NOTICE TO THE MARKET: Marfrig Announces Commencement of: Offer to Purchase for Cash Any and All of the Outstanding 9.625% Senior Notes due 2016 issued by Marfrig Overseas Limited and 9.875% Senior Notes due 2017 issued by Marfrig Holdings (Europe) B.V. and Offer to Purchase for Cash Up to the 2018 and 2020 Offer Limit of the Outstanding 8.375% Senior Notes due 2018 issued by Marfrig Holdings (Europe) B.V. and 9.500% Senior Notes due 2020 issued by Marfrig Overseas Limited and Solicitation of Consents for Amendments to the Indenture of the Outstanding 8.375% Senior Notes due 2018

SAO PAULO, May 23, 2016 /PRNewswire/ -- Marfrig Global Foods S.A. ("Marfrig"), Marfrig Holdings (Europe) B.V. ("Marfrig Holdings" or the "Purchaser"), Marfrig Overseas Limited ("Marfrig Overseas" and together with Marfrig Holdings, the "Issuers"), HSBC Securities (USA) Inc., BB Securities Limited, Banco Bradesco BBI S.A., Morgan Stanley & Co. LLC and Santander Investment Securities Inc. (together, the "Dealer Managers and Solicitation Agents") today announced the commencement of an offer by the Purchaser to purchase for cash from each registered holder (each, a "Holder" and, collectively, the "Holders") (1) any and all of the outstanding 9.625% Senior Notes due 2016 (the "2016 Notes") issued by Marfrig Overseas (the "2016 Offer"), (2) any and all of the outstanding 9.875% Senior Notes due 2017 (the "2017 Notes") issued by Marfrig Holdings (the "2017 Offer") and (3) up to the 2018 and 2020 Offer Limit (as defined below) of (i) the outstanding 8.375% Senior Notes due 2018 (the "2018 Notes") issued by Marfrig Holdings (the "2018 Offer") and (ii) the outstanding 9.500% Senior Notes due 2020 (the "2020 Notes" and, together with the 2016 Notes, the 2017 Notes and the 2018 Notes, the "Notes") issued by Marfrig Overseas (the "2020 Offer" and, together with the 2016 Offer, the 2017 Offer and the 2018 Offer, the "Offers").

The combined aggregate cash amount to be spent by the Purchaser in connection with the 2018 Offer and 2020 Offer shall be subject to a limit (the "2018 and 2020 Offer Limit") equivalent to the difference between U.S.$500.0 million and the aggregate cash amount spent by the Purchaser on the acquisition of the outstanding 2016 Notes and 2017 Notes validly tendered and not validly withdrawn on or prior to the Early Tender Time and accepted by the Purchaser for purchase on the Early Settlement Date (as defined below). The Purchaser reserves the right, but is under no obligation, to increase the 2018 and 2020 Offer Limit in its sole discretion and apply such additional amount to purchase a greater amount of 2018 Notes and 2020 Notes. There can be no assurance that the Purchaser will exercise its right to increase the 2018 and 2020 Offer Limit.

The Offers are being made by the Purchaser pursuant to the offer to purchase and consent solicitation statement dated May 23, 2016 (the "Statement") and the related consent and letter of transmittal (the "Letter of Transmittal" and, together with the Statement, the "Offer Documents"). The principal purpose of the Offers is to acquire for cash (1) any and all of the outstanding 2016 Notes, (2) any and all of the outstanding 2017 Notes, and (3) up to the 2018 and 2020 Offer Limit in aggregate cash amount of (i) the outstanding 2018 Notes, and (ii) the outstanding 2020 Notes, and to obtain Consents (as defined below) to authorize the Proposed Amendments to eliminate substantially all of the restrictive covenants and certain of the events of default contained in the 2018 Indenture.

In conjunction with the 2018 Offer, Marfrig Holdings is soliciting (the "Solicitation"), consents (the "Consents") to proposed amendments (the "Proposed Amendments") to the 2018 Notes and the indenture dated May 9, 2011 (as amended and supplemented, the "2018 Indenture") among Marfrig Holdings, Marfrig Global Foods S.A., Marfrig Overseas, The Bank of New York Mellon as trustee, registrar, transfer agent and New York paying agent (the "Trustee"), The Bank of New York Mellon Trust (Japan), Ltd., as principal paying agent (the "Paying Agent"), and The Bank of New York Mellon (Luxembourg) S.A. as Luxembourg special paying agent and transfer agent (the "Luxembourg Paying Agent"), under which the 2018 Notes were issued, providing for, among other things, elimination of substantially all restrictive covenants and certain of the events of default contained in the 2018 Indenture. If less than all of the 2018 Notes validly tendered are accepted for purchase, the Proposed Amendments and the 2018 Supplemental Indenture (as defined below) will not become effective, but Holders of such 2018 Notes will receive the 2018 Purchase Price or 2018 Total Consideration, as applicable.

Any and all 2016 Notes and 2017 Notes validly tendered and not validly withdrawn prior to the Withdrawal Deadline (as defined below) will be purchased by the Purchaser. Subject to the 2018 and 2020 Offer Limit, 2018 Notes and 2020 Notes validly tendered and not validly withdrawn prior to the Withdrawal Deadline will be purchased by the Purchaser in accordance with the acceptance priority levels indicated for each series of Notes listed in the Statement (for each series of Notes, the "Acceptance Priority Level"). If the aggregate amount of all 2018 Notes and 2020 Notes that is validly tendered and not validly withdrawn prior to the Withdrawal Deadline exceeds the 2018 and 2020 Offer Limit, the Purchaser will only accept for purchase a number of 2018 Notes and 2020 Notes such that the aggregate amount of such 2018 Notes and 2020 Notes does not exceed the 2018 and 2020 Offer Limit (subject to a possible increase of the 2018 and 2020 Offer Limit by the Purchaser, in its sole discretion, under the circumstances described in the Statement). In such event, the Purchaser will accept for purchase all 2018 Notes validly tendered and not withdrawn before accepting for purchase any 2020 Notes. If 2018 Notes and/or 2020 Notes are validly tendered in an aggregate amount in excess of the 2018 and 2020 Offer Limit, such tendered Notes will be subject to proration.

The table below summarizes certain payment terms of the Offers and the Solicitation:

____________________

*              Per U.S.$1,000 principal amount of Notes.

The Offers and the Solicitation will expire at 11:59 P.M., New York City time, on June 20, 2016, unless extended or earlier terminated (such date and time, including as extended or earlier terminated, the "Expiration Date"). The early tender deadline for each of the Offers will be 5:00 P.M., New York City time, on June 6, 2016 (such date and time, including as extended or earlier terminated, the "Early Tender Time"). Holders of the 2016 notes, 2017 Notes and 2020 Notes must validly tender their Notes at or before the Early Tender Time in order to be eligible to receive the applicable Early Tender Payment in addition to the applicable Purchase Price. Holders of the 2018 Notes must validly tender their Notes and provide their consents at or before the Early Tender Time in order to be eligible to receive the Early Tender Payment in addition to the 2018 Purchase Price (as defined below). The Notes tendered may be validly withdrawn at any time at or prior to 5:00 p.m., New York City time, on June 6, 2016 (such date and time, including as extended, the "Withdrawal Deadline"), but not thereafter, except as required by applicable law.

The total consideration for each U.S.$1,000 principal amount of the 2016 Notes is U.S.$1,029.00 (the "2016 Total Consideration"), which includes an early tender payment of U.S.$30.00 per U.S.$1,000 principal amount of the 2016 Notes (the "2016 Early Tender Payment") and the 2016 Purchase Price (as defined below). The 2016 Early Tender Payment is payable only to Holders who tender and validly deliver their 2016 Notes on or prior to the Early Tender Time. Holders validly tendering and not withdrawing 2016 Notes at or before the Early Tender Time will be eligible to receive the 2016 Total Consideration (including the 2016 Early Tender Payment) on a date promptly following the Early Tender Time, which date is expected to be within two business days after the Early Tender Time, but which may change without notice (the "Early Settlement Date"). Holders validly tendering their 2016 Notes after the Early Tender Time and prior to or at the Expiration Date will be entitled to receive U.S.$999.00 per U.S.$1,000 principal amount of the 2016 Notes (the "2016 Purchase Price"), namely an amount equal to the 2016 Total Consideration less the 2016 Early Tender Payment, on a date promptly following the Expiration Date, which date is expected to be within one business day after the Expiration Date, but which may change without notice (the "Final Settlement Date"). In addition, Holders whose 2016 Notes are purchased in the 2016 Offer will receive accrued and unpaid interest in respect of their purchased 2016 Notes from the last interest payment date to, but not including, (i) in the case of any 2016 Notes accepted for purchase at or before the Early Tender Time, the Early Settlement Date, and (ii) in the case of any 2016 Notes accepted for purchase after the Early Tender Time, the Final Settlement Date, as the case may be.

The total consideration for each U.S.$1,000 principal amount of the 2017 Notes is U.S.$1,049.38 (the "2017 Total Consideration"), which includes an early tender payment of U.S.$30.00 per U.S.$1,000 principal amount of the 2017 Notes (the "2017 Early Tender Payment") and the 2017 Purchase Price (as defined below). The 2017 Early Tender Payment is payable only to Holders who tender and validly deliver their 2017 Notes on or prior to the Early Tender Time. Holders validly tendering and not withdrawing 2017 Notes at or before the Early Tender Time will be eligible to receive the 2017 Total Consideration (including the 2017 Early Tender Payment) on the Early Settlement Date. Holders validly tendering their 2017 Notes after the Early Tender Time and prior to or at the Expiration Date will be entitled to receive U.S.$1,019.38 per U.S.$1,000 principal amount of the 2017 Notes (the "2017 Purchase Price"), namely an amount equal to the 2017 Total Consideration less the 2017 Early Tender Payment, on the Final Settlement Date. In addition, Holders whose 2017 Notes are purchased in the 2017 Offer will receive accrued and unpaid interest in respect of their purchased 2017 Notes from the last interest payment date to, but not including, (i) in the case of any 2017 Notes accepted for purchase at or before the Early Tender Time, the Early Settlement Date, and (ii) in the case of any 2017 Notes accepted for purchase after the Early Tender Time, the Final Settlement Date, as the case may be.

The total consideration for each U.S.$1,000 principal amount of the 2018 Notes is U.S.$1,060.00 (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 and Consents on or prior to the Early Tender Time. Holders validly tendering and not withdrawing 2018 Notes and Consents at or before the Early Tender Time will be eligible to receive the 2018 Total Consideration (including the 2018 Early Tender Payment) on the Early Settlement Date. Holders validly tendering their 2018 Notes and Consents after the Early Tender Time and prior to or at the Expiration Date will be entitled to receive U.S.$1,030.00 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 Final Settlement Date. In addition, Holders whose 2018 Notes are purchased in the 2018 Offer will receive accrued and unpaid interest in respect of their purchased 2018 Notes from the last interest payment date to, but not including, (i) in the case of any 2018 Notes accepted for purchase at or before the Early Tender Time, the Early Settlement Date, and (ii) in the case of any 2018 Notes accepted for purchase after the Early Tender Time, the Final Settlement Date, as the case may be.

The total consideration for each U.S.$1,000 principal amount of the 2020 Notes is U.S.$1,031.67 (the "2020 Total Consideration" and, together with the 2016 Total Consideration, the 2017 Total Consideration and the 2018 Total Consideration, the "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, together with the 2016 Early Tender Payment, the 2017 Early Tender Payment and the 2018 Early Tender Payment, the "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 Early Tender Time. Holders validly tendering and not withdrawing 2020 Notes at or before the Early Tender Time will be eligible to receive the 2020 Total Consideration (including the 2020 Early Tender Payment) on the Early Settlement Date. Holders validly tendering their 2020 Notes after the Early Tender Time and prior to or at the Expiration Date will be entitled to receive U.S.$1,001.67 per U.S.$1,000 principal amount of the 2020 Notes (the "2020 Purchase Price" and, together with the 2016 Purchase Price, the 2017 Purchase Price and the 2018 Purchase Price, the "Purchase Prices"), namely an amount equal to the 2020 Total Consideration less the 2020 Early Tender Payment, on the Final Settlement Date. In addition, Holders whose 2020 Notes are purchased in the 2020 Offer will receive accrued and unpaid interest in respect of their purchased 2020 Notes from the last interest payment date to, but not including, (i) in the case of any 2020 Notes accepted for purchase at or before the Early Tender Time, the Early Settlement Date, and (ii) in the case of any 2020 Notes accepted for purchase after the Early Tender Time, the Final Settlement Date, as the case may be.

Holders may not tender their 2018 Notes without delivering their Consents to the Proposed Amendments and to the execution and delivery of the 2018 Supplemental Indenture pursuant to the Solicitation and may not deliver Consents to the Proposed Amendments and the execution and delivery of the 2018 Supplemental Indenture without tendering their 2018 Notes pursuant to the Offers.  Holders that validly tender their 2018 Notes pursuant to the Offers will be considered to have validly delivered their Consents.

The delivery of the Consents of Holders representing at least a majority in aggregate principal amount outstanding of the 2018 Notes is required to authorize the Proposed Amendments (the "Required Consents"). The Purchaser will only accept 2018 Notes for purchase if the Required Consents to authorize the Proposed Amendments are validly delivered and not validly revoked. Assuming that the Required Consents to authorize the Proposed Amendments are validly delivered and not validly revoked, it is expected that Marfrig Holdings, Marfrig, Marfrig Overseas and the Trustee will execute a supplemental indenture with respect to the 2018 Indenture (the "2018 Supplemental Indenture") providing for the Proposed Amendments after the Required Consents have been obtained; provided however, that the 2018 Supplemental Indenture and the Proposed Amendments will not be effective and operative until the Final Settlement Date and that, if less than all of the 2018 Notes validly tendered are accepted for payment, the 2018 Offer shall continue but the Proposed Amendments and the 2018 Supplemental Indenture will not become effective. If the Proposed Amendments become operative, any 2018 Notes remaining outstanding after that date will no longer be entitled to the benefit of substantially all of the restrictive covenants and certain of the events of default contained in the 2018 Notes.

If the 2018 and 2020 Offer Limit is fully subscribed as of the Early Tender Time, Holders who validly tender 2018 Notes or 2020 Notes following the Early Tender Time but on or prior to the Expiration Date will not have any of their 2018 Notes or 2020 Notes accepted for purchase, subject, however, to a possible increase of the 2018 and 2020 Offer Limit by the Purchaser in its sole discretion.

The Offers and the Solicitation are conditioned upon, among other things, the pricing on terms satisfactory to the Company (the "Financing Condition") of a concurrent offering of senior notes by Marfrig Holdings and guaranteed by the Company and Marfrig Overseas (the "New Notes") to be sold in an offering exempt from the registration requirements of the U.S. Securities Act of 1933, as amended (the "Securities Act") (the "New Offering"). No assurance can be given that the New Offering will be priced on the terms currently envisioned or at all. The New Offering is not conditioned upon the completion of the Offers or the Solicitation. The 2016 Offer, the 2017 Offer and the 2020 Offer are not conditioned on any minimum participation by the Holders. The 2018 Offer is conditioned to the minimum participation necessary to consummate the Solicitation.  Additional conditions to the Offers and the Solicitation are described under "Conditions to the Offer and Solicitation" in the Statement.

Marfrig and Marfrig Overseas have consented to the Purchaser making the Offers and the Solicitation described in the Statement.

Information Relevant for All Offers

The Information and Tender Agent for the Offers and the Solicitation 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) 796-1290. Additional contact information is set forth below.

Any questions or requests for assistance in relation to the Offers and Solicitation may be directed to the Dealer Managers and Solicitation Agents at their respective telephone numbers set forth below or such Holder's broker, dealer, commercial bank, trust company or other nominee for assistance concerning the Offers.

Documents relating to the Offers, including the Statement and the Letter of Transmittal, are also available at www.dfking.com/marfrig.

The Dealer Managers for the Offers and the Solicitation Agents for the Solicitation 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. This notice is also not a solicitation of any Consent to the Proposed Amendments. The Offers and Solicitations are made only by and pursuant to the terms of the Statement and the related Letter of Transmittal and the information in this notice is qualified by reference to the Statement and the related Letter of Transmittal. None of the Issuers, Marfrig, the Dealer Managers and Solicitation Agents or the Information and Tender Agent makes any recommendations as to whether Holders should tender their Notes pursuant to the Offers and deliver their Consents pursuant to the Solicitation.

* * *

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 the 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 Issuers or 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 Issuers 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 Issuers and Marfrig undertake no obligation to update any of its forward-looking statements.

* * *

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

SOURCE Marfrig Global Foods S.A.

Related Links

http://www.marfrig.com.br/ri