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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 AB8 / ISIN Nos. US566007AB67; USG5825AAB82) and 7.000% Senior Notes due 2024 (CUSIP Nos. 566007 AA8; G5825

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PR Newswire

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amount of the 2024 Notes, or approximately 43.21% of the 2024 Notes outstanding, had been validly tendered and not withdrawn pursuant to the Offers. All Notes validly tendered and not validly withdrawn at or prior to the Early Tender Time will be accepted and paid in full by the Purchaser.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:

Description of
Notes

CUSIP / ISIN Nos.

Acceptance
Priority Level


ARIVA.DE Börsen-Geflüster

Principal Amount
Outstanding1

Purchase
Price2

Early Tender
Payment2

Total
Consideration2

6.875% Senior Notes due 2025

CUSIP: 566007 AB6 / G5825A AB8

ISIN: US566007AB67 / USG5825AAB82

1

U.S.$1,000,000,000.00

U.S.$1,007.50

U.S.$30.00

U.S.$1,037.50

7.000% Senior Notes due 2024

CUSIP: 566007 AA8 / G5825A AA0

ISIN: US566007AA84 / USG5825AAA00

2

U.S.$750,000,000.00

U.S.$995.00

U.S.$30.00

U.S.$1,025.00


________________

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 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 "2025 Total Consideration"), which includes an early tender payment of U.S.$30.00 per U.S.$1,000 principal amount of the 2025 Notes (the "2025 Early 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 Notes prior 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 "2024 Total Consideration"), which includes an early tender payment of U.S.$30.00 per U.S.$1,000 principal amount of the 2024 Notes (the "2024 Early 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. Holders who 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.

By Mail, Hand or Overnight Courier:

By Facsimile Transmission:

48 Wall Street

(for eligible institutions only)

22nd Floor

+1 (212) 709-3328

New York, NY 10005

Attention: Michael Horthman

USA


Attention: Michael Horthman

Confirmation by Telephone

E-mail: marfrig@dfking.com

+1 (212) 232-3233

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:

BNP Paribas Securities Corp.

787 Seventh Avenue

New York, New York 10019

Attention: Liability Management Group

Toll-Free: +1 (888) 210-4358

Confirmation: +1 (212) 841-3059

E-mail: dl.us.liability.management@us.bnpparibas.com

Banco Bradesco BBI S.A.

Av. Presidente Juscelino Kubitschek,

No. 1309, 10th Floor

São Paulo, SP 04543-011 – Brazil

Attn: International Fixed Income Department

Tel: +1 (646) 432-6642

E-mail: daniel.fuccillo@bradescobbi.com

HSBC Securities (USA) Inc.

452 Fifth Avenue

New York, New York 10018

Attn: Global Liability Management Group

Toll-Free: +1 (888) HSBC-4LM

Call Collect: +1 (212) 525-5552

E-mail: lmamericas@us.hsbc.com

J.P. Morgan Securities LLC

383 Madison Avenue

New York, New York 10179

Attn: Latin America Debt Capital Markets

Toll Free: +1 (866) 846-2874

Call Collect: +1 (212) 834-7279

Santander Investment Securities Inc.

45 East 53rd Street – 5th floor

New York, New York 10022 – U.S.A.

Attn: Liability Management Group

Toll-Free: +1 (855) 404-3636

Call Collect: +1 (212) 940-1442

Fax: +1 (212) 407-0930

E-mail: liabilitymanagement@santander.us

Jefferies LLC

520 Madison Avenue

New York, New York 10022

Attn: Timothy Lepore

Toll Free: +1 (888) 708-5831

Call Collect: +1 (203) 708-5831

E-mail: tlepore@jefferies.com







Banco BTG Pactual S.A. – Cayman Branch

601 Lexington Avenue, 57th Floor

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