MARFRIG GLOBAL FOODS S.A.
Public Company
Taxpayer ID (CNPJ/MF): 03.853.896/0001-40
(BM&FBOVESPA: MRFG3)
NOTICE TO THE MARKET
São Paulo, January 5, 2018 - Marfrig Global Foods S.A. ("Marfrig"), in compliance with Instruction 358 issued by the Securities and Exchange Commission of Brazil (CVM) on January 3, 2002, announces, jointly with its subsidiaries Marfrig Holdings (Europe) B.V. ("Marfrig Holdings" or "Purchaser") and with BB Securities Limited, Banco Bradesco BBI S.A., Banco BTG Pactual S.A. - Cayman Branch, HSBC Securities (USA) Inc., Nomura Securities International Inc. and Santander Investment Securities Inc. (the "Dealer Managers"), the commencement of an offer to purchase for cash from each of the respective holders ("Holders") of any and all: (i) 8.375% senior notes due 2018 ("2018 Senior Notes") issued on May 9, 2011 by Marfrig Holdings ("2018 Tender Offer"); and (ii) 6.875% senior notes due 2019 ("2019 Senior Notes") issued on June 24, 2014 by Marfrig Holdings ("2019 Tender Offer," and, jointly with the 2018 Tender Offer, the "Offers").
The Offers are made by Purchaser pursuant to the terms and conditions in the offer to purchase dated January 5, 2018, and to the respective letter of transmittal and the notice of guaranteed delivery (the "Offer Documents"). The main proposal of the Offers is to purchase for cash any and all 2018 Senior Notes and 2019 Senior Notes.
The following table summarizes the main terms and conditions of each Offer:
Description of Notes | CUSIP/ISIN No. | Principal Amount Outstanding | Purchase Price* |
8.375% Senior Notes due 2018 | CUSIP: 56656UAA0 / N54468AA6 ISIN: US56656UAE29 / USN54468AC22 | US$ US$215,841,000 | US$ 1,020 |
6.875% Senior Notes due 2019 | CUSIP: 56656UAF9 / N54468AD0 ISIN: US56656UAF93; USN54468AD05 | US$ 660,336,000 | US$ 1,030 |
____________________
Amount to be paid for each US$1,000 principal amount of the Notes. Additionally, Holders that join the offer will also be entitled to the payment of interest accrued through the Offers Settlement Date (as defined herein), exclusively. Interest will no longer accrue on the Offers Settlement Date for all Notes that joined the Offer, including those that joined the Offer through a notice of guaranteed delivery, in accordance with the repurchase offering memorandum.
IR CONTACT
Av. Queiroz Filho, 1560 - Bloco 5 (torre Sabiá) - 3º andar (sala 301) - Vila Hamburguesa - São Paulo - SP - CEP: 05319-000
Tel: +55 (11) 3792-8907www.marfrig.com.br/rie-mail:ri@marfrig.com.br
The Offers will expire at 5:00 p.m., New York City time, on January 17, 2018, unless extended or terminated early (such date and time, including as it may be extended or terminated early, the "Offers Expiration Date"). Any Notes tendered may be validly withdrawn by their Holders by the Offers Expiration Date, but not after such period, except as required by applicable law.
The Offers are conditioned upon, among other things, the pricing at terms satisfactory to Marfrig of a simultaneous offer of senior notes by MARB BondCo PLC, guaranteed by Marfrig, Marfrig Holdings and Marfrig Overseas Limited ("New Notes"), to be placed in an offer exempt from registration requirements under the U.S. Securities Act of 1933, as amended ("New Offer"). Certain additional conditions are described in the Offer Documents.
Important information about the Offers
Any questions regarding the contents of this notice may be directed to:
BB | Banco | Banco | HSBC | Nomura | Santander |
Securities | Bradesco BBI | BTG | Securities | Securities | Investment |
Limited | S.A. | Pactual | (USA) Inc. | International | Securities |
4th Floor - | Av. Brigadeiro | S.A. - | 452 Fifth | Inc. | Inc. |
Pinners | Faria Lima, | Cayman | Avenue | Worldwide | 45 East 53rd |
Hall | 3.064, 10o | Branch | New York, NY | Plaza 309 | Street - 5th |
105-108 | Andar | 601 | 10018 | West 49th | Floor |
Old Broad | São Paulo, SP | Lexingto | USA | Street | New York, NY |
Street | 01451-000 - | n Avenue | Attn: Liability | New York, NY | 10022 |
London, | Brasil | - 57th | Management | 10019-7316 | USA |
EC2N 1ER | A/C: Renda | Floor | Group | USA | Attn: Liability |
- United | Fixa | New | U.S. Toll Free: | Attn: Debt | Management |
Kingdom | Internacional | York, NY | 1-888-HSBC- | Capital | Team |
Attn: | Collect: +1 | 10022 | 4LM | Markets | U.S. Toll Free: |
Operation | (212) 888- | USA | Collect: +1 | U.S. Toll Free: | +1 (855) 404- |
Departmen | 9145 | Attn: | (212) 525- | +1 (800) 638- | 3636 |
t | E-mail: | Debt | 5552 | 2268 | Collect: +1 |
Collect: | philip.searson | Capital | E-mail: | E-mail: | (212) 940- |
+44 (20) | @bradescobbi | Markets | Liability.Mana | gcp_us_syndi | 1442 |
7367-5803 | .com.br | Collect: | gement@hsb | cate@us.nom | E-mail: |
E-mail: | +1 (212) | cib.com | ura.com | liabilitymanag | |
bbssettlem | 293- | ement@santa | |||
ents@bb.c | 4600 | nder.us | |||
om.br | E-mail: | ||||
OL- | |||||
DCM@bt | |||||
gpactual. | |||||
com |
IR CONTACT
Av. Queiroz Filho, 1560 - Bloco 5 (torre Sabiá) - 3º andar (sala 301) - Vila Hamburguesa - São Paulo - SP - CEP: 05319-000
Tel: +55 (11) 3792-8907www.marfrig.com.br/rie-mail:ri@marfrig.com.br
This notice does not constitute or form any 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, form the basis of or be relied on or in connection with any contract thereof. This notice also is 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 Offer Documents and the information in this notice is qualified by reference to the Offer Documents. Marfrig, Marfrig Holdings and the Dealer Managers make no recommendation as to whether the Holders should tender their Notes pursuant to the Offers.
José Eduardo de Oliveira Miron
Chief Financial and Investor Relations Officer
Marfrig Global Foods S.A.
IR CONTACT
Av. Queiroz Filho, 1560 - Bloco 5 (torre Sabiá) - 3º andar (sala 301) - Vila Hamburguesa - São Paulo - SP - CEP: 05319-000
Tel: +55 (11) 3792-8907www.marfrig.com.br/rie-mail:ri@marfrig.com.br
Marfrig Global Foods SA published this content on 05 January 2018 and is solely responsible for the information contained herein.
Distributed by Public, unedited and unaltered, on 05 January 2018 15:39:02 UTC.
Original documenthttp://ir.marfrig.com.br/EN/Documentos/4355_Marfrig_Notice to the market_Tender Offer (Launch)_EN-US.pdf
Public permalinkhttp://www.publicnow.com/view/CE3C609C088D47AA8DE07935844E94074B0F7058