Obbligazione Marfrig Global Foods S.A. 9.625% ( USG5814RAA61 ) in USD

Emittente Marfrig Global Foods S.A.
Prezzo di mercato 100 USD  ▼ 
Paese  Brasile
Codice isin  USG5814RAA61 ( in USD )
Tasso d'interesse 9.625% per anno ( pagato 2 volte l'anno)
Scadenza 16/11/2016 - Obbligazione è scaduto



Prospetto opuscolo dell'obbligazione Marfrig Global Foods USG5814RAA61 in USD 9.625%, scaduta


Importo minimo 2 000 USD
Importo totale 375 000 000 USD
Cusip G5814RAA6
Descrizione dettagliata Marfrig Global Foods è una multinazionale brasiliana leader nel settore della produzione e commercializzazione di carne bovina, suina e di pollo, con attività in diversi paesi del mondo.

The Obbligazione issued by Marfrig Global Foods S.A. ( Brazil ) , in USD, with the ISIN code USG5814RAA61, pays a coupon of 9.625% per year.
The coupons are paid 2 times per year and the Obbligazione maturity is 16/11/2016







LISTING MEMORANDUM


US$375,000,000



Marfrig Overseas Limited
(an exempted company incorporated under the laws of the Cayman Islands)

9.625% Senior Notes due 2016
Unconditionally and Irrevocably Guaranteed by Marfrig Frigoríficos e Comércio de Alimentos Ltda.
__________________
Marfrig Overseas Limited, or Marfrig Overseas, an exempted company incorporated under the laws of the
Cayman Islands, is a newly formed entity incorporated for the purpose of offering US$375,000,000 aggregate principal
amount of its 9.625% Senior Notes due 2016, or the notes. The notes are unconditionally and irrevocably guaranteed by
Marfrig Frigoríficos e Comércio de Alimentos Ltda., or Marfrig, a limited liability company organized under the laws of
the Federative Republic of Brazil.
Marfrig Overseas will pay interest on the notes on May 16 and November 16 of each year, beginning on May 16,
2007. The notes will mature on November 16, 2016. Marfrig Overseas may redeem the notes in whole, but not in part, at
any time at the redemption price described in this listing memorandum. Marfrig Overseas may also redeem the notes upon
the occurrence of certain specified tax events.
The notes will be unsecured senior obligations and will rank equally with unsecured senior indebtedness of
Marfrig Overseas. The guarantee of the notes will be a senior unsecured obligation of Marfrig and will rank equally with
all of Marfrig's other senior unsecured obligations. For a more detailed description of the notes, see "Description of the
Notes".
Application has been made to admit the notes to listing on the Official List of the Luxembourg Stock Exchange
and to trading on the Euro MTF market. The notes sold to qualified institutional buyers are expected to be eligible for
trading in the PORTAL market.
Investing in the notes involves risks that are described in the "Risk Factors" section beginning on page 12
of this listing memorandum.
The notes were initially sold to investors at a price equal to 98.434% of the principal amount thereof, plus
accrued interest from November 16, 2006, the closing date.
The notes have not been registered under the U.S. Securities Act of 1933, as amended, or the Securities Act, or
the securities laws of any other jurisdiction. Unless they are registered, the notes may be offered only in transactions that
are exempt from, or not subject to, registration under the Securities Act or the securities laws of any other jurisdiction.
Accordingly, we are offering the notes only to qualified institutional buyers pursuant to Rule 144A under the Securities
Act, or Rule 144A, and non-U.S. persons outside the United States pursuant to Regulation S under the Securities Act, or
Regulation S. For further details about eligible offerees and resale restrictions, see "Transfer Restrictions".
The notes were delivered in book-entry form through The Depository Trust Company, as depositary, for the
accounts of its participants, including Euroclear Bank, S.A./N.V. and Clearstream Banking, société anonyme,
Luxembourg, against payment therefor on November 16, 2006.
___________________
Merrill Lynch & Co.
__________________
The date of this listing memorandum is September 26, 2007.



TABLE OF CONTENTS
ENFORCEABILITY OF JUDGMENTS .................................................................................................................vi
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS ............................. viii
PRESENTATION OF FINANCIAL AND CERTAIN OTHER INFORMATION...............................................x
SUMMARY..................................................................................................................................................................1
RISK FACTORS .......................................................................................................................................................14
USE OF PROCEEDS ................................................................................................................................................22
EXCHANGE RATES................................................................................................................................................23
CAPITALIZATION ..................................................................................................................................................25
SELECTED FINANCIAL AND OTHER INFORMATION.................................................................................26
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS .............................................................................................................................................30
BUSINESS..................................................................................................................................................................56
OWNERSHIP AND MANAGEMENT....................................................................................................................76
RELATED PARTY TRANSACTIONS...................................................................................................................83
DESCRIPTION OF THE NOTES ...........................................................................................................................84
TAXATION..............................................................................................................................................................127
ERISA AND CERTAIN OTHER CONSIDERATIONS .....................................................................................132
PLAN OF DISTRIBUTION ...................................................................................................................................134
TRANSFER RESTRICTIONS...............................................................................................................................136
VALIDITY OF NOTES ..........................................................................................................................................139
INDEPENDENT AUDITORS ................................................................................................................................140
LISTING AND GENERAL INFORMATION......................................................................................................141
INDEX TO FINANCIAL STATEMENTS............................................................................................................ F-1
APPENDIX A ­ DIFFERENCES BETWEEN BRAZILIAN GAAP AND U.S. GAAP ................................... A-1

____________________________
In this listing memorandum, "we," "us" and "our" refer to Marfrig Frigoríficos e Comércio de Alimentos
Ltda. and its consolidated subsidiaries, except where the context requires otherwise. All references to "Marfrig
Overseas" refer to Marfrig Overseas Limited and all references to "Marfrig" or the "Company" refer to Marfrig
Frigoríficos e Comércio de Alimentos Ltda. The term "Brazil" refers to the Federative Republic of Brazil. The
phrase "Brazilian government" refers to the federal government of the Federative Republic of Brazil.
You should rely only on the information contained in this listing memorandum. None of Marfrig Overseas,
Marfrig or Merrill Lynch, Pierce, Fenner & Smith Incorporated, or the initial purchaser, has authorized any other
person to provide you with different information. If anyone provides you with different or inconsistent information,
you should not rely on it. None of Marfrig Overseas, Marfrig or the initial purchaser is making an offer to sell these
securities in any jurisdiction where the offer or sale is not permitted.
This listing memorandum constitutes a prospectus for the purpose of the Luxembourg law dated July 10,
2005 on prospectus for Securities.
____________________________
This listing memorandum does not constitute an offer to sell, or a solicitation of an offer to buy, any
note offered hereby by any person in any jurisdiction in which it is unlawful for such person to make an offer
or solicitation. Neither the delivery of this listing memorandum nor any sale made hereunder shall under any
circumstances imply that there has been no change in our affairs or that the information set forth in this
listing memorandum is correct at any date subsequent to the date of this listing memorandum.
____________________________
Marfrig Overseas and Marfrig, after having made all reasonable inquiries, confirm that the information
contained in this listing memorandum with regards to us is true and accurate in all material respects and that there
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are no omissions of any other facts from this listing memorandum which, by their absence herefrom, make this
listing memorandum misleading in any material respect. Marfrig Overseas and Marfrig accept responsibility
accordingly.
This listing memorandum has been prepared by Marfrig Overseas and Marfrig solely for use in connection
with the proposed offering of the notes. Marfrig Overseas, Marfrig and the initial purchaser reserve the right to
reject any offer to purchase, in whole or in part, for any reason, or to sell less than all of the notes offered by this
listing memorandum. No person is authorized to give any information or to make any representation not contained
in this listing memorandum and any information or representation not so contained must not be relied upon as
having been authorized by or on behalf of Marfrig Overseas, Marfrig or the initial purchaser. By accepting delivery
of this listing memorandum, prospective investors agree to the foregoing and to make no photocopies of this listing
memorandum.
The distribution of this listing memorandum and the offering of the notes in certain jurisdictions may be
restricted by law. Persons into whose possession this listing memorandum comes are required by us and the initial
purchaser to inform themselves about and to observe any such restrictions. See "Transfer Restrictions" for
information concerning certain transfer restrictions applicable to the notes.
You acknowledge that:
· you have been afforded an opportunity to request from us, and to review, all additional information
considered by you to be necessary to verify the accuracy of, or to supplement, the information
contained in this listing memorandum;
· you have had the opportunity to review all of the documents described herein;
· you have not relied on the initial purchaser or any person affiliated with the initial purchaser in
connection with your investigation of the accuracy of such information or your investment decision;
and
· no person has been authorized to give any information or to make any representation concerning us or
the notes other than those as set forth in this listing memorandum. If given or made, any such other
information or representation should not be relied upon as having been authorized by us or the initial
purchaser.
In making an investment decision, prospective investors must rely on their own examination of our
business and the terms of this offering, including the merits and risks involved. The notes have not been approved
or recommended by any federal or state securities commission or regulatory authority. Furthermore, these
authorities have not passed upon or endorsed the merits of the offering or confirmed the accuracy or determined the
adequacy of this listing memorandum. Any representation to the contrary is a criminal offense.
This offering is being made in reliance upon an exemption from registration under the Securities Act for an
offer and sale of securities that does not involve a public offering. The notes are subject to restrictions on
transferability and resale and may not be transferred or resold except as permitted under the Securities Act and
applicable state securities laws, pursuant to registration or exemption therefrom. In making your purchase, you will
be deemed to have made certain acknowledgments, representations and agreements set forth in this listing
memorandum under the caption "Transfer Restrictions." You should be aware that you may be required to bear the
financial risks of this investment for an indefinite period of time.
Application has been made to admit the notes to listing on the Official List of the Luxembourg Stock
Exchange and to trading on the Euro MTF market. This listing memorandum forms the prospectus for admission to
the Luxembourg Stock Exchange.
THE NOTES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT
OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OF THE UNITED STATES OR
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ANY OTHER JURISDICTION. SUBJECT TO CERTAIN EXCEPTIONS, THE NOTES MAY NOT BE
OFFERED OR SOLD WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF,
U.S. PERSONS (AS DEFINED IN REGULATION S).
____________________________
NOTICE TO NEW HAMPSHIRE RESIDENTS
NEITHER THE FACT THAT A REGISTRATION STATEMENT OR AN
APPLICATION FOR A LICENSE HAS BEEN FILED UNDER CHAPTER 421-B OF
THE NEW HAMPSHIRE REVISED STATUTES WITH THE STATE OF NEW
HAMPSHIRE NOR THE FACT THAT A SECURITY IS EFFECTIVELY REGISTERED
OR A PERSON IS LICENSED IN THE STATE OF NEW HAMPSHIRE CONSTITUTES
A FINDING BY THE SECRETARY OF STATE THAT ANY DOCUMENT FILED
UNDER RSA 421-B IS TRUE, COMPLETE AND NOT MISLEADING. NEITHER ANY
SUCH FACT NOR THE FACT THAT AN EXEMPTION OR EXCEPTION IS
AVAILABLE FOR A SECURITY OR A TRANSACTION MEANS THAT THE
SECRETARY OF STATE HAS PASSED IN ANY WAY UPON THE MERITS OR
QUALIFICATIONS OF, OR RECOMMENDED OR GIVEN APPROVAL TO, ANY
PERSON, SECURITY, OR TRANSACTION. IT IS UNLAWFUL TO MAKE, OR
CAUSE TO BE MADE, TO ANY PROSPECTIVE PURCHASER, CUSTOMER, OR
CLIENT ANY REPRESENTATION INCONSISTENT WITH THE PROVISIONS OF
THIS PARAGRAPH.
____________________________
NOTICE TO RESIDENTS OF BRAZIL
The notes have not been, and will not be, registered with the Comissão de Valores Mobiliários, or the
CVM, the Brazilian securities commission. Any public offering or distribution, as defined under Brazilian laws and
regulations, of the notes in Brazil is not legal without such prior registration. Documents relating to the offering of
the notes, as well as information contained therein, may not be supplied to the public in Brazil, as the offering of the
notes is not a public offering of securities in Brazil, nor may they be used in connection with any offer for
subscription or sale of the notes to the public in Brazil. The initial purchaser has agreed not to offer or sell the notes
in Brazil, except in circumstances which do not constitute a public offering or distribution of securities under
applicable Brazilian laws and regulations.
____________________________
NOTICE TO MEMBERS OF THE PUBLIC OF THE CAYMAN ISLANDS
SECTION 194 OF THE COMPANIES LAW (2004 REVISION) OF THE CAYMAN ISLANDS PROVIDES
THAT AN EXEMPTED COMPANY (SUCH AS MARFRIG OVERSEAS) THAT IS NOT LISTED ON THE
CAYMAN ISLANDS STOCK EXCHANGE IS PROHIBITED FROM MAKING ANY INVITATION TO THE
PUBLIC IN THE CAYMAN ISLANDS TO SUBSCRIBE FOR ANY OF ITS NOTES. EACH PURCHASER OF
THE NOTES AGREES THAT NO INVITATION MAY BE MADE TO THE PUBLIC IN THE CAYMAN
ISLANDS TO SUBSCRIBE FOR THE NOTES.
____________________________
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NOTICE TO RESIDENTS OF THE UNITED KINGDOM
The initial purchaser has represented and agreed that (1) it has only communicated or caused to be
communicated and will only communicate or cause to be communicated any invitation or inducement to engage in
investment activity (within the meaning of section 21 of The Financial Services and Markets Act of 2000, or the
FSMA) received by it in connection with the issue or sale of any notes in circumstances in which section 21(1) of
the FSMA does not apply to us; and (2) it has complied, and will comply, with all applicable provisions of the
FSMA with respect to anything done by it in relation to the notes in, from or otherwise involving the United
Kingdom.
____________________________
NOTICE TO RESIDENTS OF THE EUROPEAN ECONOMIC AREA
In relation to each Member State of the European Economic Area which has implemented the Prospectus
Directive (each, a "Relevant Member State"), the initial purchaser has represented and agreed that with effect from
and including the date on which the Prospectus Directive is implemented in that Relevant Member State (the
"Relevant Implementation Date") it has not made and will not make an offer of the notes to the public in that
Relevant Member State prior to the publication of a prospectus in relation to the notes which has been approved by
the competent authority in that Relevant Member State or, where appropriate, approved in another Relevant Member
State and notified to the competent authority in that Relevant Member State, all in accordance with the Prospectus
Directive, except that it may, with effect from and including the Relevant Implementation Date, make an offer of
notes to the public in that Relevant Member State at any time (a) to legal entities which are authorized or regulated
to operate in the financial markets or, if not so authorized or regulated, whose corporate purpose is solely to invest in
securities; (b) to any legal entity which has two or more of (1) an average of at least 250 employees during the last
financial year; (2) a total balance sheet of more than 43,000,000, and (3) an annual net turnover of more than
50,000,000, as shown in its last annual or consolidated accounts; or (c) in any other circumstances which do not
require the publication by the issuer of a prospectus pursuant to Article 3 of the Prospectus Directive. For the
purposes of this provision, the expression an "offer of notes to the public" in relation to any notes in any Relevant
Member State means the communication in any form and by any means of sufficient information on the terms of the
offer and the notes to be offered so as to enable an investor to decide to purchase or subscribe the notes, as the same
may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State
and the expression Prospectus Directive means Directive 2003/71/EC and includes any relevant implementing
measure in each Relevant Member State.
FOR A DESCRIPTION OF THESE AND CERTAIN FURTHER RESTRICTIONS ON OFFERS
AND SALES OF THE NOTES AND DISTRIBUTION OF THIS LISTING MEMORANDUM, SEE
"TRANSFER RESTRICTIONS."
____________________________
See "Risk Factors" for a description of certain factors relating to an investment in the notes, including
information about our business. Neither Marfrig Overseas, Marfrig nor the initial purchaser nor any of its
representatives is making any representation to any prospective investor regarding the legality of an investment in
the notes under applicable legal investment or similar laws. You should not consider any information in this listing
memorandum to be legal, business or tax advice. Prospective investors should consult with their own advisors as to
legal, tax, business, financial and related aspects of a purchase of the notes.
MARKET DATA
We have obtained the market and competitive position data, including market forecasts, used throughout
this listing memorandum from internal surveys, market research, publicly available information and industry
publications. We include data from reports prepared by us; Datamark Ltda., or Datamark, a Brazilian consulting
firm that specializes in consumer products; the United States Department of Agriculture, or the USDA; the Brazilian
Ministry of Agriculture (Ministério da Agricultura); the Brazilian Association of Processed Meat Exporting
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Companies (Associação Brasileira das Indústrias Exportadores de Carnes Industrializados), or ABIEC; the
Rabobank Group (the Rabobank Group consists of Coöperatieve Centrale Raiffeisen-Boerenleenbank BA in
Amsterdam, its affiliated Rabobanks, Interpolis NV in Tilburg, Robeco Group NV in Rotterdam, De Lage Landen
International BV in Eindhoven, Schretlen & Co NV in Amsterdam, Effectenbank Stroeve NV in Amsterdam, FGH
Bank NV in Utrecht, Rabohypotheekbank NV in Amsterdam, Onderlinge Waarborgmaatschappij Rabobanken BA
in Amsterdam and their group companies), or Rabobank; Fortune Magazine, or Fortune; the Brazilian Institute of
Geography and Statistics (Instituto Brasileiro de Geografia e Estatística), or IBGE; and the Brazilian National
Economic and Social Development Bank (Banco Nacional de Desenvolvimento Econômico e Social), or BNDES.
Industry publications, including those referenced here, generally state that the information presented therein has
been obtained from sources believed to be reliable, but that the accuracy and completeness of such information is
not guaranteed. Similarly, internal surveys, industry forecasts and market research, while believed to be reliable,
have not been independently verified, and neither we nor the initial purchaser make any representation as to the
accuracy of such information. Marfrig Overseas accepts responsibility for the correct reproduction or extraction of
the information.
v



ENFORCEABILITY OF JUDGMENTS
Cayman Islands

We have been advised by our Cayman Islands legal counsel, Maples and Calder, that there is no statutory
enforcement in the Cayman Islands of judgments obtained in New York or Brazil. However, the courts of the
Cayman Islands will recognize a foreign judgment as the basis for a claim at common law in the Cayman Islands,
provided such judgment is rendered by a competent foreign court, imposes on the judgment debtor a liability to pay
a liquidated sum for which the judgment has been rendered, is final, is not in respect of taxes, a fine or a penalty and
was not obtained in a manner and is not of a kind the enforcement of which is contrary to the public policy of the
Cayman Islands.

Brazil

We have been advised by our Brazilian legal counsel, Mattos Filho, Veiga Filho, Marrey Jr. e Quiroga
Advogados, that a final conclusive judgment for the payment of money rendered by any New York state or federal
court sitting in New York City in respect of the guarantee of the notes would be recognized in the courts of Brazil
(to the extent that Brazilian courts may have jurisdiction), and such courts would enforce such judgment without any
retrial or reexamination of the merits of the original action only if such judgment has been previously ratified by the
Brazilian Superior Court of Justice (Superior Tribunal de Justiça), such ratification being available only if:

· the judgment fulfills all formalities required for its enforceability under the laws of the State of New
York;
· the judgment contemplates an order to pay a determined sum of money;
· the judgment is issued by a competent court after proper service of process on the parties, which
service must comply with Brazilian law if made in Brazil, or after sufficient evidence of the parties'
absence has been given, as established pursuant to applicable law;
· the judgment is not subject to appeal;
· the judgment is authenticated by the Brazilian consulate in the State of New York and is accompanied
by a sworn translation into Portuguese; and
· the judgment is not against Brazilian public policy, good morals or national sovereignty.
Notwithstanding the foregoing, no assurance can be given that such ratification would be obtained, that the
process described above could be conducted in a timely manner or that a Brazilian court would enforce a monetary
judgment for violation of the U.S. securities laws with respect to the notes.
We have also been advised that:
· civil actions may be brought before Brazilian courts in connection with this listing memorandum based
solely on the federal securities laws of the United States and that Brazilian courts may enforce such
liabilities in such actions against us (provided that provisions of the federal securities laws of the
United States do not contravene Brazilian public policy, good morals or national sovereignty and
provided further that Brazilian courts can assert jurisdiction over the particular action); and
· a plaintiff, whether Brazilian or non-Brazilian, who resides outside Brazil or is outside Brazil during
the course of the litigation in Brazil and who does not own real property in Brazil, must post bond to
secure the payment of the defendant's legal fees and court expenses. The bond must have a value
sufficient to satisfy the payment of court fees and the defendant's attorney fees, as determined by a
vi



Brazilian judge. This requirement does not apply to the enforcement of foreign judgments which have
been duly confirmed by the Brazilian Superior Court of Justice.
vii



CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This listing memorandum contains statements that are or may constitute forward-looking statements within
the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Many of the forward-looking statements
contained in this listing memorandum can be identified by the use of forward-looking words such as "anticipate,"
"believe," "may," "could," "expect," "should," "plan," "predict," "intend," "estimate" and "potential," or similar
expressions. These statements appear in a number of places in this listing memorandum and include, but are not
limited to, statements regarding our intent, our belief or our current expectations with respect to:
· our strategic direction and future operation;
· the implementation of our principal operating strategies;
· our acquisitions and joint ventures;
· the implementation of our financing strategy and capital expenditure plan;
· the competitive nature of the industry in which we operate;
· the outbreak of any diseases affecting livestock, such as bovine spongiform encephalopathy
(commonly known as "mad cow disease"), or BSE, or foot and mouth disease, or F&M disease;
· any adverse judicial or administrative decision rendered against us;
· the factors discussed under "Risk Factors" in this listing memorandum;
· other factors or trends affecting our financial conditions or results of operations; and
· other statements contained in this listing memorandum regarding matters that are not historical facts.
Forward-looking statements are only our current expectations and are based on our management's beliefs
and assumptions and on information currently available to management. Such statements are subject to risks and
uncertainties, and actual results may differ materially from those expressed or implied in the forward-looking
statements as a result of various factors, including, but not limited to:
· the performance of the Brazilian, Argentine and Uruguayan economies in general;
· changes in foreign exchange rates and/or interest rates;
· competition in the Brazilian and international beef industry and other markets in which we operate;
· changes in consumer demand;
· developments in, or changes to, the laws, regulations and governmental policies governing our
business and products, including environmental and sanitary liabilities;
· the cost and availability of financing;
· adverse legal or regulatory disputes or proceedings; and
· changes in regional, national and international business and economic conditions and inflation.

viii



This list of factors is not exclusive, and other risks and uncertainties may cause actual results to differ
materially from those in the forward-looking statements. Various risks, uncertainties and other important factors
have been identified in "Risk Factors."
Forward-looking statements speak only as of the date they are made, and we do not undertake any
obligation to update them in light of new information or future developments or to release publicly any revisions to
these statements in order to reflect later events or circumstances or to reflect the occurrence of unanticipated events.

ix