Market Overview

Marfrig Announces Commencement of Offer to Purchase for Cash Any and All of the Outstanding 11.250% Senior Notes due 2021 (CUSIP Nos. 56656UAE2; N54468AC2 / ISIN Nos. US56656UAE29; USN54468AC22) and 8.000% Senior Notes due 2023 (CUSIP Nos. 56656UAH5; N54468AF5 / ISIN Nos. US56656UAH59; USN54468AF52) issued, in each case, by Marfrig Holdings (Europe) B.V.

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SÃO PAULO, April 26, 2019 /PRNewswire/ -- Marfrig Global Foods S.A. ("Marfrig"), Marfrig Holdings (Europe) B.V. ("Marfrig Holdings"), Marfrig Overseas Limited ("Marfrig Overseas"), HSBC Securities (USA) Inc. (the "Purchaser"), BB Securities Limited, BNP Paribas Securities Corp., Banco Bradesco BBI S.A., Banco BTG Pactual S.A. – Cayman Islands Branch, HSBC Securities (USA) Inc., Nomura Securities International, Inc. and Santander Investment Securities Inc. (the "Dealer Managers") today announced the commencement of an offer by the Purchaser to purchase for cash from each registered holder (each, a "Holder" and, collectively, the "Holders") any and all of the outstanding (i) 11.250% Senior Notes due 2021 (the "2021 Notes") issued on September 20, 2013 by Marfrig Holdings (the "2021 Offer"), and (ii) 8.000% Senior Notes due 2023 (the "2023 Notes" and, together with the 2021 Notes, the "Notes") issued on June 8, 2016 by Marfrig Holdings (the "2023 Offer" and, together with the 2021 Offer, the "Offers").

The Offers are being made by the Purchaser pursuant to the offer to purchase dated April 26, 2019 (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 Offers is to acquire for cash any and all of the outstanding 2021 Notes and 2023 Notes.

The table below summarizes certain payment terms for each of the Offers:

Description of Notes

CUSIP/ ISIN Nos.

Targeted Amount

Principal Amount Outstanding

Purchase Price*

Early Tender
Payment*

Total Consideration*

11.250% Senior Notes due 2021

CUSIP: 56656UAE2 / N54468AC2
ISIN: US56656UAE29 / USN54468AC22

Any and all

U.S.$27,839,000.00

U.S.$990.00

U.S.$30.00

U.S.$1,020.00

8.000% Senior Notes due 2023

CUSIP: 56656UAH5 / N54468AF5
ISIN: US56656UAH59 / USN54468AF52

Any and all

U.S.$1,000,000,000.00

U.S.$1,010.00

U.S.$30.00

U.S.$1,040.00

________________

*             Amount to be paid for each U.S.$1,000 principal amount of the applicable series of Notes validly tendered, not validly withdrawn and accepted for purchase.

The Offers will expire at 11:59 p.m., New York City time, on May 23, 2019, unless extended or earlier terminated (such date and time, including as extended or earlier terminated, the "Expiration Date"). Holders of Notes who validly tender (and do not validly withdraw) their Notes at or prior to 5:00 P.M., New York City time, on May 9, 2019, unless extended or earlier terminated (such date and time, including as extended or earlier terminated, the "Early Tender Time"), will be eligible to receive the 2021 Total Consideration or 2023 Total Consideration (as defined below), as applicable, which includes the 2021 Early Tender Payment (as defined below), and the 2023 Early Tender Payment (as defined below), respectively, plus Accrued Interest (as defined below). Holders of Notes who validly tender Notes after the Early Tender Time but at or prior to the Expiration Date in the manner described herein will not be eligible to receive the Early Tender Payment and will therefore only be eligible to receive the 2021 Purchase Price (as defined below) or the 2023 Purchase Price (as defined below), as applicable, plus Accrued Interest (as defined below). Notes that have been validly tendered pursuant to the Offer Documents may be validly withdrawn prior to 5:00 P.M., New York City time, on May 9, 2019, which may be extended (such date and time, including as extended, the "Withdrawal Deadline"), but not thereafter, except as described in the Offer Documents or as required by applicable law.

The total consideration for each U.S.$1,000 principal amount of the 2021 Notes validly tendered and not validly withdrawn is U.S.$1,020.00 (the "2021 Total Consideration"), which includes an early tender payment of U.S.$30.00 per U.S.$1,000 principal amount of the 2021 Notes (the "2021 Early Tender Payment") and the 2021 Purchase Price (as defined below). The 2021 Early Tender Payment is payable only to Holders who tender and validly deliver their 2021 Notes on or prior to the Early Tender Time. Holders validly tendering and not withdrawing their 2021 Notes at or before the Early Tender Time will be eligible to receive the 2021 Total Consideration (including the 2021 Early Tender Payment) on a date promptly following the Early Tender Time (the "Early Settlement Date") (which date is expected to be within one business day after the Early Tender Time, but which the Purchaser may change without notice). Holders validly tendering and not withdrawing their 2021 Notes after the Early Tender Time and prior to or at the Expiration Date will be entitled to receive U.S.$990.00 per U.S.$1,000 principal amount of the 2021 Notes (the "2021 Purchase Price"), namely an amount equal to the 2021 Total Consideration less the 2021 Early Tender Payment, on a date promptly following the Expiration Date (the "Final Settlement Date") (which date is expected to be within two business days after the Expiration Date, but which the Purchaser may change without notice).

The total consideration for each U.S.$1,000 principal amount of the 2023 Notes validly tendered and not validly withdrawn is U.S.$1,040.00 (the "2023 Total Consideration"), which includes an early tender payment of U.S.$30.00 per U.S.$1,000 principal amount of the 2023 Notes (the "2023 Early Tender Payment") and the 2023 Purchase Price (as defined below). The 2023 Early Tender Payment is payable only to Holders who tender and validly deliver their 2023 Notes on or prior to the Early Tender Time. Holders validly tendering and not withdrawing their 2023 Notes at or before the Early Tender Time will be eligible to receive the 2023 Total Consideration (including the 2023 Early Tender Payment) on the Early Settlement Date (which date is expected to be within one business day after the Early Tender Time, but which may change without notice). Holders validly tendering and not withdrawing their 2023 Notes after the Early Tender Time and prior to or at the Expiration Date will be entitled to receive U.S.$1,010.00 per U.S.$1,000 principal amount of the 2023 Notes (the "2023 Purchase Price"), namely an amount equal to the 2023 Total Consideration less the 2023 Early Tender Payment, on the Final Settlement Date (which date is expected to be within two business days after the Expiration Date, but which may change without notice).

In addition, Holders whose Notes are purchased in the Offers will receive accrued and unpaid interest (the "Accrued Interest") in respect of their purchased Notes from the last interest payment date to, but not including, (i) in the case of any Notes accepted for purchase at or before the Early Tender Time, the Early Settlement Date and (ii) in the case of any remaining Notes accepted for purchase after the Early Tender Time, the Final Settlement Date, as the case may be.

The Offers are conditioned upon, among other things, the pricing and completion on terms satisfactory to Marfrig (the "Financing Condition") of a concurrent offering of senior notes by NBM US Holdings, Inc. ("NBM") and guaranteed by Marfrig, Marfrig Holdings, Marfrig Overseas and MARB BondCo PLC ("MARB") (the "New Notes") to be 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"). No assurance can be given that the New Offering will be priced or completed on the terms currently envisioned or at all. The New Offering is not conditioned upon the completion of the Offers. The Offers are not conditioned on any minimum participation by the Holders. Additional conditions to the Offers are described under "Conditions to the Offers" in the Offer to Purchase.

Marfrig, Marfrig Holdings, Marfrig Overseas, NBM and MARB have consented to the Purchaser making the Offers described in the Offer to Purchase. It is intended that the Notes purchased by the Purchaser in the Offers will be exchanged by the Purchaser with NBM for New Notes issued in the New Offering by NBM to the Dealer Managers.

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 (212) 269-5550, and others may call U.S. toll-free: (866) 416-0576. 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

(212) 708-3328

New York, NY 10005

Attention: Andrew Beck

USA


Attention: Andrew Beck

Confirmation by Telephone

E-mail: marfrig@dfking.com

(212) 269-5552

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 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.

The Dealer Managers for the Offers are:

BB Securities Limited

4th Floor – Pinners Hall

105-108 Old Broad Street

London, EC2N 1ER – United Kingdom

Attn: Operation Department

Collect: +44 (20) 7367-5803

E-mail: bbssettlements@bb.com.br

BNP Paribas Securities Corp.

787 Seventh Avenue

New York, NY 10019

Toll-Free No.: (888) 210-4358

Confirmation No.: (212) 841-3059

dl.us.liability.management@us.bnpparibas.com

Attention: Liability Management Group

Banco Bradesco BBI S.A.

Av. Brigadeiro Faria Lima, 3.064, 10th Floor

São Paulo, SP 01451-000 –

Brazil

Attn: International Fixed Income

Collect: +1 (212) 888-9145

E-mail: philip.searson@bradescobbi.com.br

 

 

Banco BTG Pactual S.A. – Cayman

601 Lexington Avenue 57th Floor

New York, NY 10022 USA

Attn: Debt Capital Markets.

Collect: +1 212 293 4600

Email: OL-DCM@btgpactual.com

HSBC Securities (USA) INC.

452 Fifth Avenue

New York, New York 10018 – U.S.A.

Attn: Global Liability Management

Group

Toll Free: +1 (888) HSBC-4LM

Collect: +1 (212) 525-5552

Nomura Securities International, Inc.

Worldwide Plaza 309 West 49th Street

New York, NY 10019-7316

USA

Attn: Debt Capital Markets

U.S. Toll Free: +1 (800) 638-2268

E-mail: gcp_us_syndicate@us.nomura.com 

Santander Investment Securities Inc. 

45 East 53rd Street – 5th Floor

New York, NY 10022

USA

Attn: Liability Management Team

U.S. Toll Free: +1 (855) 404-3636

Collect: +1 (212) 940-1442

E-mail: liabilitymanagement@santander.us 

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 Purchaser, Marfrig, Marfrig Holdings, Marfrig Overseas, NBM, 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

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