Notice to the Market - Final Settlement

Notice to the Market | Final Settlement


São Paulo, February 10, 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., 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 final settlement 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”) pursuant to 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”). The Offers expired at 11:59p.m., New York City time, on February 8, 2021 (such date and time, the “Expiration Date”). 

As of the Expiration Date, (i) U.S.$714,634,000 in aggregate principal amount of the 2025 Notes, or approximately 71.46% of the 2025 Notes outstanding, and (ii) U.S.$329,468,000 in aggregate principal amount of the 2024 Notes, or approximately 43.93% of the 2024 Notes outstanding, were validly tendered and not validly withdrawn pursuant to the Offers. This includes (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, that were validly tendered and not validly withdrawn pursuant to the Offers at or prior to 5:00p.m., New York City time, on January 25, 2021 (the “Early Tender Time”), and an additional (i) U.S.$800,000 in aggregate principal amount of the 2025 Notes, or approximately 0.08% of the 2025 Notes outstanding, and (ii) U.S.$5,375,000 in aggregate principal amount of the 2024 Notes, or approximately 0.72% of the 2024 Notes outstanding, validly tendered and not validly withdrawn after the Early Tender Time and prior to the Expiration Date. All Notes validly tendered and not validly withdrawn after the Early Tender Time and before the Expiration Date will be accepted and paid in full today, February 10, 2021 (the “Final Settlement Date“). All Notes validly tendered and not validly withdrawn at or prior to the Early Tender Time and accepted for purchase were paid in full by the Purchaser on January 26, 2021 (the “Early Settlement Date”).

The table below summarizes the cancellation of the tendered notes in the aggregate amounts listed below, with effect from February 10, 2021: 

Description of Notes

CUSIP / ISIN Nos.

Amounts Outstanding Prior to the Tender Offers

Amounts Tendered and Accepted

Amounts Outstanding after the Tender Offers

6.875% Senior Notes due 2025

CUSIP: 566007 AB6 / G5825A AB8
 ISIN: US566007AB67 / USG5825AAB82

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

U.S.$714,634,000.00

U.S.$285,366,000.00

7.000% Senior Notes due 2024

CUSIP: 566007 AA8 / G5825A AA0
 ISIN: US566007AA84 / USG5825AAA00

U.S.$750,000,000.00

U.S.$329,468,000.00

U.S.$420,532,000.00


MARB will redeem any 2025 Notes that remain outstanding at a price of 103.438% of their principal amount, although it has no legal obligation to the Holders to do so and the selection of any particular redemption date is in its discretion.

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.

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

IR CONTACTS: 

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

 

 

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