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10.05.2019 18:15
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PR Newswire
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Marfrig Announces Early Tender Results of: Offer to Purchase for Cash Any and All of the Outstanding 11.250% Senior Notes due 2021 (CUSIP Nos. 56656UAE2; N54468AC2 / ISIN Nos. US56656UAE29; USN54468AC22) and 8.000% Senior Notes due 2023 (CUSIP Nos. 56656UAH5; N54468AF5 / ISIN Nos. US56656UAH59; USN5
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PR Newswire
SAO PAULO, May 10, 2019
SAO PAULO, May 10, 2019 /PRNewswire/ -- Marfrig Global Foods S.A. ("Marfrig"), Marfrig Holdings (Europe) B.V. ("Marfrig Holdings"), Marfrig Overseas Limited ("Marfrig Overseas"), HSBC Securities (USA) Inc. (the "Purchaser"), BB Securities Limited, BNP Paribas Securities Corp., Banco Bradesco BBI S.A., Banco BTG Pactual S.A. – Cayman Islands Branch, HSBC Securities (USA) Inc., Nomura Securities International, Inc. and Santander Investment Securities Inc. (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") any and all of the outstanding (i) 11.250% Senior Notes due 2021 (the "2021 Notes") issued on September 20, 2013 by Marfrig Holdings (the "2021 Offer"), and (ii) 8.000% Senior Notes due 2023 (the "2023 Notes" and, together with the 2021 Notes, the "Notes") issued on June 8, 2016 by Marfrig Holdings (the "2023 Offer" and, together with the 2021 Offer, the "Offers"). As previously announced, the early tender deadline for the Offers was 5:00 p.m., New York City time, on May 9, 2019 (such date and time, the "Early Tender Time" and "Withdrawal Deadline").
As of the Early Tender Time, (i) U.S.$5,688,000.00 in aggregate principal amount of the 2021 Notes, or approximately 20.43% of the 2021 Notes outstanding, and (ii) U.S.$553,712,000.00 in aggregate principal amount of the 2023 Notes, or approximately 55.37% of the 2023 Notes outstanding, had been validly tendered and not withdrawn pursuant to the Offers. All Notes validly tendered and not validly withdrawn at or prior to the Early Tender Time will be accepted and paid in full by the Purchaser.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 April 26, 2019 (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 table below summarizes certain payment terms for each of the Offers:
| Description of Notes | CUSIP/ ISIN Nos. | Targeted Amount ARIVA.DE Börsen-GeflüsterKurse
| Principal Amount Outstanding1 | Purchase Price2 | Early Tender Payment2 | Total Consideration2 | |||
| 11.250% Senior Notes due 2021 | CUSIP: 56656UAE2 / N54468AC2 | Any and all | U.S.$27,839,000.00 | U.S.$990.00 | U.S.$30.00 | U.S.$1,020.00 | |||
| 8.000% Senior Notes due 2023 | CUSIP: 56656UAH5 / N54468AF5 | Any and all | U.S.$1,000,000,000.00 | U.S.$1,010.00 | U.S.$30.00 | U.S.$1,040.00 |
________________
| 1 | Without giving effect to the consummation of the early settlement of the Offers. |
| 2 | Amount to be paid for each U.S.$1,000 principal amount of the applicable series of Notes validly tendered, not validly withdrawn and accepted for purchase. |
Holders who validly tendered and did not validly withdraw their 2021 Notes at or prior to the Early Tender Time will receive today, May 10, 2019 (the "Early Settlement Date"), total consideration for each U.S.$1,000 principal amount of the 2021 Notes validly tendered and not validly withdrawn of U.S.$1,020.00 (the "2021 Total Consideration"), which includes an early tender payment of U.S.$30.00 per U.S.$1,000 principal amount of the 2021 Notes (the "2021 Early Tender Payment") and the 2021 Purchase Price (as defined below). The 2021 Early Tender Payment is payable only to Holders who tendered and validly delivered their 2021 Notes on or prior to the Early Tender Time. Holders who have not yet tendered their 2021 Notes have until 11:59 p.m., New York City time, on May 23, 2019, unless extended or earlier terminated (such date and time, including as extended or earlier terminated, the "Expiration Date") to tender their 2021 Notes. Holders validly tendering and not validly withdrawing their 2021 Notes prior to or at the Expiration Date will be entitled to receive U.S.$990.00 per U.S.$1,000 principal amount of the 2021 Notes (the "2021 Purchase Price"), namely an amount equal to the 2021 Total Consideration less the 2021 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).
Holders who validly tendered and did not validly withdraw their 2023 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 2023 Notes validly tendered and not validly withdrawn of U.S.$1,040.00 (the "2023 Total Consideration"), which includes an early tender payment of U.S.$30.00 per U.S.$1,000 principal amount of the 2023 Notes (the "2023 Early Tender Payment") and the 2023 Purchase Price (as defined below). The 2023 Early Tender Payment is payable only to Holders who tendered and validly delivered their 2023 Notes on or prior to the Early Tender Time. Holders who have not yet tendered their 2023 Notes have until the Expiration Date to tender their 2023 Notes. Holders validly tendering and not validly withdrawing their 2023 Notes prior to or at the Expiration Date will be entitled to receive U.S.$1,010.00 per U.S.$1,000 principal amount of the 2023 Notes (the "2023 Purchase Price"), namely an amount equal to the 2023 Total Consideration less the 2023 Early Tender Payment, on the Final Settlement Date (which date is expected to be within two business days after the Expiration Date, but which may change without notice).
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 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.
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 NBM US Holdings, Inc. ("NBM") and guaranteed by Marfrig, Marfrig Holdings, Marfrig Overseas and MARB BondCo PLC ("MARB") (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, Marfrig Holdings, Marfrig Overseas, NBM and MARB have consented to the Purchaser making the Offers described in the Offer to Purchase. It is intended that the Notes purchased by the Purchaser in the Offers will be exchanged by the Purchaser with NBM for New Notes issued in the New Offering by NBM.
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 (212) 269-5550, and others may call U.S. toll-free: (866) 416-0576. Additional contact information is set forth below.
| By Mail, Hand or Overnight Courier: | By Facsimile Transmission: |
| 48 Wall Street | (for eligible institutions only) |
| 22nd Floor | (212) 708-3328 |
| New York, NY 10005 | Attention: Andrew Beck |
| USA | |
| Attention: Andrew Beck | Confirmation by Telephone |
| E-mail: marfrig@dfking.com | (212) 269-5552 |
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:
| BB Securities Limited 4th Floor – Pinners Hall 105-108 Old Broad Street London, EC2N 1ER – United Kingdom Attn: Operation Department Collect: +44 (20) 7367-5803 E-mail: bbssettlements@bb.com.br | BNP Paribas Securities Corp. 787 Seventh Avenue New York, NY 10019 Toll-Free No.: (888) 210-4358 Confirmation No.: (212) 841-3059 dl.us.liability.management@us.bnpparibas.com Attention: Liability Management Group | Banco Bradesco BBI S.A. Av. Brigadeiro Faria Lima, 3.064, 10th Floor São Paulo, SP 01451-000 – Brazil Attn: International Fixed Income Collect: +1 (212) 888-9145 E-mail: philip.searson@bradescobbi.com.br
| Banco BTG Pactual S.A. – Cayman 601 Lexington Avenue 57th Floor New York, NY 10022 USA Attn: Debt Capital Markets. Collect: +1 212 293 4600 Email: OL-DCM@btgpactual.com | HSBC Securities (USA) INC. 452 Fifth Avenue New York, New York 10018 – U.S.A. Attn: Global Liability Management Group Toll Free: +1 (888) HSBC-4LM Collect: +1 (212) 525-5552 | Nomura Securities International, Inc. Worldwide Plaza 309 West 49th Street New York, NY 10019-7316 USA Attn: Debt Capital Markets U.S. Toll Free: +1 (800) 638-2268 E-mail: gcp_us_syndicate@us.nomura.com | Santander Investment Securities Inc. 45 East 53rd Street – 5th Floor New York, NY 10022 USA Werbung Mehr Nachrichten zur MARFRIG GL.FOOD.ADR/2O.N. Aktie kostenlos abonnieren
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