Notice To The Market Marfrig Announces Commencement Of Cash Tender Offer For: (I) Any And All Of The Outstanding 11.250% Senior Notes Due 2021 Of Marfrig Holdings (Europe) B.V. (II) The 6.875% Senior Notes Due 2019 And The 8.375% Senior Notes Due 2018 Of Marfrig Holdings (Europe) B.V. And The 9.500% Senior Notes Due 2020 Of Marfrig Overseas Limited

SAO PAULO, Sept. 29, 2015 /PRNewswire/ -- Marfrig Global Foods S.A. ("Marfrig"), Marfrig Holdings (Europe) B.V. ("Marfrig Holdings"), Marfrig Overseas Limited ("Marfrig Overseas"), BB Securities Limited, Banco Bradesco BBI S.A., HSBC Securities (USA) Inc., Morgan Stanley & Co. LLC and Santander Investment Securities Inc. (together, the "Dealer Managers") today announced the commencement of two separate and independent tender offers to purchase for cash from each registered holder (each, a "Holder" and, collectively, the "Holders") (I) by Marfrig Holdings, any and all of its outstanding 11.250% Senior Notes due 2021 (the "2021 Notes") issued under an indenture dated as of September 20, 2013, as supplemented by the supplemental indenture dated as of June 20, 2014 (the "2021 Offer"), and (II) by Marfrig Holdings and Marfrig Overseas, up to U.S.$500.0 million in aggregate consideration amount that both Marfrig Holdings and Marfrig Overseas taken as a whole will accept to incur for purchase (the "Aggregate Offer Limit"), subject to a possible increase of the Aggregate Offer Limit and/or any Series Offer Limit (as defined below) by an aggregate consideration amount of up to U.S.$150.0 million by Marfrig Holdings and Marfrig Overseas, under the circumstances described in the Waterfall Offer to Purchase (as defined below), of (a) the 6.875% Senior Notes due 2019 (the "2019 Notes") issued by Marfrig Holdings under an indenture dated as of June 24, 2014 (the "2019 Offer"), (b) the 8.375% Senior Notes due 2018 (the "2018 Notes") issued by Marfrig Holdings under an indenture dated as of May 9, 2011 (the "2018 Offer") and (c) the 9.500% Senior Notes due 2020 (the "2020 Notes" and, together with the the 2019 Notes and the 2018 Notes, the "Waterfall Notes") issued by Marfrig Overseas under an indenture dated as of May 4, 2010 (the "2020 Offer" and, together with the 2019 Offer and the 2018  Offer, the "Waterfall Offers"), provided, however, that if either the aggregate amount of 2018 Notes validly tendered and not withdrawn or the aggregate amount of 2019 Notes tendered and not withdrawn is less than the Series Offer Limit for such series, the amount remaining in such Series Offer Limit will be applied, in the discretion of Marfrig Holdings and Marfrig Overseas, either to purchase additional Notes in excess of the Series Offer Limit for whatever series is oversubscribed or to purchase 2020 Notes.

The Waterfall Offers and the 2021 Offer are collectively referred to herein as the "Offers" and the 2021 Notes and the Waterfall Notes are collectively referred to herein as the "Notes."

I.          The 2021 Offer

The 2021 Offer is being made by Marfrig Holdings pursuant to the offer to purchase dated September 29, 2015 (the "2021 Offer to Purchase") and the related letter of transmittal (the "2021 Letter of Transmittal" and, together with the 2021 Offer to Purchase, the "2021 Offer Documents"). The principal purpose of the 2021 Offer is to acquire any and all of the outstanding 2021 Notes.

The table below summarizes certain payment terms for each series of Notes:

________________

*  Per U.S.$1,000 principal amount of 2021 Notes. In addition, Holders tendering their 2021 Notes will also receive accrued interest up to, but excluding, the 2021 Early Settlement Date (as defined below) or 2021 Final Settlement Date (as defined below), as applicable.

The 2021 Offer will expire at 11:59 p.m., New York City time, on October 27, 2015, unless extended (such date and time, including as extended or earlier terminated, the "2021 Expiration Date").

The early tender deadline for the offer will be 5:00 p.m., New York City time, on October 13, 2015 (such date and time, including as extended or earlier terminated, the "2021 Early Tender Time"). Holders of the 2021 Notes must validly tender their 2021 Notes at or before the 2021 Early Tender Time in order to be eligible to receive the 2021 Early Tender Payment (as defined below) in addition to the 2021 Purchase Price (as defined below). The notes tendered may be withdrawn prior to 5:00 p.m., New York City time, on October 13, 2015 (such date and time, the "2021 Withdrawal Deadline"), but not thereafter, except as required by applicable law.

Tenders of 2021 Notes made before the 2021 Withdrawal Deadline may be validly withdrawn at any time before the 2021 Withdrawal Deadline, but not thereafter, unless required by applicable law. In addition, Marfrig Holdings may, in its sole discretion subject to applicable law, extend the 2021 Early Tender Time, the 2021 Withdrawal Deadline or the 2021 Expiration Date or, at any time prior to the 2021 Expiration Date, terminate the 2021 Offer. Marfrig Holdings may also extend the 2021 Early Tender Time without extending the 2021 Withdrawal Deadline. Payment of the 2021 Purchase Prices and the 2021 Early Tender Payments will not be made prior to the 2021 Early Settlement Date or 2021 Final Settlement Date, as applicable, the occurrence of which is dependent upon the satisfaction or waiver of the conditions to the 2021 Offer. Therefore, Holders that tender 2021 Notes before the 2021 Withdrawal Deadline could be forced to wait for an extended period of time before receiving payment, if at all, and will not have the ability to withdraw or trade tendered 2021 Notes during that time Marfrig Holdings extends the 2021 Withdrawal Deadline. Unless required by applicable law, 2021 Notes tendered after the 2021 Withdrawal Deadline may not be withdrawn, and Holders that tender such 2021 Notes could be forced to wait for an extended period of time before receiving payment for their 2021 Notes, if at all.

The total consideration for each U.S.$1,000 principal amount of the 2021 Notes is U.S.$970.00 (the "2021 Total Consideration"), which includes 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). The 2021 Early Tender Payment is payable only to Holders who tender and validly deliver their 2021 Notes on or prior to the 2021 Early Tender Time. Holders validly tendering and not withdrawing their 2021 Notes at or before the 2021 Early Tender Time will be eligible to receive the 2021 Total Consideration (including the 2021 Early Tender Payment) on a date promptly following the 2021 Early Tender Time, which date is expected to be one business day after the 2021 Early Tender Time, but which may change without notice (the "Early Settlement Date"). Holders validly tendering their 2021 Notes after the 2021 Early Tender Time and prior to or at the 2021 Expiration Date will be entitled to receive U.S.$940.00 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 a date promptly following the 2021 Expiration Date, which date is expected to be one business day after the 2021 Expiration Date, but which may change without notice (the "2021 Final Settlement Date").

In addition, Holders whose 2021 Notes are purchased in the 2021 Offer will receive accrued and unpaid interest in respect of their purchased 2021 Notes from the last interest payment date to, but not including, (i) in the case of any 2021 Notes accepted for purchase at or before the 2021 Early Tender Time, the 2021 Early Settlement Date and (ii) in the case of any remaining 2021 Notes accepted for purchase after the 2021 Early Tender Time, the 2021 Final Settlement Date, as the case may be.

The obligation of Marfrig Holdings to accept for purchase, and to pay for, the 2021 Notes validly tendered pursuant to the 2021 Offer is subject to, and conditioned upon, the satisfaction or waiver of certain conditions as set forth in the 2021 Offer Documents, in the sole discretion of Marfrig Holdings.

II.         The Waterfall Offers

The Waterfall Offers are being made by Marfrig Holdings and Marfrig Overseas pursuant to the offer to purchase dated September 29, 2015 (the "Waterfall Offer to Purchase") and the related letter of transmittal (the "Waterfall Letter of Transmittal" and, together with the Offer to Purchase, the "Waterfall Offer Documents"). The principal purpose of the Waterfall Offers is to acquire up to the Aggregate Offer Limit of the outstanding Notes (subject to a possible increase of the Aggregate Offer Limit and/or any Series Offer Limit (as defined below) by an aggregate consideration amount of up to U.S.$150.0 million by Marfrig Holdings and Marfrig Overseas, under the circumstances described in the Waterfall Offer to Purchase), subject to the applicable Acceptance Priority Level and Series Offer Limits (as defined below).

In addition to the Aggregate Offer Limit, each Waterfall Offer with respect to an individual series of Waterfall Notes will be subject to a limit on the aggregate amount of Waterfall Notes of such series that will be purchased by Marfrig Holdings or Marfrig Overseas, as applicable, that does not exceed the series offer limit specified for such series of Waterfall Notes listed in the Waterfall Offer to Purchase (for each series of Waterfall Notes, the "Series Offer Limit").

The table below summarizes certain payment terms for each series of Waterfall Notes:

________________

*  Per U.S.$1,000 principal amount of Waterfall Notes. In addition, Holders tendering their Notes will also receive accrued interest up to, but excluding, the Waterfall Settlement Date (as defined below).

Marfrig Holdings and Marfrig Overseas reserve the right, but are under no obligation, to increase the Aggregate Offer Limit and/or any Series Offer Limit by an aggregate consideration amount of up to U.S.$150.0 million in their sole discretion and apply such additional amount to increase any or all of the Series Offer Limit of any series of Waterfall Notes and purchase a greater amount of Waterfall Notes of any series in the Waterfall Offers. There can be no assurance that Marfrig Holdings and Marfrig Overseas will exercise their right to increase either the Aggregate Offer Limit or any of the Series Offer Limits.

The Waterfall Offers will expire at 11:59 p.m., New York City time, on October 27, 2015, unless extended or earlier terminated (such date and time, including as extended or earlier terminated, the "Waterfall Expiration Date"). The early tender deadline for each of the Waterfall Offers will be 5:00 p.m., New York City time, on October 13, 2015 (such date and time, including as extended or earlier terminated, the "Waterfall Early Tender Time"). Holders of the Waterfall Notes must validly tender their Waterfall Notes at or before the Waterfall Early Tender Time in order to be eligible to receive the applicable Early Tender Payment (as defined below) in addition to the applicable purchase price defined below. Waterfall Notes tendered may be withdrawn prior to 5:00 p.m., New York City time, on October 13, 2015 (such date and time, the "Waterfall Withdrawal Deadline"), but not thereafter, except as required by applicable law.

The total consideration for each U.S.$1,000 principal amount of the 2019 Notes is U.S.$865.00 (the "2019 Total Consideration"), which includes an early tender payment of U.S.$30.00 per U.S.$1,000 principal amount of the 2019 Notes (the "2019 Early Tender Payment") and the 2019 Purchase Price (as defined below). The 2019 Early Tender Payment is payable only to Holders who tender and validly deliver their 2019 Notes on or prior to the Waterfall Early Tender Time. Holders validly tendering and not withdrawing 2019 Notes at or before the Waterfall Early Tender Time will be eligible to receive the 2019 Total Consideration (including the 2019 Early Tender Payment) on a date promptly following the Waterfall Expiration Date, which date is expected to be within one business day after the Waterfall Expiration Date, but which may change without notice (the "Waterfall Settlement Date"). Holders validly tendering their 2019 Notes after the Waterfall Early Tender Time and prior to or at the Waterfall Expiration Date will be entitled to receive U.S.$835.00 per U.S.$1,000 principal amount of the 2019 Notes (the "2019 Purchase Price"), namely an amount equal to the 2019 Total Consideration less the 2019 Early Tender Payment, on the Waterfall Settlement Date.

The total consideration for each U.S.$1,000 principal amount of the 2018 Notes is U.S.$937.50 (the "2018 Total Consideration"), which includes an early tender payment of U.S.$30.00 per U.S.$1,000 principal amount of the 2018 Notes (the "2018 Early Tender Payment") and the 2018 Purchase Price (as defined below). The 2018 Early Tender Payment is payable only to Holders who tender and validly deliver their 2018 Notes on or prior to the Waterfall Early Tender Time. Holders validly tendering and not withdrawing 2018 Notes at or before the Waterfall Early Tender Time will be eligible to receive the 2018 Total Consideration (including the 2018 Early Tender Payment) on the Waterfall Settlement Date. Holders validly tendering their 2018 Notes after the Waterfall Early Tender Time and prior to or at the Waterfall Expiration Date will be entitled to receive U.S.$907.50 per U.S.$1,000 principal amount of the 2018 Notes (the "2018 Purchase Price"), namely an amount equal to the 2018 Total Consideration less the 2018 Early Tender Payment, on the Waterfall Settlement Date.

The total consideration for each U.S.$1,000 principal amount of the 2020 Notes is U.S.$980.00 (the "2020 Total Consideration"), which includes an early tender payment of U.S.$30.00 per U.S.$1,000 principal amount of the 2020 Notes (the "2020 Early Tender Payment") and the 2020 Purchase Price (as defined below). The 2020 Early Tender Payment is payable only to Holders who tender and validly deliver their 2020 Notes on or prior to the Waterfall Early Tender Time. Holders validly tendering and not withdrawing 2020 Notes at or before the Waterfall Early Tender Time will be eligible to receive the 2020 Total Consideration (including the 2020 Early Tender Payment) on the Waterfall Settlement Date. Holders validly tendering their 2020 Notes after the Waterfall Early Tender Time and prior to or at the Waterfall Expiration Date will be entitled to receive U.S.$950.00 per U.S.$1,000 principal amount of the 2020 Notes (the "2020 Purchase Price"), namely an amount equal to the 2020 Total Consideration less the 2020 Early Tender Payment, on the Waterfall Settlement Date.

In addition, Holders whose Waterfall Notes are purchased in the Waterfall Offers will receive accrued and unpaid interest in respect of their purchased Waterfall Notes from the last interest payment date to, but not including, the Settlement Date. There is no "early settlement date" with respect to the Waterfall Notes regardless of whether such Waterfall Notes were tendered at or prior to the Waterfall Early Tender Time.

Waterfall Notes validly tendered and not withdrawn prior to the Waterfall Withdrawal Deadline will be purchased by Marfrig Holdings or Marfrig Overseas, as the case may be, in accordance with the acceptance priority levels indicated for each series of Waterfall Notes listed in the Waterfall Offer to Purchase (for each series of Notes, the "Acceptance Priority Level").

If the aggregate amount of all Waterfall Notes validly tendered and not withdrawn prior to the Waterfall Withdrawal Deadline exceeds the Aggregate Offer Limit (i.e., U.S.$500.0 million), Marfrig Holdings and Marfrig Overseas will only accept for purchase a number of Waterfall Notes such that the aggregate amount of such Waterfall Notes does not exceed the Aggregate Offer Limit (subject to a possible increase of the Aggregate Offer Limit and/or any Series Offer Limit by an aggregate consideration amount of up to U.S.$150.0 million by Marfrig Holdings and Marfrig Overseas, in their sole discretion, under the circumstances described in the Waterfall Offer to Purchase). In such event, Marfrig Holdings and Marfrig Overseas will accept Waterfall Notes for purchase in accordance with the Acceptance Priority Level set forth for each series of Waterfall Notes in the Waterfall Offer to Purchase. All Waterfall Notes validly tendered and not withdrawn of any series having a higher Acceptance Priority Level (with "1" being the highest Acceptance Priority Level) will be accepted for purchase before any Waterfall Notes of a series having a lower Acceptance Priority Level will be accepted for purchase. As an illustration, all 2019 Notes, which have an Acceptance Priority Level of 1, that are validly tendered and not withdrawn will be accepted for purchase before any 2018 Notes, which have an Acceptance Priority Level of 2 will be accepted for purchase and if, after accepting for purchase some or all of the 2019 Notes validly tendered and not withdrawn prior to the Expiration Time, the Aggregate Offer Limit has been reached, then no Waterfall Notes of any series with an Acceptance Priority Level of 2 or below will be accepted for purchase.

If either the aggregate amount of 2018 Notes validly tendered and not withdrawn or the aggregate amount of 2019 Notes validly tendered and not withdrawn is less than the Series Offer Limit for such series, the amount remaining in such Series Offer Limit will be applied, in the discretion of Marfrig Holdings and Marfrig Overseas, either to purchase additional Waterfall Notes in excess of the Series Offer Limit for whatever series is oversubscribed or to purchase 2020 Notes.

With respect to Waterfall Notes of the series with the lower Acceptance Priority Level at which some, but not all, Waterfall Notes may be accepted for purchase without the aggregate amount of all Waterfall Notes accepted for purchase exceeding the Aggregate Offer Limit, Marfrig Holdings and Marfrig Overseas may, in their sole discretion, accept for purchase in full, subject to the applicable Series Offer Limit, the Waterfall Notes of such series that are validly tendered and not withdrawn prior to the Waterfall Withdrawal Deadline if such acceptance would not cause Marfrig Holdings and Marfrig Overseas to exceed the Aggregate Offer Limit. In any case, Marfrig Holdings and Marfrig Overseas will not accept valid tenders of Waterfall Notes in respect of any series of Waterfall Notes with a lower Acceptance Priority Level than such series.

Before calculating whether the aggregate amount of all Waterfall Notes validly tendered and not withdrawn would exceed the Aggregate Offer Limit (subject to a possible increase of the Aggregate Offer Limit and/or any Series Offer Limit by an aggregate consideration amount of up to U.S.$150.0 million by Marfrig Holdings and Marfrig Overseas, under the circumstances described in the Waterfall Offer to Purchase), Marfrig Holdings and Marfrig Overseas will apply the Series Offer Limits to the amount of Waterfall Notes validly tendered and not withdrawn of each series of Waterfall Notes, as described more fully below. In the event that the amount of Waterfall Notes of a particular series that are validly tendered and not withdrawn in the Waterfall Offers exceeds the Series Offer Limit with respect to such series, for purposes of applying the Aggregate Offer Limit as described above, only an amount of Waterfall Notes of such series without exceeding the Series Offer Limit will be included in the calculation of the aggregate face amount of all Notes validly tendered and not withdrawn prior to the Waterfall Withdrawal Deadline.

If more than the Aggregate Offer Limit of Waterfall Notes (subject to a possible increase of the Aggregate Offer Limit and/or any Series Offer Limit by an aggregate consideration amount of up to U.S.$150.0 million by Marfrig Holdings and Marfrig Overseas, under the circumstances described in the Waterfall Offer to Purchase) is validly tendered and not withdrawn prior to the Waterfall Withdrawal Deadline, Marfrig Holdings or Marfrig Overseas, as the case may be, will purchase a pro rata amount of Waterfall Notes within each series of Waterfall Notes from each tendering Holder, subject to the Acceptance Priority Level, so that Marfrig Holdings and Marfrig Overseas would purchase no more than the Aggregate Offer Limit of Notes (subject to a possible increase of the Aggregate Offer Limit and/or any Series Offer Limit by an aggregate consideration amount of up to U.S.$150.0 million by Marfrig Holdings and Marfrig Overseas, under the circumstances described in the Waterfall Offer to Purchase). In such event, the number of Waterfall Notes that Marfrig Holdings and Marfrig Overseas will purchase from each tendering Holder will be subject to prorationing based on the number of Waterfall Notes of each series validly tendered and not withdrawn by all tendering Holders prior to the Waterfall Withdrawal Deadline. Marfrig Holdings and Marfrig Overseas will calculate the proration factor for all Waterfall Notes of each series by dividing (x) the aggregate amount of Waterfall Notes of each series that will be accepted for purchase by (y) the aggregate amount of Waterfall Notes of such series that were validly tendered and not withdrawn prior to the Waterfall Withdrawal Deadline. In each case, Marfrig Holdings and Marfrig Overseas will not accept valid tenders of Waterfall Notes in respect of any series of Waterfall Notes with a lower Acceptance Priority Level than such series. In the event that, after application of the proration factor described above, (i) the number of Waterfall Notes that Marfrig Holdings and Marfrig Overseas would purchase from a Holder includes a fractional Waterfall Note, Marfrig Holdings and Marfrig Overseas will round the number of Waterfall Notes that they will purchase from such Holder down to the nearest whole Waterfall Note or (ii) the resultant amount is not in an integral multiple authorized for such series of Waterfall Notes, Marfrig Holdings and Marfrig Overseas will round the amount down to the nearest authorized integral multiple for the applicable series of Waterfall Notes.

The obligation of Marfrig Holdings and Marfrig Overseas to accept for purchase, and to pay for, Waterfall Notes validly tendered pursuant to the Waterfall Offers is subject to, and conditioned upon, the satisfaction or waiver of certain conditions as set forth in the Waterfall Offer Documents, in the sole discretion of Marfrig Holdings or Marfrig Overseas, as applicable.

III.        Information relevant for all Offers

Marfrig has consented to Marfrig Holdings and Marfrig Overseas making the 2021 Offer and the Waterfall Offer, as applicable.

No guaranteed delivery procedures are being offered in connection with the Offers. Holders must tender their Notes at or prior to the applicable Early Tender Time or Expiration Date in order to participate and receive the relevant Purchase Prices or Total Consideration, as applicable.

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: 866-388-7452. Additional contact information is set forth below.

Any questions or requests for assistance in relation to the 2021 Offer Documents and the Waterfall 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 any of the Offers.  Requests for additional copies of the 2021 Offer Documents and the Waterfall Offer Documents may be directed to the Information and Tender Agent at the addresses and telephone numbers set forth above. Documents relating to the Offers, including the relevant Offer to Purchase and Letter of Transmittal, 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. Each of the Offers is made only by and pursuant to the terms of the applicable Offer to Purchase and the related Letter of Transmittal, and the information in this notice is qualified by reference to the applicable Offer to Purchase and the related Letter of Transmittal. None of Marfrig Holdings, Marfrig Overseas, Marfrig, the Dealer Managers or the Information and Tender Agent makes any recommendations as to whether holders should tender their Notes pursuant to the Offers.

* * *

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 Holdings, Marfrig Overseas 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 Marfrig Holdings, Marfrig Overseas 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.

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

* * *

Marcelo Di Lorenzo
Vice-President of Strategic Planning and Investor Relations Officer
Marfrig Global Foods S.A.

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

SOURCE Marfrig Global Foods S.A.

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