On Monday, September 28, 2026, Marfrig Global Foods (MBRF3) reported that its subsidiary NBM US Holdings has launched a cash tender offer to acquire all of its senior notes bearing interest at 6.625% per year and maturing in 2029, with an outstanding principal amount of US$ 467,471,000. The transaction is directed to the registered holders of these securities issued by NBM.
Notes that are validly tendered and not withdrawn by the withdrawal deadline, set for October 2, 2026, at 5:00 p.m., New York City time, will be purchased by the offeror. The offer also expires on October 2, 2026, at the same time, unless extended or terminated earlier.
Marfrig has set consideration of US$ 1,002.50 for each US$ 1,000 in principal amount of notes validly tendered and not withdrawn, excluding accrued interest up to the settlement date. Holders whose notes are accepted will receive, in addition to the consideration, accrued and unpaid interest from the last interest payment date up to, but excluding, the settlement date, which is currently expected to be October 6, 2026.
The offer is conditioned, among other factors, on the consummation, on terms satisfactory to NBM, of one or more senior notes offerings by Marfrig subsidiaries, guaranteed by Marfrig Global Foods S.A., NBM, BRF S.A., Marfrig Holdings (Europe) B.V. and Marfrig Overseas Limited. These new issuances will be carried out in an offering exempt from registration under the U.S. Securities Act of 1933, and there is no assurance that they will be priced or completed on the terms currently contemplated or that they will be carried out at all.
