Notice To The Market - Marfrig Announces The Early Tender Results Of The Cash Tender Offer For Up To U.S.$100.0 Million In Ag...

SAO PAULO, April 8, 2014 /PRNewswire/ -- 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 early tender results in connection with the Issuer's previously-announced (i) 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) 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.$130.0 million (which is hereby increased by the Issuer from U.S.$125.0 million, and is still subject to further increase) 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 early tender deadline for the Tender Offers was 5:00 p.m., New York City time, on April 7, 2014, (such date and time, the "Early Tender Time" and "Withdrawal Deadline").

As of the Early Tender Time, U.S.$57,135,000 in aggregate principal amount of the 2021 Notes, or approximately 14.28% of the 2021 Notes outstanding, and U.S.$165,590,000 in aggregate principal amount of the 2017 Notes, or approximately 27.60% of the 2017 Notes outstanding, had been validly tendered and not withdrawn pursuant to the Tender Offers. Tendered Notes may not be withdrawn after the Withdrawal Deadline, except as required by applicable law.

The aggregate principal amount of 2017 Notes validly tendered and not validly withdrawn at or prior to the Early Tender Time was U.S.$165,590,000, which amount exceeds the 2017 Notes Maximum Tender Amount. Since the Issuer will accept for payment only such portion of the tendered 2017 Notes that does not result in it purchasing 2017 Notes with an aggregate principal amount above the 2017 Notes Maximum Tender Amount, the Issuer will purchase a portion of the validly tendered 2017 Notes in accordance with the terms of the 2017 Notes Tender Offer set forth in the Offer to Purchase, as modified by this Notice to the Market. Assuming that the conditions to the 2017 Notes Tender Offer are satisfied or waived, tendered 2017 Notes will be accepted for purchase on a pro rata basis as described in the Offer to Purchase, such that the aggregate principal amount of the 2017 Notes accepted in the 2017 Notes Tender Offer equals the 2017 Notes Maximum Tender Amount.

The table below summarizes certain payment terms for each series of Notes tendered after the Early Tender Time:

Description of Notes	Aggregate Principal Amount Outstanding	Maximum Acceptance Limit	Tender Offer Consideration1
11.250% Senior Notes due 2021 (CUSIP / ISIN Nos. 56656UAE2 and N54468AC2/ US56656UAE29 and USN54468AC22)	U.S.$400.0 million	U.S.$100.0 million	U.S.$1,040.00
9.875% Senior Notes due 2017 (CUSIP / ISIN Nos. 56656UAD4 and N54468AB4/ US56656UAD46 and USN54468AB49)	U.S.$600.0 million	2017 Notes Maximum Tender Amount2	U.S.$1,015.00

(1)

The amount to be paid for each U.S.$1,000 principal amount of the applicable series of Notes validly tendered (and accepted for purchase) after the Early Tender Time but at or prior to the 2021 Notes Expiration Date in the case of the 2021 Notes (the "2021 Notes Tender Offer Consideration"), and prior to the 2017 Notes Expiration Date in the case of the 2017 Notes (the "2017 Notes Tender Offer Consideration"). In addition, accrued and unpaid interest up to, but not including, the settlement date ("Accrued Interest") will be paid.

(2)

Equals U.S.$130.0 million (which is hereby increased by the Issuer from U.S.$125.0 million, and is still subject to further increase) less the aggregate principal amount of the 2021 Notes validly tendered and accepted for purchase pursuant to the 2021 Notes Tender Offer.

The 2021 Tender Offer and 2017 Tender Offer will each 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" and the "2017 Notes Expiration Date," respectively). 2021 Notes Holders who validly tender 2021 Notes after the Early Tender Time but at or prior to the 2021 Notes Expiration Date in the manner described herein will be eligible to receive the 2021 Notes Tender Offer Consideration, plus Accrued Interest, while 2017 Notes Holders who validly tender 2017 Notes after the Early Tender Time but at or prior to the 2017 Notes Expiration Date in the manner described herein will be eligible to receive the 2017 Notes Tender Offer Consideration, plus Accrued Interest.

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 [phone], 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:   48 Wall Street 22nd Floor New York, NY 10005 USA Attention: Elton Bagley

By Facsimile Transmission:   (for eligible institutions only) [phone] Attention: Elton Bagley   Confirmation by Telephone [phone]

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. Av. Paulista, 1450 8th Floor 01310-917 Sao Paulo, SP Brazil Attn: Fixed Income Division Collect: [phone]

BTG Pactual US Capital LLC 601 Lexington Avenue, 57th Floor New York, NY 10022 United States of America Collect: [phone]

Deutsche Bank Securities Inc. 60 Wall St., 2nd Floor New York, NY 10005 United States of America Attn: Liability Management Group Collect: [phone]

Morgan Stanley & Co. LLC 1585 Broadway New York, NY 10036 United States of America Attn: Liability Management Group Toll free: [phone] Collect: [phone]

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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