Brazil’s Marfrig concludes tender offer for 11¼% and 9 7/8% notes

By Toni Weeks

San Luis Obispo, Calif., July 7 – Marfrig Global Foods SA reported the final tender results for its offers for Marfrig Holdings (Europe) BV’s $342,865,000 of outstanding 11¼% senior notes due 2021 and $527,135,000 of outstanding 9 7/8% senior notes due 2017.

Holders tendered $291,529,000 principal amount, or 85.03%, of the 11¼% notes and $371,831,000, or about 70.54%, of the 9 7/8% notes by the offers’ expiration date, 11:59 p.m. ET on July 2.

This compares to tenders for $286,199,000 principal amount, or 83.47%, of the 11¼% notes and $369,991,000 principal amount, or 70.19%, of the 9 7/8% notes received by 5 p.m. ET on June 18, the early tender date.

According to a Marfrig press release, the company accepted for purchase all of the tendered notes. Settlement for the notes tendered by the early deadline took place on July 20, and final settlement for the remaining notes occurred July 3.

The tender offers were made by HSBC Securities (USA) Inc. on behalf of Marfrig and the issuer.

As previously announced, Marfrig Holdings (Europe) also solicited consents to eliminate substantially all of the restrictive covenants and some events of default in the indentures governing the notes.

Holders could not tender their notes without delivering their consents to the proposed amendments and vice versa.

The company needed to secure consents for a majority of each series of notes in order to amend that series, and it would have only accepted notes for purchase if it received enough consents to amend that series of notes.

The total purchase price for each $1,000 principal amount was $1,177.50 for the 11¼% notes and $1,120.00 for the 9 7/8% notes tendered by the early deadline. The total amounts included an early tender payment of $30.00 for each $1,000 of notes.

Holders also received accrued interest up to but excluding the settlement date.

Marfrig said previously that it was intended that the notes purchased by HSBC in the tender offers would be exchanged by HSBC for some new notes issued in a new offering by Marfrig Holdings. The tender offers were conditioned on the consummation of the new offering.

The dealer managers were Banco BTG Pactual SA – Cayman Branch (646 924-2535), HSBC Securities (USA) (888 HSBC-4LM, 212 525-5552 or liability.management@hsbcib.com), Itau BBA USA Securities, Inc. (888 770-4828 or IBBASyndicate@correio.itau.com.br) and Morgan Stanley & Co. LLC (800 624-1808 or 212 761-1057).

The information agent and tender agent was D.F. King & Co., Inc. (212 269-5550 for bank and brokers; 888 869-7406 for others).

Marfrig is a food processing company based in Sao Paulo.

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