Notice to the Market - Tender Offer

Notice to the Market | Tender Offer

São Paulo, January 11, 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, hereby announces to the market that, 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”), today announced the commencement of an offer by the Purchaser to purchase for cash from each registered holder (the “Holders”) up to the maximum amount of US$ 1,250,000,000.00 (one billion, two hundred and fifty million dollars) (“Aggregate Offer Limit”) of the (i) 6.875% Senior Notes due 2025 (the “2025 Notes”), issued on January 19, 2018 by MARB (“Offer to Purchase 2025”), and (ii) 7,000% Senior Notes due 2024 (the “2024 Notes” and, together with the 2025 Notes, the “Notes”), originally issued by MARB on March 15, 2017 (“Offer to Purchase 2024” and, together with the Offer to Purchase 2025, “Offers”).

The Offers are being made by the Purchaser pursuant to the terms and conditions provided in the offer to purchase memorandum dated January 11, 2021, and to the respective letter of transmittal (together, the “Offer Documents”). The principal purpose of the Offers is the acquisition in cash of the outstanding Notes up to the Aggregate Offer Limit.

The table below summarizes certain payment terms for each of the Offers:

Description of the Notes


Targeted Amount

Principal Amount Outstanding

Purchase Price*

Early Tender Payment*

Total Consideration*

6.875% Senior Notes due 2025

CUSIP: 566007 AB6 / G5825A AB8

ISIN: US566007AB67 / USG5825AAB82


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


U.S.$ 750,000,000.00

U.S.$ 995.50

U.S.$ 30.00

U.S.$ 1,025.00

Tang David
Chief Financial and Investor Relations Officer
Marfrig Global Foods S.A.


Phone: +55 (11) 3792-8926 / 7400