Marfrig Global Foods S.A. Announces Commencement of Offer to Purchase for Cash Any and All of the Outstanding 8.375% Senior Notes due 2018 (CUSIP Nos. 56656UAA0; N54468AA6 / ISIN Nos. US56656UAA07; USN54468AA65) and 6.875% Senior Notes due 2019 (CUSIP Nos

SÃO PAULO, Jan. 5, 2018 /PRNewswire/ -- Marfrig Global Foods S.A. ("Marfrig"), Marfrig Holdings (Europe) B.V. (the "Purchaser"), Marfrig Overseas Limited ("Marfrig Overseas"), BB Securities Limited, Banco Bradesco BBI S.A., Banco BTG Pactual S.A. – Cayman Branch, HSBC Securities (USA) Inc., Nomura Securities International, Inc. and Santander Investment Securities Inc. (together, 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) 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) 6.875% Senior Notes due 2019 (the "2019 Notes" and, together with the 2018 Notes, the "Notes") issued on June 24, 2014 by Marfrig Holdings under an indenture dated June 24, 2014 (the "2019 Offer" and, together with the 2018 Offer, the "Offers").

The Offers are being made by the Purchaser pursuant to the offer to purchase dated January 5, 2018 (the "Offer to Purchase") and the related letter of transmittal (the "Letter of Transmittal") and notice of guaranteed delivery (the "Notice of Guaranteed Delivery" and, together with the Offer to Purchase and Letter of Transmittal, the "Offer Documents"). The principal purpose of the Offers is to acquire for cash any and all of the outstanding 2018 Notes and 2019 Notes.

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

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*  Per U.S.$1,000 principal amount of Notes. In addition, Holders tendering their Notes will also receive accrued interest up to, but excluding, the Settlement Date (as defined below). Accrued interest will cease to accrue on the Settlement Date for all Notes accepted in the Offer, including those tendered by the guaranteed delivery procedures set forth in the Offer to Purchase.

The Offers will expire at 5:00 p.m., New York City time, on January 17, 2018, unless extended or earlier terminated (such date and time, including as extended or earlier terminated, the "Expiration Date"). Notes tendered may be validly withdrawn prior to the Expiration Date, but not thereafter, except as required by applicable law.

Holders validly tendering and not validly withdrawing 2018 Notes at or before the Expiration Date will be entitled to receive U.S.$1,020 per U.S.$1,000 principal amount of the 2018 Notes (the "2018 Purchase Price"), on a date promptly following the Expiration Date (the "Settlement Date") (which date is expected to be January 19, 2018, the second business day after the Expiration Date, but which may change without notice).

Holders validly tendering and not validly withdrawing 2019 Notes at or before the Expiration Date will be entitled to receive U.S.$1,030 per U.S.$1,000 principal amount of the 2019 Notes (the "2019 Purchase Price"), on a date promptly following the Settlement Date.

The settlement date in respect of Notes with respect to which a properly completed and duly executed Notice of Guaranteed Delivery is delivered at or prior to the Expiration Date (to the extent that such Notes are not delivered prior to the Expiration Date) that are accepted by the Purchaser for purchase in the Offers is expected to be January 19, 2018, the second business day following the Expiration Date, but which may change without notice (the "Guaranteed Delivery Settlement Date").

In addition, Holders whose Notes are purchased in the respective Offers will receive accrued and unpaid interest in respect of their purchased Notes from the last interest payment date to, but not including, the Settlement Date. For the avoidance of doubt, accrued interest will cease to accrue on the Settlement Date for all Notes accepted in the Offers, including those tendered by the guaranteed delivery procedures set forth in the Offer to Purchase.

The Offers are conditioned upon, among other things, the completion on terms satisfactory to the Company (the "Financing Condition") of a concurrent offering of senior notes by MARB BondCo PLC ("MARB") and guaranteed by Marfrig Global Foods S.A. ("Marfrig"), the Purchaser and Marfrig Overseas (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.

The obligation of the Purchaser to accept for purchase, and to pay for, Notes validly tendered pursuant to the Offers, or Notes with respect to which a properly completed and duly executed Notice of Guaranteed Delivery is delivered at or prior to the Expiration Date, 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.

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 +1 (212) 269-5550, and others may call U.S. toll-free: +1 (866) 388-7452. 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 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, the Letter of Transmittal and the Notice of Guaranteed Delivery, are also available at www.dfking.com/marfrig .

The Dealer Managers for the 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. The Offers are made only by and pursuant to the terms of the Offer to Purchase and the related Letter of Transmittal, Notice of Guaranteed Delivery and the information in this notice is qualified by reference to the Offer to Purchase and the related Letter of Transmittal and Notice of Guaranteed Delivery. None of the Purchaser, Marfrig, Marfrig Overseas, 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.

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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 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 Purchaser or Marfrig.

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

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José Eduardo de Oliveira Miron
Investor Relations Department
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: (11) 3792-8650/8600          www.marfrig.com.br/ir        e-mail: ir@marfrig.com.br

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SOURCE Marfrig Global Foods S.A.