Marfrig begins tender offer for 11¾% notes due 2021, 8% notes due 2023

By Marisa Wong

Morgantown, W.Va., April 26 – Brazil’s Marfrig Global Foods SA announced that HSBC Securities (USA) Inc. has begun a 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.

The purchaser is offering 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 5 p.m. ET on May 9, the early tender time.

Holders tendering after the early deadline will only be eligible to receive 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.

The offers will expire at 11:59 p.m. ET on May 23.

Tenders may be withdrawn prior to 5 p.m. ET on May 9.

The offers are subject to a financing condition, namely Marfrig completing its concurrent offering of senior notes. The notes will be issued by NBM US Holdings, Inc. and guaranteed by Marfrig, Marfrig Holdings, Marfrig Overseas Ltd. and MARB BondCo plc.

However, the new notes offering is not conditioned on the tender offer, and the tender offer is not conditioned on any minimum participation by noteholders.

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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