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Published on 9/29/2015 in the Prospect News Emerging Markets Daily and Prospect News Liability Management Daily.

Marfrig starts tender offers for 6 7/8%, 8 3/8%, 9½%, 11¼% notes

New York, Sept. 29 – Marfrig Global Foods SA announced it has begun two separate and independent offers for four series of notes issued by its subsidiaries.

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, Marfrig will pay $970.00 per $1,000 principal amount, which includes an early tender payment of $30.00 per $1,000.

To receive the payment, holders must tender by 5 p.m. ET on Oct. 13. The tender ends at 11:59 p.m. ET on Oct. 27.

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

In the second offer, Marfrig is offering to buy the notes as follows:

• The 6 7/8% notes have first priority. Marfrig is offering to pay up to $250 million to buy the notes at $865.00 per $1,000 principal amount;

• The 8 3/8% notes have second priority. Marfrig is offering to pay up to $250 million to buy the notes at $937.50 per $1,000 principal amount;

• The 9½% notes have third priority. Marfrig is offering 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, which will only be paid to those who tender by 5 p.m. ET on Oct. 13. The tender ends at 11:59 p.m. ET on Oct. 27.

Marfrig will also pay accrued interest up to but excluding the settlement date.

In addition to the individual limits for each series, the second offer is subject to a cap of $500 million total consideration, an amount that may be increased by up to $150 million. Individual series limits may also be increased by the same amount.

Notes will be purchased in order of priority.

There will be 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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