Notice To The Market - Marfrig Announces Tender Results And Settlement Date Of The Cash Tender Offer For Up To U.S.$100.0 Million In Aggregate Principal Amount Of The Outstanding 11.250% Senior Notes Due 2021 And Cash Tender Offer For Up To The 2017 Notes Maximum Tender Amount Of 9.875% Senior Notes Due 2017, In Each Case Of Marfrig Holdings
MARFRIG GLOBAL FOODS S.A., PUBLIC COMPANY, TAXPAYER ID (CNPJ/MF): 03.853.896/0001-40, (BM&FBOVESPA: MRFG3)
SAO PAULO, April 23, 2014 /PRNewswire/ -- Marfrig Global Foods S.A. ("Marfrig"), Marfrig Holdings (Europe) B.V. (the "Issuer"), Banco Bradesco BBI S.A., BTG Pactual US Capital LLC, Deutsche Bank Securities Inc. and Morgan Stanley & Co. LLC (together, the "Dealer Managers") today announced the tender results in connection with, and the expected settlement date of, the Issuer's previously-announced (i) offer by the Issuer to purchase for cash (the "2021 Notes Tender Offer") up to U.S.$100.0 million in aggregate principal amount (the "2021 Notes Maximum Tender Amount") of the outstanding 11.250% Senior Notes due 2021 (the "2021 Notes") of the Issuer, and (ii) offer to purchase for cash (the "2017 Notes Tender Offer" and, together with the 2021 Notes Tender Offer, the "Tender Offers") the outstanding 9.875% Senior Notes due 2017 (the "2017 Notes" and, together with the 2021 Notes, the "Notes") of the Issuer in an aggregate principal amount such that the aggregate principal amount of the 2017 Notes accepted for purchase does not exceed (1) U.S.$130.0 million less (2) the aggregate principal amount of the 2021 Notes validly tendered and accepted for purchase pursuant to the 2021 Notes Tender Offer (the "2017 Notes Maximum Tender Amount"). The Tender Offers were made pursuant to the offer to purchase dated March 25, 2014 (the "Offer to Purchase") and the related letter of transmittal (the "Letter of Transmittal" and, together with the Offer to Purchase, the "Offer Documents"). As previously announced, the expiration date for the Tender Offers was 11:59 p.m., New York City time, on April 22, 2014 (such date and time, the "Expiration Date"). Settlement of the Tender Offers is expected to take place on April 24, 2014 (the "Settlement Date").
As of the Expiration Date, U.S.$57,135,000 in aggregate principal amount of the 2021 Notes, or approximately 14.28% of the 2021 Notes outstanding, had been validly tendered and not withdrawn pursuant to the 2021 Notes Tender Offer, and U.S.$166,040,000 in aggregate principal amount of the 2017 Notes, or approximately 27.67% of the 2017 Notes outstanding, had been validly tendered and not withdrawn pursuant to the 2017 Notes Tender Offer.
The table below summarizes the results of the Tender Offers and the aggregate principal amount of the Notes to remain outstanding:
| Description of Notes |
Aggregate Principal Amount Outstanding |
Maximum Acceptance Limit |
Aggregate Principal Amount Tendered and not Withdrawn Before Expiration Date |
Aggregate Principal Amount Accepted |
Total Consideration1 |
| 11.250% Senior Notes due 2021 (CUSIP / ISIN Nos. 56656UAE2 and N54468AC2/ US56656UAE29 and USN54468AC22) |
U.S.$400.0 million |
U.S.$100.0 million |
U.S.$57,135,000 (14.28%) |
U.S.$57,135,000 |
U.S.$1,075.00 |
| 9.875% Senior Notes due 2017 (CUSIP / ISIN Nos. 56656UAD4 and N54468AB4/ US56656UAD46 and USN54468AB49) |
U.S.$600.0 million |
2017 Notes Maximum Tender Amount2 |
U.S.$165,590,000 (27.60%)3 |
U.S.$72,865,000 |
U.S.$1,050.00 |
| U.S.$450,000 (0.07%) |
U.S.$0.00 |
Not applicable |
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| (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.$35.00 for each U.S.$1,000 principal amount of Notes. In addition, accrued and unpaid interest up to, but not including, the settlement date will be paid. |
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| (2) Equals U.S.$130.0 million less the aggregate principal amount of the 2021 Notes validly tendered and accepted for purchase pursuant to the 2021 Notes Tender Offer. Tendered 2017 Notes were accepted for purchase on a pro rata basis as described in the Offer to Purchase, such that the aggregate principal amount of the 2017 Notes accepted in the 2017 Notes Tender Offer equals the 2017 Notes Maximum Tender Amount. |
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| (3) Aggregate principal amount of 2017 Notes validly tendered (and not withdrawn) at or prior to 5:00 p.m., New York City time, on April 7, 2014. |
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The Information Agent and Tender Agent for the Tender Offers 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: 1-800-967-4604. Additional contact information is set forth below.
| By Mail, Hand or Overnight Courier:
48 Wall Street 22nd Floor New York, NY 10005 USA Attention: Elton Bagley |
By Facsimile Transmission:
(for eligible institutions only)
Confirmation by Telephone +1 212-493-6996 |
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.
The Dealer Managers for the Tender Offers are:
| Banco Bradesco BBI S.A. Av. Paulista, 1450 8th Floor 01310-917 São Paulo, SP Brazil Attn: Fixed Income Division Collect: (212) 888-9145 |
BTG Pactual US Capital LLC 601 Lexington Avenue, 57th Floor New York, NY 10022 United States of America Collect: (212) 293-4600 |
Deutsche Bank Securities Inc. 60 Wall St., 2nd Floor New York, NY 10005 United States of America Attn: Liability Management Group Collect: (212) 250-6429 |
Morgan Stanley & Co. LLC 1585 Broadway New York, NY 10036 United States of America Attn: Liability Management Group Toll free: (800) 624-1808 Collect: (212) 761-1057 |
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 Tender 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 to the Offer to Purchase and the related Letter of Transmittal.
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 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.
IR Contacts:
Av. Chedid Jafet, 222 Bloco A - 3º andar - Vila Olimpia - Sao Paulo - SP – CEP: 04551-065, Tel: (11) 3792-8650/8600, www.marfrig.com.br/ir, e-mail: [email protected]
SOURCE Marfrig Global Foods S.A.
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