Marfrig Announces Early Tender Results of: Offer to Purchase for Cash Up to U.S.$1,750,000,000, on a Total Cash Basis, of Outstanding 6.875% Senior Notes due 2025 (CUSIP Nos. 566007 AB6; G5825A AB...

SÃO PAULO, Jan. 26, 2021 /PRNewswire/ -- Marfrig Global Foods S.A. ("Marfrig"), MARB BondCo PLC ("MARB"), Marfrig Holdings (Europe) B.V. ("Marfrig Holdings"), Marfrig Overseas Limited ("Marfrig Overseas"), HSBC Securities (USA) Inc. (the "Purchaser"), BNP Paribas Securities Corp., Banco Bradesco BBI S.A., HSBC Securities (USA) Inc., Jefferies LLC, J.P. Morgan Securities LLC, Santander Investment Securities Inc., Banco BTG Pactual S.A. – Cayman Branch, Banco Safra S.A., acting through its Cayman Islands Branch, Itau BBA USA Securities, Inc., Rabo Securities USA, Inc. and UBS Securities LLC (the "Dealer Managers") today announced the early tender results of the Purchaser's previously announced offers to purchase for cash from each registered holder (each, a "Holder" and, collectively, the "Holders") up to U.S.$1,750,000,000, on a total cash basis, that Purchaser will accept for purchase (the "Aggregate Offer Limit") of the (i) outstanding 6.875% Senior Notes due 2025 (the "2025 Notes") issued on January 19, 2018 by MARB (the "2025 Offer") and (ii) outstanding 7.000% Senior Notes due 2024 (the "2024 Notes" and, together with the 2025 Notes, the "Notes") issued on March 15, 2017 by MARB (the "2024 Offer" and, together with the 2025 Offer, the "Offers"). As previously announced, the early tender deadline for the Offer was 5:00 p.m.New York City time, on January 25, 2021 (such date and time, the "Early Tender Time" and "Withdrawal Deadline").

As of the Early Tender Time, (i) U.S.$713,834,000 in aggregate principal amount of the 2025 Notes, or approximately 71.38% of the 2025 Notes outstanding, and (ii) U.S.$324,093,000 in aggregate principal amount of the 2024 Notes, or approximately 43.21% of the 2024 Notes outstanding, had been validly tendered and not withdrawn pursuant to the Offers. All Notes validly tendered and not validly withdrawn at or prior to the Early Tender Time will be accepted and paid in full by the Purchaser.

The terms and conditions of the Offers are described in the offer to purchase dated January 11, 2021 (the "Offer to Purchase") and the related letter of transmittal (the "Letter of Transmittal" and, together with the Offer to Purchase, the "Offer Documents").

Notes validly tendered and not withdrawn prior to the Withdrawal Deadline (as defined below) will be purchased by the Purchaser in accordance with the Acceptance Priority Levels indicated for each series of Notes listed in the Offer to Purchase (for each series of Notes, the "Acceptance Priority Level"). The table below summarizes certain payment terms for each of the Offers:

Holders who validly tendered and did not validly withdraw their 2025 Notes at or prior to the Early Tender Time will receive today, January 26, 2021 (the "Early Settlement Time"), total consideration for each U.S.$1,000 principal amount of the 2025 Notes validly tendered and not validly withdrawn is U.S.$1,037.50 (the "2025Total Consideration"), which includes an early tender payment of U.S.$30.00 per U.S.$1,000 principal amount of the 2025 Notes (the "2025Early Tender Payment") and the 2025 Purchase Price (as defined below). The 2025 Early Tender Payment is payable only to Holders who tendered and validly delivered their 2025 Notes on or prior to the Early Tender Time. Holders who have not yet tendered their 2025 Notes have until 11:59 p.m., New York City time, on February 8, 2021, unless extended or earlier terminated (such date and time, including as extended or earlier terminated, the "Expiration Date")  to tender their 2025 Notes. Holders validly tendering and not validly withdrawing their 2025 Notesprior to or at the Expiration Date will be entitled to receive U.S.$1,007.50 per U.S.$1,000 principal amount of the 2025 Notes (the "2025 Purchase Price"), namely an amount equal to the 2025 Total Consideration less the 2025 Early Tender Payment, on a date promptly following the Expiration Date (the "Final Settlement Date") (which date is expected to be within two business days after the Expiration Date, but which may change without notice). If the 2025 Offer is consummated and the Purchaser purchases less than all of the outstanding 2025 Notes in the 2025 Offer, MARB will redeem any 2025 Notes that remain outstanding afterwards at a price of 103.438% of their principal amount, which is less than the 2025 Total Consideration, although it has no legal obligation to the Holders to do so and the selection of any particular redemption date is in its discretion.

Holders who validly tendered and did not validly withdrew their 2024 Notes at or prior to the Early Tender Time will receive on the Early Settlement Date total consideration for each U.S.$1,000 principal amount of the 2024 Notes validly tendered and not validly withdrawn of U.S.$1,025.00 (the "2024Total Consideration"), which includes an early tender payment of U.S.$30.00 per U.S.$1,000 principal amount of the 2024 Notes (the "2024Early Tender Payment") and the 2024 Purchase Price (as defined below). The 2024 Early Tender Payment is payable only to Holders who tendered and validly delivered their 2024 Notes on or prior to the Early Tender Time. Holderswho have not yet tendered their 2024 Notes have until the Expiration Date to tender their 2024 Notes. Holders validly tendering and not validly withdrawing their 2024 Notes prior to or at the Expiration Date will be entitled to receive U.S.$995.00 per U.S.$1,000 principal amount of the 2024 Notes (the "2024 Purchase Price"), namely an amount equal to the 2024 Total Consideration less the 2024 Early Tender Payment, on the Final Settlement Date (which date is expected to be within two business days after the Expiration Date, but which the Purchaser may change without notice). If the 2024 Offer is consummated and the Purchaser purchases less than all of the outstanding 2024 Notes in the 2024 Offer, MARB currently intends to exercise its right under the indenture governing the 2024 Notes to redeem any 2024 Notes that remain outstanding afterwards at a price of 101.750% of their principal amount, which is less than the 2024 Total Consideration, although it has no legal obligation to the Holders to do so and the selection of any particular redemption date is in its discretion.

In addition, (i) Holders whose Notes are purchased in the Offers at or before the Early Tender Time will receive accrued and unpaid interest (in respect of their purchased Notes from the last interest payment date to, but not including, the Early Tender Time, the Early Settlement Date and (ii) Holders whose remaining Notes are purchased in the Offers after the Early Tender Time will receive accrued and unpaid interest in respect of their purchased notes from the last interest payment date to, but not including, the Final Settlement Date, as the case may be.

The Offers are conditioned upon, among other things, the completion on terms satisfactory to Marfrig (the "Financing Condition") of a concurrent offering of senior notes by MARB and guaranteed by Marfrig, Marfrig Holdings, Marfrig Overseas and NBM US Holdings, Inc. ("NBM") (the "New Notes") to be sold in an offering exempt from the registration requirements of the U.S. Securities Act of 1933, as amended (the "Securities Act") (the "New Offering"). No assurance can be given that the New Offering will be completed on the terms currently envisioned or at all. The New Offering is not conditioned upon the completion of the Offers. The Offers are not conditioned on any minimum participation by the Holders. Additional conditions to the Offers are described under "Conditions to the Offers" in the Offer to Purchase.

Marfrig, MARB, Marfrig Holdings, Marfrig Overseas and NBM have consented to the Purchaser making the Offers described in the Offer to Purchase.

The Information and Tender Agent for the Offers is D.F. King & Co., Inc. To contact the Information and Tender Agent, banks and brokers may call +1 (212) 269-5550, and others may call U.S. toll-free: +1 (800) 290-6424. Additional contact information is set forth below.

Any questions or requests for assistance in relation to the Offers and the Offer Documents 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 Offers. Requests for additional copies of the Offer Documents may be directed to the Information and Tender Agent at the address and telephone numbers set forth above.

Documents relating to the Offers, including the Offer to Purchase and the Letter of Transmittal, are also available at www.dfking.com/marfrig.

The Dealer Managers for the Offers are:

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 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 Purchaser, Marfrig, MARB, Marfrig Overseas, Marfrig Holdings, NBM, the Dealer Managers or the Information and Tender Agent makes any recommendations as to whether Holders should tender their Notes pursuant to the 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. The New Offering was not and will not be registered at the Securities and Exchange Commission of Brazil (CVM) and also will not be registered under the Securities Act. Consequently, the notes issued in the New Offering are prohibited from being offered or sold in the United States or to U.S. citizens without the applicable registration or exemption from registration required under the Securities Act.

This notice to the market is released for disclosure purposes only, in accordance with applicable legislation. It 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 Marfrig, MARB, Marfrig Holdings, Marfrig Overseas or NBM.

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 Purchaser, Marfrig, MARB, Marfrig Overseas and Marfrig Holdings 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 Purchaser, MARB, Marfrig Overseas and Marfrig Holdings undertake no obligation to update any of these forward-looking statements.

Tang David
Investor Relations Department
Marfrig Global Foods S.A.

MARFRIG GLOBAL FOODS S.A.
PUBLIC COMPANY
TAXPAYER ID (CNPJ/MF): 03.853.896/0001-40
(B3: MRFG3)

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SOURCE Marfrig Global Foods S.A.