Marfrig Global Foods announces commencement of cash tender offer of up to US$100M in outstanding 11.250% senior notes due 2021

Nevin Barich

SAO PAULO , March 25, 2014 (press release) – Marfrig Global Foods S.A. ("Marfrig"), Marfrig Holdings (Europe) B.V. (the "Issuer"), Banco Bradesco BBI S.A., BTG Pactual US Capital LLC, Deutsche Bank Securities Inc. and Morgan Stanley & Co. LLC (together, the "Dealer Managers") today announced the commencement of (i) an offer by the Issuer to purchase for cash (the "2021 Notes Tender Offer") up to U.S.$100.0 million in aggregate principal amount (the "2021 Notes Maximum Tender Amount") of the outstanding 11.250% Senior Notes due 2021 (the "2021 Notes") of the Issuer, and (ii) an offer to purchase for cash (the "2017 Notes Tender Offer" and, together with the 2021 Notes Tender Offer, the "Tender Offers") the outstanding 9.875% Senior Notes due 2017 (the "2017 Notes" and, together with the 2021 Notes, the "Notes") of the Issuer in an aggregate principal amount such that the aggregate principal amount of the 2017 Notes accepted for purchase does not exceed (1) U.S.$125.0 million less (2) the aggregate principal amount of the 2021 Notes validly tendered and accepted for purchase pursuant to the 2021 Notes Tender Offer (the "2017 Notes Maximum Tender Amount"). The Tender Offers are being made pursuant to the offer to purchase dated March 25, 2014 (the "Offer to Purchase") and the related letter of transmittal (the "Letter of Transmittal" and, together with the Offer to Purchase, the "Offer Documents"). The principal purpose of the Tender Offers is to reduce interest expense by retiring a portion of the outstanding debt using cash on hand.

The 2021 Tender Offer will expire at 11:59 p.m., New York City time, on April 22, 2014, unless extended or earlier terminated (such date and time, including as extended or earlier terminated, the "2021 Notes Expiration Date"). Holders of the 2021 Notes who validly tender (and do not validly withdraw) their 2021 Notes at or prior to 5:00 p.m., New York City time, on April 7, 2014, unless extended or earlier terminated (such date and time, including as extended or earlier terminated, the "2021 Notes Early Tender Date"), will be eligible to receive the 2021 Notes Total Consideration (as defined below), which includes the 2021 Notes Early Tender Payment (as defined below), plus Accrued Interest. 2021 Notes Holders who validly tender 2021 Notes after the 2021 Notes Early Tender Date but at or prior to the 2021 Notes Expiration Date in the manner described herein will not be eligible to receive the 2021 Notes Early Tender Payment and will therefore only be eligible to receive the 2021 Notes Tender Offer Consideration (as defined below), plus Accrued Interest. 2021 Notes that have been validly tendered pursuant to the 2021 Notes Tender Offer may be validly withdrawn prior to the 2021 Notes Early Tender Date but not thereafter except as may be required by applicable law.

The 2017 Tender Offer will expire at 11:59 p.m., New York City time, on April 22, 2014, unless extended or earlier terminated (such date and time, including as extended or earlier terminated, the "2017 Notes Expiration Date"). Holders of 2017 Notes who validly tender (and do not validly withdraw) their 2017 Notes at or prior to 5:00 p.m., New York City time, on April 7, 2014, unless extended or earlier terminated (such date and time, including as extended or earlier terminated, the "2017 Notes Early Tender Date"), will be eligible to receive the 2017 Notes Total Consideration (as defined below), which includes the 2017 Notes Early Tender Payment (as defined below), plus Accrued Interest. 2017 Notes Holders who validly tender 2017 Notes after the 2017 Notes Early Tender Date but at or prior to the 2017 Notes Expiration Date in the manner described herein will not be eligible to receive the 2017 Notes Early Tender Payment and will therefore only be eligible to receive the 2017 Notes Tender Offer Consideration (as defined below), plus Accrued Interest. 2017 Notes that have been validly tendered pursuant to the 2017 Notes Tender Offer may be validly withdrawn prior to the 2017 Notes Early Tender Date but not thereafter except as may be required by applicable law.

The "2021 Notes Total Consideration" for each U.S.$1,000 principal amount of 2021 Notes validly tendered (and not validly withdrawn) at or prior to the 2021 Notes Early Tender Date and accepted for purchase pursuant to the 2021 Notes Tender Offer will be U.S.$1,075.00, which includes an early tender payment equal to U.S.$35.00 (the "2021 Notes Early Tender Payment"). Holders of 2021 Notes who validly tender 2021 Notes after the 2021 Notes Early Tender Date but at or prior to the 2021 Notes Expiration Date and whose 2021 Notes are accepted for purchase will not be entitled to receive the 2021 Notes Early Tender Payment and will therefore be entitled to receive, for each U.S.$1,000 principal amount of 2021 Notes accepted for purchase, U.S.$1,040.00 (the "2021 Notes Tender Offer Consideration").

The "2017 Notes Total Consideration" for each U.S.$1,000 principal amount of 2017 Notes validly tendered (and not validly withdrawn) at or prior to the 2017 Notes Early Tender Date and accepted for purchase pursuant to the 2017 Notes Tender Offer will be U.S.$1,050.00, which includes an early tender payment equal to U.S.$35.00 (the "2017 Notes Early Tender Payment"). Holders of 2017 Notes who validly tender 2017 Notes after the 2017 Notes Early Tender Date but at or prior to the 2017 Notes Expiration Date and whose 2017 Notes are accepted for purchase will not be entitled to receive the 2017 Notes Early Tender Payment and will therefore be entitled to receive, for each U.S.$1,000 principal amount of 2017 Notes accepted for purchase, U.S.$1,015.00 (the "2017 Notes Tender Offer Consideration").

Subject to the 2021 Notes Maximum Tender Amount, the Issuer intends to accept for purchase on the settlement date that is expected to be within one business day following the 2021 Notes Expiration Date or as promptly as practicable thereafter (the "2021 Notes Settlement Date") all 2021 Notes validly tendered (and not validly withdrawn) at or prior to the 2021 Notes Expiration Date. In such case, 2021 Notes Holders who validly tender their 2021 Notes at or prior to the 2021 Notes Expiration Date may be subject to proration (as described in the Offer Documents) if the aggregate principal amount of 2021 Notes validly tendered (and not validly withdrawn) as of the 2021 Notes Expiration Date exceeds the 2021 Notes Maximum Tender Amount. There is no "early settlement date" with respect to the 2021 Notes regardless of whether such 2021 Notes were tendered at or prior to the 2021 Notes Early Tender Date.

Subject to the 2017 Notes Maximum Tender Amount, the Issuer intends to accept for purchase on the settlement date that is expected to be within one business day following the 2017 Notes Expiration Date or as promptly as practicable thereafter (the "2017 Notes Settlement Date") all 2017 Notes validly tendered (and not validly withdrawn) at or prior to the 2017 Notes Expiration Date. In such case, 2017 Notes Holders who validly tender their 2017 Notes at or prior to the 2017 Notes Expiration Date may be subject to proration (as described in the Offer Documents) if the aggregate principal amount of 2017 Notes validly tendered (and not validly withdrawn) as of the 2017 Notes Expiration Date exceeds the 2017 Notes Maximum Tender Amount. There is no "early settlement date" with respect to the 2017 Notes regardless of whether such 2017 Notes were tendered at or prior to the 2017 Notes Early Tender Date.

The Issuer's obligation to purchase Notes in either of the Tender Offers is conditioned on the satisfaction or waiver of certain conditions described in the Offer Documents. Neither Tender Offer is conditioned upon the tender of any minimum principal amount of Notes of such series or of the other series. However, the 2021 Notes Tender Offer is subject to the 2021 Notes Maximum Tender Amount and the 2017 Notes Tender Offer is subject to the 2017 Notes Maximum Tender Amount. The Issuer has the right, in its sole discretion, to amend or terminate either of the Tender Offers at any time.

The Information Agent and Tender Agent for the Tender Offers 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: 1-800-967-4604. Additional contact information is set forth below.

By Mail, Hand or Overnight Courier:

By Facsimile Transmission:

48 Wall Street
(for eligible institutions only)
22nd Floor
+1 212-709-3328
New York, NY 10005
Attention: Elton Bagley
USA
Confirmation by Telephone
Attention: Elton Bagley
+1 212-493-6996

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.

The Dealer Managers for the Tender Offers are:

Banco Bradesco BBI S.A.
BTG Pactual US Capital LLC
Deutsche Bank Securities Inc.
Morgan Stanley & Co. LLC
Av. Paulista, 1450 8th Floor
601 Lexington Avenue,
60 Wall St., 2nd Floor
1585 Broadway
01310-917 Sao Paulo, SP
57th Floor
New York, NY 10005
New York, NY 10036
Brazil
New York, NY 10022
United States of America
United States of America
Attn: Fixed Income Division
United States of America
Attn: Liability
Attn: Liability
Collect: (212) 888-9145
Collect: (212) 293-4600
Management Group
Management Group

Collect: (212) 250-6429
Toll free: (800) 624-1808
Collect: (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 are made only by and pursuant to the terms of the Offer to Purchase and the related Letter of Transmittal and the information in this notice is qualified by reference to the Offer to Purchase and the related Letter of Transmittal. None of 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.

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 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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