Marfrig gets tenders for $406.54 million of four note series in offers

By Susanna Moon

Chicago, Oct. 28 – Marfrig Global Foods SA said investors had tendered $406,536,000 of four series of notes issued by its subsidiaries in the offers that ended at 11:59 p.m. ET on Oct. 27.

Marfrig said on Sept. 29 that it had begun two separate and independent offers for four series of notes issued by its subsidiaries.

As previously announced, Marfrig Holdings (Europe) BV is tendering for its $51,336,000 of 11¼% senior notes due 2021 in the first offer while in the second offer Marfrig Holdings and Marfrig Overseas Ltd. are tendering for some of the $850 million of 6 7/8% senior notes due 2019 issued by Marfrig Holdings, the $724,851,000 of 8 3/8% senior notes due 2018 issued by Marfrig Holdings and the $775 million of 9½% senior notes due 2020 issued by Marfrig Overseas.

The companies will use up to $500 million to buy notes in the second offer but may increase this cap by up to $150 million.

In the offer for the 11¼% notes, holders had tendered $22,226,000 principal amount, or 43.3%, of the 2021 notes, according to a company notice, and Marfrig will pay $970.00 per $1,000 principal amount, which includes an early tender payment of $30.00 per $1,000.

Marfrig will also pay accrued interest up to but excluding the settlement date. Early settlement was to take place promptly following the initial deadline. Final settlement is expected to be Wednesday.

After settlement, there will be $29,110,000 of the 11¼% notes left outstanding.

In the second offer, investors had tendered the following amount of notes:

• $138,971,000, or 16.35%, of the 6 7/8% notes, which have first priority. Marfrig offered to pay up to $250 million to buy the notes at $865.00 per $1,000 principal amount;

• $150,821,000, or 20.81%, of the 8 3/8% notes, which have second priority. Marfrig offered to pay up to $250 million to buy the notes at $937.50 per $1,000 principal amount;

• $94,518,000, or 12.2%, of the 9½% notes, which have third priority. Marfrig offered to pay up to $150 million to buy the notes at $980.00 per $1,000 principal amount.

All the purchase prices include an early tender payment of $30.00 per $1,000 principal amount.

All of the notes tendered in the second offer have been accepted for purchase.

After settlement, there will be left outstanding $711,029,000 of the 6 7/8% notes, $574,030,000 of the 8 3/8% notes and $680,482,000 of the 9½% notes.

The company said on Oct. 14 that it extended the early tender date to coincide with the offer expiration at 11:59 p.m. ET on Oct. 27.

Before the extension Wednesday, holders had to tender their notes by 5 p.m. ET on Oct. 13 to receive the total payment.

There was no early settlement for the second offer.

The dealer managers are BB Securities Ltd. (+44 20 7367-5803 or bbssettlements@bb.com.br), Banco Bradesco BBI SA (212 888-9145 or philip.searson@bradescobbi.com.br), HSBC Securities (USA) Inc. (888 HSBC-4LM, 212 525-5552 or liability.management@hsbcib.com), Morgan Stanley & Co. LLC (800 624-1808 or 212 761-1057) and Santander Investment Securities Inc. (855 404-3636, 212 940-1442 or conor.nugent@santander.us). The information and tender agent is D.F. King & Co., Inc. (banks and brokers call 212 269-5550, others 866 388-7452, marfrig@dfking.com).

Marfrig is a food processing company based in Sao Paulo.

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