SAO PAULO , October 1, 2013 (press release) – Marfrig Alimentos S.A. (“Marfrig”), Marfrig Holdings (Europe) B.V. (“Marfrig Holdings”) and Credit Suisse Securities (USA) LLC (the “Purchaser”) today announced the final tender results in connection with the Purchaser’s previously-announced offer to purchase for cash (the “Tender Offer”) and consent solicitation (the “Consent Solicitation”) with respect to any
and all of the outstanding 9.625% Senior Notes due 2016 (the “Notes”) issued by Marfrig Overseas Limited (the “Issuer”) from each registered holder of the Notes (each, a “Holder” and, collectively, the “Holders”). The expiration date for the Tender Offer and the Consent Solicitation was 11:59 p.m., New York City time, on September 27, 2013 (such date and time, the “Expiration Date”).

Marfrig Holdings has been advised that, as of the Expiration Date, U.S.$191,124,000.00 in aggregate principal amount of the Notes, or approximately 50.97% of the Notes outstanding, had been validly tendered and not withdrawn pursuant to the Tender Offer. This includes U.S.$187,574,000 in aggregate principal amount of the Notes, or approximately 50.02% of the
Notes outstanding, that had been validly tendered and not withdrawn pursuant to the Tender Offer and the Consent Solicitation at or prior to 5:00 p.m., New York City time, on September 13, 2013 (the “Early Tender Time”), and an additional U.S.$3,550,000.00 in aggregate principal amount of the Notes, or approximately 0.95% of the Notes outstanding, validly tendered and not withdrawn after the Early Tender Time and prior to the Expiration Date. All Notes validly tendered and not validly withdrawn at or prior to the Expiration Date have been accepted in full by the Purchaser. The settlement date in respect of the Notes accepted for purchase following the Early Tender Time and before the Expiration Date is expected to be October 2, 2013, which date may change without notice (the “Final Settlement Date”).

The terms and conditions of the Tender Offer and the Consent Solicitation are described in the offer to purchase and consent solicitation statement dated August 30, 2013 (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. 

Holders who had validly tendered and not validly withdrawn their Notes at or prior to the Early Tender Time received U.S.$1,065.00 for each U.S.$1,000 principal amount of the Notes, which included an early tender payment of U.S.$30.00 per U.S.$1,000 principal amount of the Notes (the “Early Tender Payment”), plus accrued and unpaid interest up to, but not including, the early settlement date for the Notes on September 19, 2013 (the “Early Settlement Date”). Holders who had validly tendered and not validly withdrawn their Notes after the Early Tender Time and before the Expiration Date are expected to receive U.S.$1,035.00 for each U.S.$1,000 principal amount of the Notes, which excludes the Early Tender Payment, plus accrued and unpaid interest up to, but not including, the Final Settlement Date.

In addition, as previously announced, in connection with the Consent Solicitation, the Issuer intends to execute a supplemental indenture (the “Supplemental Indenture”) to the indenture governing the Notes (the “Indenture”), which will eliminate substantially all of the restrictive covenants (the “Proposed Amendments”). Adoption of the Proposed Amendments to the Indenture requires consent of holders of a majority in aggregate principal amount of the Notes outstanding (the “Requisite Consents”). The Purchaser has obtained the Requisite Consents for the Proposed Amendments to the Indenture. Any Notes not tendered and purchased pursuant to the Tender Offer will remain outstanding and will be governed by the terms of the Indenture, as amended by the Supplemental Indenture. The Proposed Amendments will not be effective and operative until the Final Settlement Date.

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