Marfrig Announces Final Settlement 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.

SÃO PAULO, May 28, 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 final settlement of the Purchaser's previously announced offers 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"), 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 Offers expired at 11:59 p.m., New York City time, on May 23, 2019 (such date and time, the "Expiration Date").

As of the Expiration Date, (i) U.S.$6,288,000 in aggregate principal amount of the 2021 Notes, or approximately 22.59% of the 2021 Notes outstanding, and (ii) U.S.$553,912,000 in aggregate principal amount of the 2023 Notes, or approximately 55.39% of the 2023 Notes outstanding, were validly tendered and not validly withdrawn pursuant to the Offers. This includes (i) U.S.$5,688,000 in aggregate principal amount of the 2021 Notes, or approximately 20.43% of the 2021 Notes outstanding, and (ii) U.S.$553,712,000 in aggregate principal amount of the 2023 Notes, or approximately 55.37% of the 2023 Notes outstanding, that were validly tendered and not validly withdrawn pursuant to the Offers at or prior to 5:00 p.m., New York City time, on May 9, 2019 (the "Early Tender Time"), and an additional (i) U.S.$600,000 in aggregate principal amount of the 2021 Notes, or approximately 2.16% of the 2021 Notes outstanding, and (ii) U.S.$200,000 in aggregate principal amount of the 2023 Notes, or approximately 0.02% of the 2023 Notes outstanding, validly tendered and not validly withdrawn after the Early Tender Time and prior to the Expiration Date. All Notes validly tendered and not validly withdrawn after the Early Tender Time and before the Expiration Date will be accepted and paid in full today, May 28, 2019 (the "Final Settlement Date"). All Notes validly tendered and not validly withdrawn at or prior to the Early Tender Time and accepted for purchase were paid in full by the Purchaser on May 10, 2019 (the "Early Settlement Date").

The table below summarizes the cancellation of the tendered notes in the aggregate amounts listed below, with effect from May 28, 2019:

Holders who validly tendered and did not validly withdraw their 2021 Notes at or prior to the Early Tender Time received U.S.$1,020.00 for each U.S.$1,000 principal amount of the 2021 Notes validly tendered and not validly withdrawn (the "2021 Total Consideration"), which included 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). Holders who validly tendered and did not validly withdraw their 2021 Notes prior to or at the Expiration Date are 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 the Final Settlement Date.

Holders who validly tendered and did not validly withdraw their 2023 Notes at or prior to the Early Tender Time received U.S.$1,040.00 for each U.S.$1,000 principal amount of the 2023 Notes validly tendered and not validly withdrawn (the "2023 Total Consideration"), which included 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). Holders who validly tendered and did not validly withdraw their 2023 Notes prior to or at the Expiration Date are 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.

In addition, (i) Holders whose Notes were purchased in the Offers at or before the Early Tender Time received accrued and unpaid interest in respect of their purchased Notes from the last interest payment date to, but not including, the Early Settlement Date and (ii) Holders whose remaining Notes were purchased in the Offers after the Early Tender Time will receive accrued and unpaid interest in respect of their purchased Notes from the last interest payment date to, but not including, the Final Settlement Date.

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.

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 were:

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 were 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 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.

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 Marfrig, Marfrig Holdings or Marfrig Overseas.

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, Marfrig, Marfrig Holdings and Marfrig Overseas 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, Marfrig, Marfrig Holdings and Marfrig Overseas undertake no obligation to update any of these forward-looking statements.

* * *

Marco Antonio Spada
Investor Relations Department
Marfrig Global Foods S.A.

MARFRIG GLOBAL FOODS S.A.
PUBLIC COMPANY
TAXPAYER ID (CNPJ/MF): 03.853.896/0001-40
(B3: MRFG3)

SOURCE Marfrig Global Foods S.A.

Related Links

http://www.dfking.com/marfrig.com

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