Notice To The Market - Marfrig Announces The Early Tender Results Of The Cash Tender Offer For Up To U.S.$100.0 Million In

Notice To The Market - Marfrig Announces The Early Tender Results Of The Cash
Tender Offer For Up To U.S.$100.0 Million In Aggregate Principal Amount Of The
Outstanding 11.250% Senior Notes Due 2021 And Cash Tender Offer For Up To The
2017 Notes Maximum Tender Amount Of 9.875% Senior Notes Due 2017, In Each Case
       Of Marfrig Holdings, And Increases The Maximum Acceptance Limit

Marfrig Global Foods S.A., Public Company, Taxpayer ID (CNPJ/MF):
03.853.896/0001-40, (BM&FBOVESPA: MRFG3)

PR Newswire

SAO PAULO, April 8, 2014

SAO PAULO, April 8, 2014 /PRNewswire/ --Marfrig Global Foods S.A.
("Marfrig"), Marfrig Holdings (Europe) B.V. (the "Issuer"), Banco Bradesco BBI
S.A., BTG Pactual US Capital LLC, Deutsche Bank Securities Inc. and Morgan
Stanley & Co. LLC (together, the "Dealer Managers") today announced the early
tender results in connection with the Issuer's previously-announced (i) offer
by the Issuer to purchase for cash (the "2021 Notes Tender Offer") up to
U.S.$100.0 million in aggregate principal amount (the "2021 Notes Maximum
Tender Amount") of the outstanding 11.250% Senior Notes due 2021 (the "2021
Notes") of the Issuer, and (ii) offer to purchase for cash (the "2017 Notes
Tender Offer" and, together with the 2021 Notes Tender Offer, the "Tender
Offers") the outstanding 9.875% Senior Notes due 2017 (the "2017 Notes" and,
together with the 2021 Notes, the "Notes") of the Issuer in an aggregate
principal amount such that the aggregate principal amount of the 2017 Notes
accepted for purchase does not exceed (1) U.S.$130.0 million (which is hereby
increased by the Issuer from U.S.$125.0 million, and is still subject to
further increase) less (2) the aggregate principal amount of the 2021 Notes
validly tendered and accepted for purchase pursuant to the 2021 Notes Tender
Offer (the "2017 Notes Maximum Tender Amount"). The Tender Offers are being
made pursuant to the offer to purchase dated March 25, 2014 (the "Offer to
Purchase") and the related letter of transmittal (the "Letter of Transmittal"
and, together with the Offer to Purchase, the "Offer Documents"). The
principal purpose of the Tender Offers is to reduce interest expense by
retiring a portion of the outstanding debt using cash on hand. The early
tender deadline for the Tender Offers was 5:00 p.m., New York City time, on
April 7, 2014, (such date and time, the "Early Tender Time" and "Withdrawal
Deadline").

As of the Early Tender Time, U.S.$57,135,000 in aggregate principal amount of
the 2021 Notes, or approximately 14.28% of the 2021 Notes outstanding, and
U.S.$165,590,000 in aggregate principal amount of the 2017 Notes, or
approximately 27.60% of the 2017 Notes outstanding, had been validly tendered
and not withdrawn pursuant to the Tender Offers. Tendered Notes may not be
withdrawn after the Withdrawal Deadline, except as required by applicable law.

The aggregate principal amount of 2017 Notes validly tendered and not validly
withdrawn at or prior to the Early Tender Time was U.S.$165,590,000, which
amount exceeds the 2017 Notes Maximum Tender Amount. Since the Issuer will
accept for payment only such portion of the tendered 2017 Notes that does not
result in it purchasing 2017 Notes with an aggregate principal amount above
the 2017 Notes Maximum Tender Amount, the Issuer will purchase a portion of
the validly tendered 2017 Notes in accordance with the terms of the 2017 Notes
Tender Offer set forth in the Offer to Purchase, as modified by this Notice to
the Market. Assuming that the conditions to the 2017 Notes Tender Offer are
satisfied or waived, tendered 2017 Notes will be accepted for purchase on a
pro rata basis as described in the Offer to Purchase, such that the aggregate
principal amount of the 2017 Notes accepted in the 2017 Notes Tender Offer
equals the 2017 Notes Maximum Tender Amount.

The table below summarizes certain payment terms for each series of Notes
tendered after the Early Tender Time:

                     Aggregate          Maximum Acceptance     Tender Offer
Description of Notes Principal          Limit                  Consideration^1
                     Amount Outstanding
                                                             
                     
11.250% Senior Notes
due
2021 (CUSIP / ISIN
Nos.                 U.S.$400.0 million U.S.$100.0 million     U.S.$1,040.00
56656UAE2 and
N54468AC2/
US56656UAE29 and
USN54468AC22)
9.875% Senior Notes
due
2017 (CUSIP / ISIN
Nos.                                    2017 Notes Maximum
                     U.S.$600.0 million Tender Amount^2        U.S.$1,015.00
56656UAD4 and
N54468AB4/
US56656UAD46 and
USN54468AB49)

    The amount to be paid for each U.S.$1,000 principal amount of the
    applicable series of Notes validly tendered (and accepted for purchase)
    after the Early Tender Time but at or prior to the 2021 Notes Expiration
(1) Date in the case of the 2021 Notes (the "2021 Notes Tender Offer
    Consideration"), and prior to the 2017 Notes Expiration Date in the case
    of the 2017 Notes (the "2017 Notes Tender Offer Consideration"). In
    addition, accrued and unpaid interest up to, but not including, the
    settlement date ("Accrued Interest") will be paid.
    Equals U.S.$130.0 million (which is hereby increased by the Issuer from
(2) U.S.$125.0 million, and is still subject to further increase) less the
    aggregate principal amount of the 2021 Notes validly tendered and accepted
    for purchase pursuant to the 2021 Notes Tender Offer.

The 2021 Tender Offer and 2017 Tender Offer will each expire at 11:59 p.m.,
New York City time, on April 22, 2014, unless extended or earlier terminated
(such date and time, including as extended or earlier terminated, the "2021
Notes Expiration Date" and the "2017 Notes Expiration Date," respectively).
2021 Notes Holders who validly tender 2021 Notes after the Early Tender Time
but at or prior to the 2021 Notes Expiration Date in the manner described
herein will be eligible to receive the 2021 Notes Tender Offer Consideration,
plus Accrued Interest, while 2017 Notes Holders who validly tender 2017 Notes
after the Early Tender Time but at or prior to the 2017 Notes Expiration Date
in the manner described herein will be eligible to receive the 2017 Notes
Tender Offer Consideration, plus Accrued Interest.

The Issuer's obligation to purchase Notes in either of the Tender Offers is
conditioned on the satisfaction or waiver of certain conditions described in
the Offer Documents. Neither Tender Offer is conditioned upon the tender of
any minimum principal amount of Notes of such series or of the other series.
However, the 2021 Notes Tender Offer is subject to the 2021 Notes Maximum
Tender Amount and the 2017 Notes Tender Offer is subject to the 2017 Notes
Maximum Tender Amount. The Issuer has the right, in its sole discretion, to
amend or terminate either of the Tender Offers at any time.

The Information Agent and Tender Agent for the Tender Offers is D.F. King &
Co., Inc. To contact the Information Agent and Tender Agent, banks and brokers
may call +1-212-269-5550, and others may call U.S. toll-free: 1-800-967-4604.
Additional contact information is set forth below.

By Mail, Hand or Overnight Courier: By Facsimile Transmission:

                                   

48 Wall Street                      (for eligible institutions only)
                                    +1 212-709-3328
22nd Floor                          Attention: Elton Bagley

New York, NY 10005                  

USA                                 Confirmation by Telephone

Attention: Elton Bagley             +1 212-493-6996

Any questions or requests for assistance or for additional copies of this
notice may be directed to the Dealer Managers at their respective telephone
numbers set forth below or, if by any Holder, to such Holder's broker, dealer,
commercial bank, trust company or other nominee for assistance concerning the
Tender Offers.

The Dealer Managers for the Tender Offers are:

                                         Deutsche Bank      Morgan Stanley &
Banco Bradesco BBI                       Securities         Co. LLC
S.A.                  BTG Pactual US     Inc.
                      Capital                               1585 Broadway
Av. Paulista, 1450    LLC                60 Wall St., 2^nd
8^th Floor                               Floor              New York, NY 10036
                      601 Lexington
01310-917 Sao Paulo,  Avenue,            New York, NY 10005 United States of
SP                    57^th Floor                           America
                                         United States of
Brazil                New York, NY 10022 America            Attn: Liability
                                                            Management
Attn: Fixed Income    United States of   Attn: Liability    Group
Division              America            Management
                                         Group              Toll free: (800)
Collect: (212)        Collect: (212)                        624-1808
888-9145              293-4600           Collect: (212)
                                         250-6429           Collect: (212)
                                                            761-1057

This notice does not constitute or form 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, or the fact of its release, form the basis of, or be relied on or in
connection with, any contract therefor. The Tender Offers are made only by and
pursuant to the terms of the Offer to Purchase and the related Letter of
Transmittal and the information in this notice is qualified by reference to
the Offer to Purchase and the related Letter of Transmittal. None of the
Issuer, Marfrig, the Dealer Managers or the Information Agent and Tender Agent
makes any recommendations as to whether Holders should tender their Notes
pursuant to the Tender Offers.

* * *

This notice to the market does not represent an offer to sell securities or a
solicitation to buy securities in the United States or in any other country.
This notice to the market is released for disclosure purposes only, in
accordance with applicable legislation. It not does not constitute marketing
material, and should not be interpreted as advertising an offer to sell or
soliciting any offer to buy securities issued by the Issuer and Marfrig. This
notice to the market is not for distribution in or into or to any person
located or resident in the United States, its territories and possessions, any
state of the United States or the District of Columbia or in any jurisdiction
where it is unlawful to release, publish or distribute this announcement.

Forward-Looking Statements

This notice includes and references "forward-looking statements" within the
meaning of the Private Securities Litigation Reform Act of 1995. These
statements may relate to, among other things, Marfrig's business strategy,
goals and expectations concerning its market position, future operations,
margins and profitability.

Although the Issuer and Marfrig believe the assumptions upon which these
forward-looking statements are based are reasonable, any of these assumptions
could prove to be inaccurate and the forward-looking statements based on these
assumptions could be incorrect.

The matters discussed in these forward-looking statements are subject to
risks, uncertainties and other factors that could cause actual results and
trends to differ materially from those made, projected, or implied in or by
the forward-looking statements depending on a variety of uncertainties or
other factors.

The Issuer and Marfrig undertake no obligation to update any of its
forward-looking statements.

* * *

Ricardo Florence dos Santos

Chief Financial and Investor Relations Officer
Marfrig Global Foods S.A.





SOURCE Marfrig Global Foods S.A.

Website: http://www.marfrig.com.br
Contact: IR: Tel: (11) 3792-8650/8600, www.marfrig.com.br/ir, e-mail:
ir@marfrig.com.br
 
Press spacebar to pause and continue. Press esc to stop.