Marfrig Announces the Final Tender Results of: Offer to Purchase for Cash Any and All of the Outstanding 8.375% Senior Notes due 2018 issued by Marfrig Holdings (Europe) B.V. and 9.500% Senior...

SAO PAULO, March 30, 2017 /PRNewswire/ -- Marfrig Global Foods S.A. ("Marfrig" or the "Company"), Marfrig Holdings (Europe) B.V. ("Marfrig Holdings" or the "Purchaser"), Marfrig Overseas Limited ("Marfrig Overseas" and together with Marfrig Holdings, the "Issuers"), 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 final settlement in connection with the Purchaser's previously-announced offers to purchase for cash from each registered holder (each, a "Holder" and, collectively, the "Holders") any and all of the outstanding (i) 8.375% Senior Notes due 2018 (the "2018 Notes") issued on May 9, 2011 by Marfrig Holdings under an indenture dated May 9, 2011 as supplemented by a supplemental indenture dated June 21, 2016 (the "2018 Offer") and (ii) 9.500% Senior Notes due 2020 (the "2020 Notes" and, together with the 2018 Notes, the "Notes") issued on May 4, 2010 by Marfrig Overseas under an indenture dated May 4, 2010 (the "2020 Offer" and, together with the 2018 Offer, the "Offers").

The terms and conditions of the Offers are described in the offer to purchase dated March 2, 2017 (the "Offer to Purchase") and the related letter of transmittal (the "Letter of Transmittal" and, together with the Offer to Purchase, the "Offer Documents") previously distributed to Holders.

The early tender deadline for each of the Offers was 5:00 P.M., New York City time, on March 15, 2017 (such date and time, the "Early Tender Time") and the Offers expired at 11:59 P.M., New York City time, on March 29, 2017 (such date and time, the "Expiration Date").

Marfrig Holdings has been advised that, as of the Expiration Date, (i) U.S.$66,070,000 in aggregate principal amount of the 2018 Notes, or approximately 23.44% of the 2018 Notes outstanding, and (ii) U.S.$280,345,000 in aggregate principal amount of the 2020 Notes, or approximately 57.84% of the 2020 Notes outstanding, have been validly tendered and not validly withdrawn pursuant to the Offers

All of the 2018 Notes and 2020 Notes validly tendered and not validly withdrawn on or prior to the Expiration Date, in the total amount of U.S.$346,415,000 in aggregate principal amount, have been accepted for purchase by the Purchaser pursuant to the Offer Documents.

The Purchaser has paid for all Notes validly tendered and accepted for purchase prior to the Early Tender Time on March 17, 2017 (the "Early Settlement Date"). The Purchaser intends to pay for all Notes validly tendered and accepted for purchase following the Early Tender Time but prior to or at the Expiration Date on the date hereof, which date may change without notice (the "Final Settlement Date").

The table below summarizes certain payment terms of the Offers:

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*             Principal outstanding amount prior to the Offers.

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

Following the completion of the Offers, the Issuers and Company intend to redeem any 2020 Notes that are not successfully tendered for purchase by the Purchaser pursuant to the 2020 Offer. However, there can be no assurance that the Issuers and the Company will redeem any Notes that remain outstanding following the consummation of the Offers or that a market for any Notes that remain outstanding following the consummation of the Offers will exist or be sustained.

Holders who have validly tendered and not validly withdrawn their 2018 Notes at or prior to the Early Tender Time received U.S.$1,060.00 for each U.S.$1,000 principal amount of the 2018 Notes (the "2018 Total Consideration"), which includes an early tender payment of U.S.$30.00 per U.S.$1,000 principal amount of the 2018 Notes (the "2018 Early Tender Payment") and the 2018 Purchase Price (as defined below). The 2018 Early Tender Payment was payable only to Holders who validly tendered and validly delivered their 2018 Notes on or prior to the Early Tender Time. Holders who have validly tendered and not validly withdrawn their 2018 Notes at or before the Early Tender Time received the 2018 Total Consideration (including the 2018 Early Tender Payment) on the Early Settlement Date. Holders who have validly tendered their 2018 Notes after the Early Tender Time and prior to or at the Expiration Date are entitled to receive U.S.$1,030.00 per U.S.$1,000 principal amount of the 2018 Notes (the "2018 Purchase Price"), namely an amount equal to the 2018 Total Consideration less the 2018 Early Tender Payment, on the Final Settlement Date. In addition, Holders whose 2018 Notes are purchased in the 2018 Offer received or will receive, as the case may be, accrued and unpaid interest in respect of their purchased 2018 Notes from the last interest payment date to, but not including, (i) in the case of any 2018 Notes accepted for purchase at or before the Early Tender Time, the Early Settlement Date, and (ii) in the case of any 2018 Notes accepted for purchase after the Early Tender Time, the Final Settlement Date.

Holders who have validly tendered and not validly withdrawn their 2020 Notes at or prior to the Early Tender Time received U.S.$1,027.00 for each U.S.$1,000 principal amount of the 2020 Notes (the "2020 Total Consideration" and, together with the 2018 Total Consideration, the "Total Consideration"), which includes an early tender payment of U.S.$30.00 per U.S.$1,000 principal amount of the 2020 Notes (the "2020 Early Tender Payment" and, together with the 2018 Early Tender Payment, the "Early Tender Payment") and the 2020 Purchase Price (as defined below). The 2020 Early Tender Payment was payable only to Holders who validly tendered and validly delivered their 2020 Notes on or prior to the Early Tender Time. Holders who have validly tendered and not validly withdrawn their 2020 Notes at or before the Early Tender Time received the 2020 Total Consideration (including the 2020 Early Tender Payment) on the Early Settlement Date. Holders who have validly tendered their 2020 Notes after the Early Tender Time and prior to or at the Expiration Date are entitled to receive U.S.$997.00 per U.S.$1,000 principal amount of the 2020 Notes (the "2020 Purchase Price"), namely an amount equal to the 2020 Total Consideration less the 2020 Early Tender Payment, on the Final Settlement Date. In addition, Holders whose 2020 Notes are purchased in the 2020 Offer received or will receive, as the case may be, accrued and unpaid interest in respect of their purchased 2020 Notes from the last interest payment date to, but not including, (i) in the case of any 2020 Notes accepted for purchase at or before the Early Tender Time, the Early Settlement Date, and (ii) in the case of any 2020 Notes accepted for purchase after the Early Tender Time, the Final Settlement Date.

The obligation of Marfrig Holdings to pay for Notes validly tendered pursuant to the Offers is subject to, and conditioned upon, the satisfaction or waiver of certain conditions as set forth in the Offer Documents, in the sole discretion of Marfrig Holdings. The Offers were also conditioned upon the consummation of a concurrent offering of senior notes by MARB BondCo PLC ("MARB") and guaranteed by the Company, Marfrig Holdings and Marfrig Overseas, which were sold in an offering exempt from the registration requirements of the U.S. Securities Act of 1933, as amended (the "Securities Act") (the "New Offering"). The New Offering was completed, and notes issued thereunder were delivered, on March 15, 2017.

Marfrig, Marfrig Overseas and MARB have consented to the Purchaser making the Offers described in the Offer to Purchase.

Information Relevant for All Offers

The Information and Tender Agent for the Offers was 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) 796-1290. Additional contact information is set forth below.

Any questions or requests for assistance in relation to the Offers and the Offer Documents 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. Requests for additional copies of the Offer Documents may be directed to the Information and Tender Agent at the address and telephone numbers set forth above.

Documents relating to the Offers, including the Offer to Purchase and the Letter of Transmittal, are also available at www.dfking.com/marfrig until the Final Settlement Date.

The Dealer Managers for the Offers were:

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 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 Issuers, Marfrig, MARB, the Dealer Managers or the Information and Tender Agent makes any recommendations as to whether Holders should tender their Notes pursuant to the 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. The New Offering was not and will not be registered at the Securities and Exchange Commission of Brazil (CVM) and also will not be registered under the Securities Act. Consequently, the notes issued in the New Offering are prohibited from being offered or sold in the United States or to U.S. citizens without the applicable registration or exemption from registration required under the Securities Act.

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 the Issuers 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 the Issuers 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 Issuers and Marfrig undertake no obligation to update any of its forward-looking statements.

* * *

José Eduardo de Oliveira Miron
Chief Financial and Investor Relations Officer
Marfrig Global Foods S.A.

MARFRIG GLOBAL FOODS S.A.
Public Company
Taxpayer ID (CNPJ/MF): 03.853.896/0001-40
(BM&FBOVESPA: MRFG3)

 IR CONTACTS

Av. Queiroz Filho, No. 1560, Block 5 (Sabiá Tower), 3rd Floor, Room 301 - Vila Hamburguesa, São Paulo/SP – CEP 05319-000
Tel: + 55 (11) 3792-8907           www.marfrig.com.br/ri         e-mail: ri@marfrig.com.br

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SOURCE Marfrig Global Foods S.A.