Marfrig Offer to Purchase Notes Begins
News related to:Marfrig Global Foods S.A · 3 min read
São Paulo, Sept. 28, 2026 /CourierPR/ -- Marfrig Global Foods S.A., through its subsidiary NBM US Holdings, Inc., has announced the commencement of an offer to purchase for cash from each registered holder any and all outstanding 6.625% Senior Notes due 2029. The Notes, which have CUSIP Nos. 62877V AB7 and U63768 AB8, are due 2029. The offer, which is being made by NBM US Holdings, Inc. (the “Offeror”), is based on the offer to purchase dated September 28, 2026 (the “Offer to Purchase”). The principal purpose of the offer is to acquire for cash any and all of the outstanding Notes.
The offer will expire at 5:00 p.m., New York City time, on October 2, 2026, unless extended or earlier terminated (such date and time, including as extended or earlier terminated, the “Expiration Date”). The deadline for withdrawing tenders is 5:00 p.m., New York City time, on October 2, 2026 (such date and time, including as extended, the “Withdrawal Date”), unless extended.
Notes validly tendered and not withdrawn prior to the Withdrawal Date will be purchased by the Offeror. The table below summarizes certain payment terms for the offer:
- Per US$1,000 principal amount of Notes validly tendered and accepted for purchase, excluding Accrued Interest to the Settlement Date.
The offer will be settled within two business days following the Expiration Date, which is expected to be October 6, 2026 (the “Settlement Date”). The consideration for each US$1,000 principal amount of Notes validly tendered and not validly withdrawn is US$1,002.50 (the “Consideration”). Holders who validly tender their Notes at or prior to the Expiration Date and whose Notes are purchased in the offer, will receive the Consideration plus Accrued Interest in respect of their purchased Notes from the last interest payment date to, but excluding, the Settlement Date.
The offer is conditioned upon, among other things, the consummation or closing on terms satisfactory to NBM of one or more offerings of senior notes by subsidiaries of Marfrig Global Foods S.A. and guaranteed by Marfrig Global Foods S.A., NBM US Holdings, Inc., BRF S.A., Marfrig Holdings (Europe) B.V., and Marfrig Overseas Limited (the “Guarantors”), 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 “Debt Offering”) (the “Financing Condition”). The Debt Offering is not conditioned upon completion of the offer. The offer is not conditioned on any minimum amount of Notes being tendered. No assurance can be given that the Debt Offering will be priced or completed on the terms currently envisioned or at all. Additional conditions to the offer are described under “Conditions to the Offer” in the Offer to Purchase.
The information and tender agent for the offer is D.F. King & Co., Inc. (the “Information and Tender Agent”). To contact the Information and Tender Agent, banks and brokers may call +1 (212) 328-8038, and others may call U.S. toll-free: +1 (800) 515-4479. Additional contact information is set forth below.
Any questions or requests for assistance in relation to the offer and the Offer to Purchase 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 offer. Requests for additional copies of the Offer to Purchase may be directed to the Information and Tender Agent at the telephone numbers set forth above. Documents relating to the offer, including the Offer to Purchase, are also available at www.dfking.com/MBRF.
The Dealer Managers for the offer are:
This notice does not constitute or form part of any offer or invitation to purchase, or any solicitation of any offer to sell, the Notes or any other securities in the United States or any other country, nor shall it or any part of it, or the fact of its release, form the basis of, or be relied on or in connection with, any contract therefor. The offer is made only by and pursuant to the terms of the Offer to Purchase, and the information in this notice is qualified by reference to the Offer to Purchase. None of the Offeror, the Guarantors, the Dealer Managers or the Information and Tender Agent makes any recommendation as to whether Holders should tender their Notes pursuant to the offer.