Notice to the Market - Early Tender Offer
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São Paulo, January 26, 2021 - Marfrig Global Foods S.A. (B3: MRFG3 and Level 1 ADR: MRRTY – “Marfrig”), in accordance with Instruction 358 of the Securities and Exchange Commission of Brazil (CVM) dated January 3, 2002, jointly with its subsidiaries MARB BondCO PLC (“MARB”), Marfrig Holdings (Europe) B.V. (“Marfrig Holdings”), Marfrig Overseas Limited (“Marfrig Overseas”), HSBC Securities (USA) Inc. (the “Purchaser”), and 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 Islands Branch, Banco Safra S.A - Cayman Islands Branch, Itau BBA USA Securities, Inc., Rabo Securities USA, Inc. and UBS Securities LLC (the “Dealer Managers”), in addition to the Notices to the Market disclosed by Marfrig on January 11, 2021 and January 14, 2021, today announced the early tender results of the Purchaser’s previously announced offers to purchase for cash from each registered holder (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 (“Offer to Purchase 2025”), and (ii) outstanding 7,000% Senior Notes due 2024 (the “2024 Notes” and, together with the 2025 Notes, the “Notes”), originally issued on March 15, 2017 by MARB (“Offer to Purchase 2024” and, together with the Offer to Purchase 2025, “Offers”). The early tender deadline for the Offers was 5:00 p.m. New York City time, on January 25, 2021 (such date and time, the “Early Tender Time”). 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of the 2024 Notes, or approximately 43.21% of the 2024 Notes outstanding, had been validly early tendered and not withdrawn pursuant to the Offers. All Notes validly tendered and not validly withdrawn at or prior to the Early Tender Time will be accepted and paid in full by the Purchaser.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 following table summarizes the main terms and conditions of the Offers:
________________ 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. The 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. Also, Holders who have not yet tendered their 2024 Notes have until the Expiration Date to tender their 2024 Notes. This Notice to the Market is disclosed for informational purposes only, in accordance with the applicable legislation. It is not marketing material and should not be construed as advertising to offer or sell any securities issued by Marfrig, MARB, Marfrig Holdings, Marfrig Overseas or NBM.
Tang David
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