Notice To The Market Marfrig Announces Extension Of The Early Tender Payment For The Cash Tender Offers For: Any And All Of The Outstanding 11.250% Senior Notes Due 2021 Of Marfrig Holdings (Europe) B.V., 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, Oct. 14, 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 extension of the early tender payment of U.S.$30.00 per U.S.$1,000.00 principal amount of Notes (as defined below) (the "Early Tender Payment") to the Expiration Date (as defined below), which remains unchanged at 11:59 p.m., New York City time, on October 27, 2015 (such date and time, as further extended or earlier terminated, the "2021 Expiration Date" and the "Waterfall Expiration Date" and, together, the "Expiration Date") of the previously-announced 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 accepted 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 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").

In addition to the Aggregate Offer Limit, each Waterfall Offer with respect to an individual series of Waterfall Notes is 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 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."

Marfrig Holdings and Marfrig Overseas have been advised that, as of 5:00 p.m. on October 13, 2015, U.S.$396,441,000 in aggregate principal amount of Notes have been validly tendered and not validly withdrawn pursuant to the Offers, as further described below.

The previously announced expiration date and time for the 2021 Offer and for each of the Waterfall Offers of 11:59 p.m., New York City time, on October 27, 2015 has not been extended.

I.          The 2021 Offer

The Early Tender Payment in regards to the 2021 Offer has been extended to the 2021 Expiration Date (the date and time in which the 2021 Offer is set to expire, which date and time remains unchanged and is currently at 11:59 p.m., New York City time, on October 27, 2015). The early settlement date in regards to the 2021 Offer has been extended to the date for which the final settlement is scheduled, which date currently is expected to be one business day after the 2021 Expiration Date, but which may change without notice (the "2021 Settlement Date").

The table below summarizes certain payment terms of the 2021 Offer:

All Holders who validly tender and not validly withdraw their 2021 Notes at or prior to the 2021 Expiration Date will receive, if accepted for purchase, U.S.$970.00 for each U.S.$1,000.00 principal amount of the 2021 Notes, which is the total consideration for the 2021 Notes, and which includes the Early Tender Payment of U.S.$30.00 per U.S.$1,000.00 principal amount of the 2021 Notes, plus accrued and unpaid interest up to, but not including, the 2021 Settlement Date.

As previously announced, the 2021 Notes tendered may not be withdrawn after 5:00 p.m., New York City time, on October 13, 2015 (such date and time, the "2021 Withdrawal Deadline"), except as required by applicable law.  Therefore, withdrawal rights for the 2021 Offer have expired.  The 2021 Withdrawal Deadline has not been extended. 2021 Notes tendered and not validly withdrawn according to the applicable procedures set forth in the 2021 Offer Documents (as defined below) at or before 5:00 p.m., New York City time, October 13, 2015, may no longer be validly withdrawn.

Marfrig Holdings has been advised that, as of 5:00 p.m. on October 13, 2015, U.S.$17,476,000 in aggregate principal amount of the 2021 Notes, or approximately 34.04% of the 2021 Notes outstanding, have been validly tendered and not validly withdrawn pursuant to the 2021 Offer.

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 (as defined below), in the sole discretion of Marfrig Holdings.

Except for the modifications to the 2021 Offer described in this press release, all other terms and conditions of the 2021 Offer will remain in full force and effect. Such terms and conditions are described in 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") previously distributed to the Holders.

II.         The Waterfall Offers

The Early Tender Payment in regards to each of the Waterfall Offers has been extended to the Waterfall Expiration Date (the date and time in which the Waterfall Offers is set to expire, which date and time remains unchanged and is currently at 11:59 p.m., New York City time, on October 27, 2015).

The previously announced settlement date for each of the Waterfall Offers has not been extended and remains expected to be one business day after the Waterfall Expiration Date, but which may change without notice (such date and time, unless extended or earlier terminated, the "Waterfall Settlement Date").

The table below summarizes certain payment terms of the Waterfall Offers:

*  Per U.S.$1,000.00 principal amount of Waterfall Notes. In addition, Holders that tender their Waterfall Notes will also accrue interest up to, but excluding, the Waterfall Settlement Date.

All Holders who validly tender and not validly withdraw their 2019 Notes at or prior to the Waterfall Expiration Date will be entitled to receive, if accepted for purchase, U.S.$865.00 for each U.S.$1,000.00 principal amount of the 2019 Notes, which is the total consideration for the 2019 Notes, and which includes the Early Tender Payment of U.S.$30.00 per U.S.$1,000.00 principal amount of the 2019 Notes, plus accrued and unpaid interest up to, but not including, the Waterfall Settlement Date.

All Holders who validly tender and not validly withdraw their 2018 Notes at or prior to the Waterfall Expiration Date will be entitled to receive, if accepted for purchase, U.S.$937.50 for each U.S.$1,000.00 principal amount of the 2018 Notes, which is the total consideration for the 2018 Notes, and which includes the Early Tender Payment of U.S.$30.00 per U.S.$1,000.00 principal amount of the 2018 Notes, plus accrued and unpaid interest up to, but not including, the Waterfall Settlement Date.

All Holders who validly tender and not validly withdraw their 2020 Notes at or prior to the Waterfall Expiration Date will be entitled to receive, if accepted for purchase, U.S.$980.00 for each U.S.$1,000.00 principal amount of the 2020 Notes, which is the total consideration for the 2020 Notes, and which includes the Early Tender Payment of U.S.$30.00 per U.S.$1,000.00 principal amount of the 2020 Notes, plus accrued and unpaid interest up to, but not including, the Waterfall Settlement Date.

As previously announced, Waterfall Notes tendered may not be withdrawn after 5:00 p.m., New York City time, on October 13, 2015 (such date and time, the "Waterfall Withdrawal Deadline"). Therefore, withdrawal rights for the Waterfall Notes have expired.  The Waterfall Withdrawal Deadline has not been extended. Waterfall Notes tendered and not validly withdrawn according to the applicable procedures set forth in the Waterfall Offer Documents (as defined below) at or before 5:00 p.m., New York City time, October 13, 2015, may no longer be validly withdrawn.

Marfrig Holdings has been advised that, as of 5:00 p.m. on October 13, 2015, U.S.$137,296,000 in aggregate principal amount of the 2019 Notes, or approximately 16.15% of the 2019 Notes outstanding, have been validly tendered and not validly withdrawn pursuant to the 2019 Tender Offer.

Marfrig Holdings has been advised that, as of 5:00 p.m. on October 13, 2015, U.S.$149,521,000 in aggregate principal amount of the 2018 Notes, or approximately 20.63% of the 2018 Notes outstanding, have been validly tendered and not validly withdrawn pursuant to the 2018 Tender Offer.

Marfrig Overseas has been advised that, as of 5:00 p.m. on October 13, 2015, U.S.$92,148,000 in aggregate principal amount of the 2020 Notes, or approximately 11.89% of the 2020 Notes outstanding, have been validly tendered and not validly withdrawn pursuant to the 2020 Tender Offer.

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 (as defined below), in the sole discretion of Marfrig Holdings or Marfrig Overseas, as applicable.

Except for the modifications to the Waterfall Offers described in this press release, all other terms and conditions of the Waterfall Offers will remain in full force and effect. Such terms and conditions are described in 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 Waterfall Offer to Purchase, the "Waterfall Offer Documents") previously distributed to the Holders.

III.        Information relevant for all Offers

Marfrig has consented to Marfrig Holdings and Marfrig Overseas, as applicable, making the Offers, and to the modifications to the Offers described in this press release.

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. 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 herein. Documents relating to the Offers, including the relevant offer to purchase and letter of transmittal, are also available at www.dfking.com/marfrig

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 any of the Offers.

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, except as modified herein, 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 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.

SOURCE Marfrig Global Foods S.A.

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