Notice To The Market -- Marfrig Announces Commencement Of Cash Tender Offers And Consent Solicitations For 11.250% Senior Notes Due 2021 And 9.875% Senior Notes Due 2017, In Each Case Of Marfrig Holdings

SAO PAULO, June 5, 2014 /PRNewswire/ -- Marfrig Global Foods S.A. ("Marfrig"), Marfrig Holdings (Europe) B.V. (the "Issuer"), Banco BTG Pactual S.A. – Cayman Branch, HSBC Securities (USA) Inc. (the "Purchaser"), Itau BBA USA Securities, Inc. and Morgan Stanley & Co. LLC (together, the "Dealer Managers") today announced the commencement of (i) an offer by the Purchaser to purchase for cash (the "2021 Notes Tender Offer") any and all 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") any and all of the outstanding 9.875% Senior Notes due 2017 (the "2017 Notes" and, together with the 2021 Notes, the "Notes") of the Issuer. The Tender Offers are being made by the Purchaser on behalf of Marfrig and the Issuer pursuant to the offer to purchase and consent solicitation statement dated June 5, 2014 (the "Offer and Solicitation Statement") and the related letter of transmittal (the "Letter of Transmittal" and, together with the Offer and Solicitation Statement, the "Offer Documents"). The principal purpose of the Tender Offers is to acquire all the outstanding Notes and the purpose of the Solicitations is to eliminate substantially all of the restrictive covenants and certain events of default contained in the Indentures.

In connection with the 2021 Notes Tender Offer, the Issuer is also soliciting (the "2021 Solicitation"), with respect to the 2021 Notes, consents (the "2021 Consents") to proposed amendments (the "2021 Proposed Amendments") to the 2021 Notes and the indenture dated September 20, 2013 (as amended and supplemented to the date hereof, the "2021 Indenture") among the Issuer, Marfrig, Marfrig Overseas Limited, The Bank of New York Mellon as trustee, registrar, transfer agent and New York paying agent (the "Trustee"), The Bank of New York Mellon Trust (Japan), Ltd., as principal paying agent (the "Principal Paying Agent"), and The Bank of New York Mellon SA/NV, Dublin Branch, as Irish paying agent, under which the 2021 Notes were issued, providing for, among other things, elimination of substantially all restrictive covenants in the 2021 Indenture.

In connection with the 2017 Tender Offer, the Issuer is also soliciting (the "2017 Solicitation" and, together with the 2021 Solicitation, the "Solicitations"), with respect to the 2017 Notes, consents (the "2017 Consents" and, together with the 2021 Consents, the "Consents") to proposed amendments (the "2017 Proposed Amendments" and, together with the 2021 Proposed Amendments, the "Proposed Amendments") to the 2017 Notes and the indenture dated January 24, 2013 (as amended and supplemented to the date hereof, the "2017 Indenture" and, together with the 2021 Indenture, the "Indentures") among the Issuer, Marfrig, Marfrig Overseas Limited, the Trustee as trustee, registrar, transfer agent and New York paying agent, the Principal Paying Agent as principal paying agent, and The Bank of New York Mellon (Luxembourg) S.A. as Luxembourg paying agent and transfer agent, under which the 2017 Notes were issued, providing for, among other things, elimination of substantially all restrictive covenants in the Indenture.

The table below summarizes certain payment terms for each series of Notes:

(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. In each case, the Total Consideration includes an early tender payment of U.S.$30.00 for each U.S.$1,000 principal amount of Notes. In addition, accrued and unpaid interest ("Accrued Interest") up to, but not including, (i) in the case of any Notes accepted for purchase at or before the 2021 Notes Early Tender Date or the 2017 Notes Early Tender Date, the 2021 Early Settlement Date or 2017 Early Settlement Date, respectively, and (ii) in the case of any remaining Notes accepted for purchase after the 2021 Notes Early Tender Date or the 2017 Notes Early Tender Date, the 2021 Notes Settlement Date or 2017 Notes Settlement Date, respectively, will be paid.

The 2021 Tender Offer and 2021 Solicitation will expire at 11:59 P.M., New York City time, on July 2, 2014, unless extended or earlier terminated (such date and time, including as extended or earlier terminated, the "2021 Notes Expiration Date"). Holders of 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 June 18, 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. 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 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 and 2017 Solicitation will expire at 11:59 P.M., New York City time, on July 2, 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 June 18, 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. 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 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.$1,177.50, which includes an early tender payment equal to U.S.$30.00 (the "2021 Notes Early Tender Payment"), and will be eligible to receive the 2021 Notes Total Consideration within five business days following the 2021 Notes Early Tender Date (the "2021 Early Settlement Date"). 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.$1,147.50 (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.$1,120.00, which includes an early tender payment equal to U.S.$30.00 (the "2017 Notes Early Tender Payment") , and will be eligible to receive the 2017 Notes Total Consideration within five business days  following the 2017 Notes Early Tender Date (the "2017 Early Settlement Date"). 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.$1,090.00 (the "2017  Notes Tender Offer Consideration").

The Purchaser 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. The 2021 Consents of holders of at least a majority in aggregate principal amount outstanding of the 2021 Notes is required to authorize the 2021 Proposed Amendments (the "2021 Requisite Consents"). The Purchaser will only accept 2021 Notes for purchase if the 2021 Requisite Consents to authorize the 2021 Proposed Amendments are validly delivered and not validly revoked. Assuming that the 2021 Requisite Consents to authorize the 2021 Proposed Amendments are validly delivered and not validly revoked, it is expected that the Issuer, Marfrig, Marfrig Overseas Limited and the Trustee will execute a supplemental indenture with respect to the 2021 Indenture (the "2021 Supplemental Indenture") providing for the 2021 Proposed Amendments after the 2021 Requisite Consents have been obtained; however, the 2021 Supplemental Indenture and the 2021 Proposed Amendments will not be effective and operative until the 2021 Notes Settlement Date and consummation of the Exchange (as defined below).

The Purchaser 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. The 2017 Consents of holders of at least a majority in aggregate principal amount outstanding of the 2017 Notes is required to authorize the 2017 Proposed Amendments (the "2017 Requisite Consents"). Assuming that the 2017 Requisite Consents to authorize the 2017 Proposed Amendments are validly delivered and not validly revoked, it is expected that the Issuer, Marfrig, Marfrig Overseas Limited and the Trustee will execute a supplemental indenture with respect to the 2017 Indenture (the "2017 Supplemental Indenture") providing for the 2017 Proposed Amendments after the 2017 Requisite Consents have been obtained; however, the 2017 Supplemental Indenture and the 2017 Proposed Amendments will not be effective and operative until the 2017 Notes Settlement Date and consummation of the Exchange (as defined below).

Holders may not tender their Notes without delivering their Consents to the Proposed Amendments and to the execution and delivery of the Supplemental Indentures pursuant to the Solicitations and may not deliver Consents to the Proposed Amendments and the execution and delivery of the Supplemental Indentures without tendering their Notes pursuant to the Tender Offers.

The Issuer and Marfrig have consented to the Purchaser making the Tender Offers and the Solicitations. It is intended that the Notes purchased by the Purchaser in the Tender Offers will be exchanged by the Purchaser with the Issuer for certain new notes (the "Exchange") issued in a new offering by the Issuer (the "New Offering").

The obligation of the Purchaser to accept for purchase, and to pay for, Notes validly tendered pursuant to the Tender 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 the Purchaser, including consummation of the New Offering in terms satisfactory to Marfrig.

The Information Agent and Tender Agent for the Tender Offers and Solicitations 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: 888-869-7406. Additional contact information is set forth below.

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 and Solicitations.

The Dealer Managers for the Tender Offers are:

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. This notice is also not a solicitation of any Consent to the Proposed Amendments. The Tender Offers and Solicitations are made only by and pursuant to the terms of the Offer and Solicitation Statement and the related Letter of Transmittal and the information in this notice is qualified by reference to the Offer and Solicitation Statement and the related Letter of Transmittal. None of the Purchaser, 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 and deliver their Consents pursuant to the Solicitations.

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 U.S. Securities Act of 1933 ("Securities Act"), as amended. 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 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.