Marfrig Overseas Limited and Marfrig Alimentos S.A. Announce Receipt of Requisite Consents in Their Consent Solicitation
SAO PAULO, March 26 /PRNewswire/ -- Marfrig Overseas Limited (the "Issuer") and Marfrig Alimentos S.A. ("Marfrig") solicited consents (the "Consent Solicitation"), upon the terms and subject to the conditions set forth in the Consent Solicitation Statement dated March 16, 2010 (the "Consent Solicitation Statement") and in the related Consent Letter (the "Consent Letter"), from the holders (the "Holders") of the Issuer's U.S.$375,000,000 9.625% Senior Notes due 2016 (the "Notes"), guaranteed by Marfrig, to (i) amend certain of the restrictive covenants and definitions relating thereto of the indenture, dated as of November 16, 2006, among the Issuer, Marfrig and The Bank of New York Mellon (the "Trustee")(the "Indenture"), governing the Notes (the "Proposed Amendments") and (ii) waive any past non-compliance by the Issuer, Marfrig and its restricted subsidiaries with certain covenants under the Indenture that would otherwise be permitted by the Proposed Amendments (the "Waiver").
The Issuer has been advised that, as of 5:00 p.m., New York City time, on March 25, 2010 (the "Expiration Time"), of the U.S.$375,000,000 in aggregate principal amount of Notes outstanding, more than the majority of the outstanding Notes, had been validly tendered and not validly withdrawn pursuant to the Consent Solicitation.
Accordingly, the Issuer has received the required consents to execute a supplemental indenture (the "Supplemental Indenture") to the Indenture, pursuant to which the Notes were issued, implementing the Proposed Amendments and Waiver relating to the Notes as described in the Consent Solicitation Statement. The Issuer, Marfrig, Uniao Frederiquense Participacoes Ltda., Marfrig Holdings (Europe) BV, Seara Alimentos S.A. and the Trustee have executed the Supplemental Indenture (the time of such execution, the "Effective Time") and the Proposed Amendments and Waiver will become operative on the date that all Consent Fees have been paid. Since the Effective Time has occurred, Holders may not validly revoke their Consents. The Issuer intends to pay the Consent Fees to the holders of Notes that validly delivered their Consent Letters and granted their Consents on or about Thursday, April 1st, 2010.
The Information Agent for the Consent Solicitation was:
D.F. King & Co., Inc. |
|
48 Wall Street |
|
22nd Floor |
|
New York, New York 10005 |
|
Banks and Brokers call: (212) 269-5550 (collect) |
|
All others call tollfree: (800) 290-6429 |
|
Email: [email protected] |
|
Any questions or requests for assistance or for additional copies of the Solicitation Statement, the Consent Letter or related documents may be directed to the Information Agent at its telephone number set forth above. A Holder also may contact the Solicitation Agent at the telephone number set forth below or such Holder's broker, dealer, commercial bank, trust company or other nominee for assistance concerning the Consent Solicitation.
The Solicitation Agent for the Consent Solicitation was:
Credit Suisse |
|
Credit Suisse Securities (USA) LLC |
|
Attn: Liability Management Group |
|
Eleven Madison Avenue |
|
New York, New York 10010 |
|
Collect: (212) 538-2147 |
|
U.S. Toll Free: (800) 820-1653 |
|
THIS PRESS RELEASE IS NOT A SOLICITATION OF CONSENTS WITH RESPECT TO ANY NOTES. THE CONSENT SOLICITATION IS BEING MADE SOLELY BY THE CONSENT SOLICITATION STATEMENT.
The Consent Solicitation is only being made pursuant to the Consent Solicitation Materials. The Consent Solicitation is not being made to Holders of Notes in any jurisdiction in which the making of the Consent Solicitation or the acceptance of Consents would not be in compliance with the laws of such jurisdiction. The Consent Solicitation is not being made, directly or indirectly, in, or extended to any person (natural or legal) resident in, the Republic of Italy. The Consent Solicitation and the Consent Solicitation Materials have not been submitted to the clearance procedure of the Commissione Nazionale per le Societa e la Borsa (CONSOB) pursuant to Italian laws and regulations. Accordingly, the Consent Solicitation Materials may not be distributed or made available in the Republic of Italy. Restrictions on the Consent Solicitation may also apply in other jurisdictions. The Consent Solicitation is not being made to, and Consents by Holders will not be accepted from, any person in any jurisdiction that requires that the Consent Solicitation or the distribution of the Consent Solicitation Statement and the Consent Letter be made by a licensed broker or dealer.
Forward-Looking Statements
This press release contains forwardlooking statements. Forwardlooking statements involve uncertainties, risks and assumptions, since these statements include information concerning Marfrig's possible or assumed future results of operations, business strategies, financing plans, competitive position, industry environment, potential growth opportunities, the effects of future regulation and the effects of competition. Forwardlooking statements speak only as of the date they were made, and Marfrig undertakes no obligation to update publicly or to revise any forwardlooking statements after the date hereof because of new information, future events or other factors. In light of the risks and uncertainties described above, the forwardlooking events and circumstances discussed herein might not occur and are not guarantees of future performance. Marfrig's actual results and performance could differ substantially from those anticipated in its forward-looking statements.
SOURCE Marfrig Overseas Limited
Share this article