Brazil’s Marfrig announces final results of 11¼%, 8% tender offers

Chicago, May 28 – Marfrig Global Foods SA announced the final tender results of HSBC Securities (USA) Inc.’s cash tender offer to purchase any and all of the $27,839,000 outstanding 11¼% senior notes due 2021 and $1 billion outstanding 8% senior notes due 2023 issued by Marfrig Holdings (Europe) BV.

As of the expiration date, holders had tendered $6,288,000, or about 22.59%, of the 2021 notes and $553,912,000, or about 55.39%, of the 2023 notes, according to a news release.

After the tender offers, $21,551,000 of the 2021 notes remain outstanding and $446,088,000 of the 2023 notes remain outstanding.

The purchaser offered a total consideration per $1,000 principal amount of $1,020 for the 2021 notes and $1,040 for the 2023 notes.

The total consideration includes an early tender payment of $30 per $1,000 of notes tendered by the early tender time.

Holders who tendered after the early deadline are eligible to receive only the base purchase price, which is the total consideration less the early tender payment. The purchase price is $990 per $1,000 of 2021 notes and $1,010 per $1,000 of 2023 notes.

The company will also pay accrued interest to but excluding the applicable settlement date.

Final settlement will occur on May 28.

Early settlement occurred on for May 10.

The offers opened on April 26 and expired at 11:59 p.m. ET on May 23.

The offers were subject to a financing condition, namely Marfrig completing its concurrent offering of senior notes. The notes were issued by NBM US Holdings, Inc. and guaranteed by Marfrig, Marfrig Holdings, Marfrig Overseas Ltd. and MARB BondCo plc. The trade date on the new issue was May 2.

BB Securities Ltd. (attn.: operation department, +44 20 7367 5803, bbssettlements@bb.com.br), BNP Paribas Securities Corp. (888 210-4358, 212 841-3059 for confirmation, dl.us.liability.management@us.bnpparibas.com, attn.: liability management group), Banco Bradesco BBI SA (attn.: international fixed income, 212 888-9145, philip.searson@bradescobbi.com.br), Banco BTG Pactual SA – Cayman Islands Branch (attn.: debt capital markets, 212 293-4600, OL-DCM@btgpactual.com), HSBC Securities (USA) Inc. (attn.: global liability management, 888 HSBC-4LM, 212 525-5552), Nomura Securities International, Inc. (attn.: debt capital markets, 800 638-2268, gcp_us_syndicate@us.nomura.com) and Santander Investment Securities Inc. (attn.: liability management team, 855 404-3636, 212 940-1442, liabilitymanagement@santander.us) are the dealer managers.

D.F. King & Co., Inc. (212 269-5550 or 866 416-0576) is the information and tender agent.

Marfrig is a Sao Paulo-based food processing company.

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