Marfrig Announces Expiration 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. 56656UAF9; N54468AD0/ ISIN Nos. US56656UAF93; USN54468AD05) issued, in each case, by Marfrig Holdings (Europe) B.V.

SAO PAULO, Jan. 18, 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") announced today the expiration of the previously announced offers 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 (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 (the "2019 Offer" and, together with the 2018 Offer, the "Offers"), 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 Offers expired at 5:00 P.M., New York City time, on January 17, 2018 (such date and time, the "Expiration Date").

The Purchaser has been advised that, as of the Expiration Date, (i) U.S.$125,204,000 in aggregate principal amount of the 2018 Notes, or approximately 58% of the 2018 Notes outstanding and (ii) U.S.$151,891,000 in aggregate principal amount of the 2019 Notes, or approximately 23% of the 2019 Notes outstanding, have been validly tendered and not validly withdrawn pursuant to the Offers. These amounts exclude U.S.$2,050,000 aggregate principal amount of Notes tendered pursuant to the guaranteed delivery procedures described in the Offer Documents, which remain subject to the Holders' performance of the delivery requirements under such procedures. Subject to the satisfaction or waiver of all remaining conditions to the Offers, the Purchaser expects to accept for purchase all Notes validly tendered and not validly withdrawn at or prior to the Expiration Date.

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

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").  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").  The 2018 Purchase Price and 2019 Purchase Price are expected to be paid 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 may change without notice.

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 22, 2018, the third business day following the Expiration Date, but which may change without notice (the "Guaranteed Delivery Settlement Date").

Holders who have validly tendered and not validly withdrawn their Notes 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, 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 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, including consummation of a concurrent offering of senior notes (the "New Offering") by MARB BondCo PLC ("MARB") and guaranteed by Marfrig, the Purchaser and Marfrig Overseas in a transaction exempt from the registration requirements of the U.S. Securities Act of 1933, as amended (the "Securities Act").

Information Relevant for All Offers
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, 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, 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 thereto.

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 an 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.

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.

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

MARFRIG GLOBAL FOODS S.A.
PUBLIC COMPANY
TAXPAYER ID (CNPJ/MF): 03.853.896/0001-40
(BM&FBOVESPA: MRFG3)

José Eduardo de Oliveira Miron
Investor Relations Department
Marfrig Global Foods S.A.

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: [email protected]

SOURCE Marfrig Global Foods S.A.