Obbligazione Marfrig Global Foods S.A. 8.375% ( USN54468AA65 ) in USD

Emittente Marfrig Global Foods S.A.
Prezzo di mercato 100 USD  ▼ 
Paese  Brasile
Codice isin  USN54468AA65 ( in USD )
Tasso d'interesse 8.375% per anno ( pagato 2 volte l'anno)
Scadenza 09/05/2018 - Obbligazione è scaduto



Prospetto opuscolo dell'obbligazione Marfrig Global Foods USN54468AA65 in USD 8.375%, scaduta


Importo minimo 100 000 USD
Importo totale 750 000 000 USD
Cusip N54468AA6
Standard & Poor's ( S&P ) rating N/A
Moody's rating N/A
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 USN54468AA65, pays a coupon of 8.375% per year.
The coupons are paid 2 times per year and the Obbligazione maturity is 09/05/2018








LISTING OFFERING MEMORANDUM


Marfrig Holdings (Europe) B.V.
U.S.$750,000,000
8.375% Senior Notes due 2018
Unconditionally and Irrevocably Guaranteed by Marfrig Alimentos S.A.
and certain of its subsidiaries
We are offering U.S.$750,000,000 aggregate principal amount of Marfrig Holdings (Europe) B.V.'s 8.375%
senior unsecured guaranteed notes due 2018. Marfrig Holdings (Europe) B.V. is a private limited liability company,
organized and existing under the laws of The Netherlands. The notes are unconditionally and irrevocably guaranteed
by Marfrig Alimentos S.A., a sociedade por ações incorporated under the laws of the Federative Republic of Brazil
and by certain subsidiaries of Marfrig (collectively referred as the subsidiary guarantors).
We will pay interest on the notes semi-annually on each May 9 and November 9, commencing on November
9, 2011. The notes will mature on May 9, 2018. We may redeem some or all of the notes at a redemption price
equal to 100% of the principal amount, plus accrued and unpaid interest, if any, plus the "make-whole" premium
described in this offering memorandum. We may also redeem up to 35% of the notes with the net proceeds of
certain equity offerings at the redemption price described herein plus accrued unpaid interest to the date of
redemption. Upon occurrence of certain change of control events in respect of Marfrig, we may be required to offer
to repurchase the notes on the terms described herein. There is no sinking fund for the notes.
The notes will rank pari passu with all unsecured and unsubordinated obligations of the issuer. The guarantee
of the notes will rank pari passu with all unsecured and unsubordinated obligations of the guarantor.
Application has been made to list the notes on the official list of the Luxembourg Stock Exchange and to
trading on the Euro MTF market. This listing offering memorandum constitutes a prospectus for the purposes of the
Luxembourg Act dated July 10, 2005 on prospectuses for securities.
Investing in the notes involves risks. See "Risk Factors" beginning on page 20.
Price: 98.835%
plus accrued interest, if any, from May 9, 2011.
Delivery of the notes in book-entry form has been made on May 9, 2011.
The notes have not been registered under the Securities Act of 1933, as amended (the "Securities Act"). The
notes may not be offered or sold within the United States or to U.S. persons, except to qualified institutional buyers
in reliance on the exemption from registration provided by Rule 144A under the Securities Act ("Rule 144A") and
to certain non U.S. persons in offshore transactions in reliance on Regulation S under the Securities Act
("Regulation S"). You are hereby notified that sellers of the notes may be relying on the exemption from the
provisions of Section 5 of the Securities Act provided by Rule 144A. For more information on transfer of the notes
see "Transfer Restrictions."
Joint Book-running and Joint Lead Managers
BB Securities Bradesco BBI Deutsche Bank Itaú BBA J.P. Morgan
Securities

The date of this listing offering memorandum is May 20, 2011.






TABLE OF CONTENTS
Page Page

Forward-Looking Statements...................................v The Guarantors .................................................... 140
Presentation of Financial and Other Information .. vii Management ........................................................ 142
Summary ..................................................................1 Principal Shareholders......................................... 154
The Offering.............................................................9 Related Party Transactions .................................. 156
Summary Financial Information ............................13 Description of the Notes...................................... 157
Risk Factors............................................................20 Taxation............................................................... 199
Use of Proceeds......................................................31 ERISA and Certain Other Considerations ........... 205
Capitalization .........................................................32 Transfer Restrictions ........................................... 207
Exchange Rates ......................................................33 Notice to Canadian Residents.............................. 210
Selected Financial and Other Information .............34 Plan of Distribution ............................................. 212
Unaudited Pro Forma Condensed Consolidated
Validity of Notes ................................................. 218
Financial Information ..........................................41 Independent Auditors .......................................... 219
Management's Discussion and Analysis of Financial Enforceability of Judgments................................ 220
Condition and Results of Operations...................45 Listing and General Information ......................... 222
Industry Overview..................................................76 Index to Financial Statements ..............................F-1
Business .................................................................98
The Issuer.............................................................136



You should rely only on the information contained in this document or to which we have referred you.
We have not authorized anyone to provide you with information that is different. This document may
only be used where it is legal to sell these securities. The information in this document may only be
accurate on the date of this document.
In this offering memorandum, references to "Marfrig," the "Company," "Marfrig Group," "we," "us"
and "our" as well as the "guarantor" refer to Marfrig Alimentos S.A., a corporation (sociedade por ações)
incorporated under the laws of the Federative Republic of Brazil, which is a guarantor of the notes, together
with its consolidated subsidiaries, except where the context requires otherwise. All references to "Marfrig
Holdings" or the "issuer" are to Marfrig Holdings (Europe) B.V., a wholly-owned subsidiary of Marfrig, and
the issuer of the notes, organized and existing under the laws of The Netherlands as a private limited liability
company. All references to "subsidiary guarantors" are to certain subsidiaries of Marfrig that are from time
to time guarantors of the notes pursuant to the terms of the indenture governing the notes, unless the context
indicates otherwise. As of the date hereof, União Frederiquense Participações Ltda. ("Unifred"), a
sociedade limitada organized under the laws of the Federative Republic of Brazil, Marfrig Overseas Limited
("Marfrig Overseas"), an exempted limited liability company incorporated under the laws of the Cayman
Islands, and Seara Alimentos S.A. (formerly Seara Alimentos Ltda.) ("Seara"), a sociedade por ações
incorporated under the laws of the Federative Republic of Brazil, are subsidiary guarantors of the notes.
When used in this offering memorandum, the term "controlling shareholder" refers to MMS Participações
S.A. ("MMS Participações"), which exercises control over Marfrig Alimentos S.A. Marcos Antonio Molina
dos Santos and Márcia Ap. Pascoal Marçal dos Santos collectively hold all of the voting stock of MMS
Participações and indirectly hold 43.5% of our voting stock.
When used in this offering memorandum, the term "domestic markets" refers to the internal markets of
each of the 22 countries in which we operate, and the term "export markets" refers to the international
markets to which we export our final products from such domestic markets as final destinations.
ii



The term "Brazil" refers to the Federative Republic of Brazil. The term "Brazilian government" refers
to the federal government of the Federative Republic of Brazil, and the term "Central Bank" refers to the
Banco Central do Brasil, or the Central Bank of Brazil.
All references in this offering memorandum to "real," "reais" or "R$" are to the legal currency of
Brazil, and all references to "U.S. dollar," "U.S. dollars" or "U.S.$" are to the legal currency of the United
States. All references to "pounds" are to the legal currency of the United Kingdom, and all references to
"pesos" are to the legal currency of Argentina. This offering memorandum contains translations of various
real amounts into U.S. dollars at specified rates solely for your convenience. You should not construe these
translations as representations by us that the real amounts actually represent these U.S. dollar amounts or
could be converted into U.S. dollars at the rates indicated. Unless otherwise indicated, we have translated
the real amounts using a rate of R$1.66 to U.S.$1.00, the U.S. dollar selling rate as of December 31, 2010,
as reported by the Central Bank. See "Exchange Rates."
We are responsible for information contained in this offering memorandum. We have not
authorized anyone to give you any other information, and we take no responsibility for any other
information that others may give you. Neither we nor Deutsche Bank Securities Inc., J.P. Morgan
Securities LLC, BB Securities Limited, Banco Bradesco S.A. -- Grand Cayman Branch or Banco Itaú
BBA International, S.A.--London Branch, referred to in this offering memorandum as the initial
purchasers, have authorized anyone to provide you with information different from, or additional to,
that contained in this offering memorandum. The notes are being offered, and offers to purchase the
notes are being sought, only in jurisdictions where offers and sales are permitted. The information
contained in this offering memorandum is accurate only as of the date of this offering memorandum,
regardless of the time of delivery of this offering memorandum or of any sale of the notes.

We have prepared this offering memorandum for use solely in connection with the proposed offering of

the notes. This offering memorandum is personal to the offeree to whom it has been delivered by the initial
purchasers and does not constitute an offer to any other person or to the public in general to acquire the
notes.
We are relying on exemptions from registration under the Securities Act for offers and sales of
securities that do not involve a public offering in the United States. The notes offered through this offering
memorandum are subject to restrictions on transferability and resale, and may not be transferred or resold in
the United States, except as permitted under the Securities Act and applicable U.S. state securities laws
pursuant to registration or exemption from them. By purchasing the notes, you will be deemed to have made
the acknowledgments, representations, warranties and agreements described under the heading "Transfer
Restrictions" in this offering memorandum. You should be aware that you may be required to bear the
financial risks of this investment for an indefinite period of time. In making investment decisions, you must
rely on your own examination of our business and the terms of this offering, including the merits and risks
involved.
You must comply with all applicable laws and regulations in force in any jurisdiction in which you
purchase, offer or sell the notes or possess or distribute this offering memorandum and must obtain any
consent, approval or permission required for your purchase, offer or sale of the notes under the laws and
regulations in force in any jurisdiction to which you are subject or in which you make such purchases, offers
or sales. Neither we nor the initial purchasers will have any responsibility therefor.
We and the initial purchasers reserve the right to reject, in whole or part, and for any reason, any offer
to purchase notes offered hereby. We and the initial purchasers also reserve the right to sell or place less
than all of notes offered hereby.
No representation or warranty, express or implied, is made by the initial purchasers or their affiliates as
to the accuracy or completeness of any of the information set out in this offering memorandum, and nothing
contained herein is or shall be relied upon as a promise or representation by the initial purchasers, whether as
to the past or to the future.
iii



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 INVESTORS IN THE EUROPEAN ECONOMIC AREA
In any European Economic Area member state that has implemented Directive 2003/7 1/EC (together
with any applicable implementing measures in any member state, the "Prospectus Directive"), this
communication is addressed only to and is directed only at qualified investors in that member state within
the meaning of the Prospectus Directive.
In relation to each member state of the European Economic Area which has implemented the
Prospectus Directive (each, a "Relevant Member State"), with effect from and including the date on which
the Prospectus Directive is implemented in that Relevant Member State (the "Relevant Implementation
Date"), no offer of notes which are the subject of the offering contemplated by this offering memorandum
has been made or will be made to the public in that Relevant Member State, except that, with effect from and
including the Relevant Implementation Date, an offer of such notes may be made to the public in that
Relevant Member State:
(a) to any legal entity which is a qualified investor as defined in the Prospectus Directive;

(b) to fewer than 100 or, if the Relevant Member State has implemented the relevant provision of the
2010 PD Amending Directive, 150, natural or legal persons (other than qualified investors as defined in the
Prospectus Directive), as permitted under the Prospectus Directive, subject to obtaining the prior consent of
the relevant initial purchaser nominated by the Issuer for any such offer; or
(c) in any other circumstances falling within Article 3(2) of the Prospectus Directive,
provided that no such offer of notes shall require the Issuer or any initial purchaser to publish 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 amendments thereto, including the 2010 PD Amending Directive, to the
extent implemented in the Relevant Member State), and includes any relevant implementing measure in the
Relevant Member State and the expression "2010 PD Amending Directive" means Directive 2010/73/EU.
NOTICE TO INVESTORS IN THE UNITED KINGDOM
This document is being distributed only to and is directed only at persons (i) who are outside the United
Kingdom, (ii) who are investment professionals falling within Article 19(5) of the Financial Services and
Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"), (iii) who are high net worth entities, and
other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order,
or (iv) to whom an invitation or inducement to engage in investment activity may be communicated without
a breach of Section 21 of the Financial Services and Markets Act 2000 (all such persons together being
referred to as "relevant persons"). The notes are available only to, and any invitation, offer or agreement to
purchase or acquire such notes will be engaged only with, relevant persons. Any person who is not a
relevant person should not act or rely on this offering memorandum or any of its contents.
iv



FORWARD-LOOKING STATEMENTS
This offering memorandum contains estimates and forward-looking statements, principally in the
sections "Summary," "Risk Factors," "Management's Discussion and Analysis of Financial Condition and
Results of Operations," and "Business." Our estimates and forward-looking statements are based on our
current expectations and projections of future events and trends, which affect or may affect our businesses
and results of operations. Words such as "believe," "anticipate," "seek," "expect," "estimate," "will,"
"plan," "may," "could," "intend," "predict," "project," and other similar words are used in this offering
memorandum to identify forward-looking statements.
Although we believe that these estimates and forward-looking statements are based upon reasonable
assumptions, they are subject to several risks and uncertainties and are made in light of information currently
available to us. Many important factors, in addition to the ones discussed in this offering memorandum, may
adversely affect our results, including, but not limited to, the following:
·
changes in market prices, customer preferences and competitive conditions;
·
fluctuations of the real against the U.S. dollar and the other currencies in the countries in which
Marfrig operates;
·
the macroeconomic conditions, and the political, social and business conditions in Brazil and in
other countries in which Marfrig operates;
·
Marfrig's ability to implement its business strategy, including its financial strategy and investment
plan;
·
Marfrig's ability to obtain financing when necessary and on favorable terms;
·
government interventions resulting from changes in economic conditions, in taxes or the

regulatory frameworks of Brazil and the other countries in which Marfrig operates;
·
the conditions of transportation infrastructure in the countries in which Marfrig operates;
·
the adoption of tariffs, trade barriers, sanitary regulations or other import restrictions by countries
to which Marfrig exports or plans to export its products;
·
the adoption of sanitary regulations in domestic markets;
·
Marfrig's ability to develop innovative products and concepts and to implement its products
within defined timelines;
·
Marfrig's ability to keep a high degree of customer satisfaction;
·
Marfrig's ability to compete successfully;
·
Marfrig's ability to execute its expansion plans, and to fund the costs and capital expenditures
related to these plans;
·
Marfrig's level of indebtedness and other financial obligations;
·
developments in, or changes to, the tax, social security, labor and environmental laws and
regulations, including the regulatory framework, which could make Marfrig's business model or
products less attractive;
·
developments in, or changes to, Brazilian accounting practices;
·
Marfrig's ability to integrate acquired businesses with its business, including the businesses of
Seara and Keystone Foods Holdings LLC ("Keystone") in Asia, Australia, Europe, the Middle
East and the United States;
·
other factors or trends affecting Marfrig's liquidity, financial condition and results of operations;
and
v



·
the factors discussed in the section "Risk Factors" of this offering memorandum.
Estimates and forward-looking statements involve risks and uncertainties and are not guarantees of
future performance. Our future results may differ materially from those expressed in the estimates and
forward-looking statements. In light of these risks and uncertainties, the estimates and forward-looking
statements discussed in this offering memorandum might not occur and our future results and performance
may differ materially from those expressed in the forward-looking statements, or from our past results and
performance, due to the aforementioned or other factors. Because of these risks and uncertainties, you
should not make any investment decision based on the estimates and forward-looking statements. The
forward-looking statements included in this offering memorandum are made only as of the date of this
offering memorandum, and neither we nor the initial purchasers undertake any obligation to update or to
revise this information.

vi



PRESENTATION OF FINANCIAL AND OTHER INFORMATION
The following financial information is included in this offering memorandum.
Marfrig Holdings' Financial Information for the Years Ended December 31, 2008, 2009 and 2010
Marfrig Holdings' financial year corresponds to the calendar year. Management of the issuer prepares
unaudited unconsolidated financial reports of the issuer for filing with the Dutch trade register and is
required to file such financial statements within 13 months of the end of the relevant financial year. As a
result, the issuer has filed its unaudited financial report for the calendar years 2008 and 2009 and shall file its
unaudited financial report for the calendar year 2010 with the Dutch trade register by January 31, 2012. The
issuer is not required to prepare and does not prepare consolidated financial reports or interim financial
reports.
Pursuant to the Dutch Civil Code, the issuer is also not required to audit its financial reports. However,
solely for purposes of the application to listing of the notes on the official list of the Luxembourg Stock
Exchange and trading on the EuroMTF, the issuer has prepared audited unconsolidated financial statements
as of and for the years ended December 31, 2008, 2009 and 2010, which are included elsewhere in this
offering memorandum. The issuer prepares its financial statements in accordance with the statutory
provisions of Part 9, Book 2, of the Dutch Civil Code and the firm pronouncements in the Guidelines for
Annual Reporting in The Netherlands as issued by the Dutch Accounting Standards Board, taking into
account the exemptions offered by the Dutch Accounting Standards Board. We refer to these accounting
practices as "Dutch GAAP."
Marfrig's Financial Information for the Years Ended December 31, 2008, 2009 and 2010
We prepare our financial statements in accordance with accounting practices adopted in Brazil, which
are based on:

·
Brazilian corporate law (Law No. 6,404, dated December 15, 1976, as amended, including the
provisions of Law No. 11,638, dated December 28, 2007 and Law No. 11,941, dated May 27,
2009);
·
accounting pronouncements issued by the Accounting Pronouncements Committee (Comitê de
Pronunciamentos Contábeis, or the "CPC"); and
·
as we are a public company, rules and regulations issued by the Brazilian Securities Commission
(Comissão de Valores Mobiliários, or the "CVM").
We refer to these accounting practices as Brazilian GAAP. Brazilian GAAP has changed in recent
years to converge with International Financial Reporting Standards ("IFRS"), as issued by the International
Accounting Standards Board ("IASB"), and interpretations issued by the International Financial Reporting
Interpretations Committee ("IFRIC").
Following these changes, our financial information derived from our consolidated financial statements
as of and for the years ended December 31, 2009 and 2010, included elsewhere in this offering
memorandum, is presented in accordance with both Brazilian GAAP and IFRS.
However, the adoption of IFRS into Brazilian GAAP was not retroactive, and we have not been
required to prepare financial statements for any period prior to 2009 in accordance with IFRS. Therefore,
our financial information derived from our consolidated financial statements as of and for the years ended
December 31, 2008 and 2009, included elsewhere in this offering memorandum, was prepared in accordance
with Brazilian GAAP as it applied to those periods. In this offering memorandum, we refer to this previous
version of Brazilian GAAP as "Previous Brazilian GAAP."
As a result, our audited financial statements as of and for the years ended December 31, 2009 and 2010
are not directly comparable with our audited financial statements as of and for the years ended December 31,
2008 and 2009, and are presented in this offering memorandum in separate tables with certain differing line
items. Previous Brazilian GAAP differs in certain significant respects from IFRS. We have not identified or
vii



quantified those differences in respect to the year ended December 31, 2008. No reconciliation to IFRS of
any of the financial statements prepared in accordance with Previous Brazilian GAAP as of and for the year
ended December 31, 2008 and presented in this offering memorandum has been prepared for the purpose of
this offering memorandum or for any other purpose. There can be no assurance that reconciliations would
not identify material quantitative differences as well as disclosure and presentation differences between our
financial statements prepared in accordance with Previous Brazilian GAAP and financial statements
prepared under IFRS.
EBITDA
Marfrig's EBITDA consists of net income (loss) of controlling shareholders plus net financial
expenses, plus income taxes and social contribution plus depreciation and amortization plus minority
interest. We use EBITDA as an additional measure to monitor our operating and economic performance.
EBITDA is not a measure recognized under Brazilian GAAP, IFRS or U.S. GAAP and should not be
considered individually as an alternative to net income, as a measure of operating performance, as an
alternative to cash flow or as a measure of liquidity. Other companies may calculate EBITDA in a manner
that is different from ours. We publish EBITDA because we use it as a measure of performance, and we
consider EBITDA a useful measure because it is frequently used by capital markets analysts, investors and
other parties interested in evaluating companies in our industry. Because EBITDA does not reflect financial
revenues or expenses, taxes, social contribution tax or depreciation and amortization, it is an indicator of our
general financial performance, which is not affected by changes in interest rates, indebtedness, taxes, social
contribution tax rates or rates of depreciation and amortization. As a result, we believe that EBITDA is a
useful tool to compare our operating performance in different periods, and as a basis for certain management
decisions. In addition to our general financial performance, we believe that EBITDA also enables us to
better understand our ability to discharge our liabilities and to finance our capital expenses and working
capital. However, the usefulness of EBITDA as a measure of profitability is limited, since it does not reflect

a number of the costs and expenses involved in doing business, such as financial expenses, taxes,
depreciation, capital expenses and other related costs, any of which may have a significant effect on our net
income.
Unaudited Pro Forma Condensed Consolidated Financial Information
On October 1, 2010, we completed the acquisition of certain subsidiaries of Keystone, which we refer
to as the "Acquired Keystone Businesses." For more information on this acquisition, see "Business--
History of Our Organic Growth and Acquisitions."
In order to facilitate investors' analysis of our financial information, we have prepared an unaudited pro
forma condensed consolidated income statement for the year ended December 31, 2010, which gives effect
to the acquisition of the Acquired Keystone Businesses as if it had been consummated on January 1, 2010.
Our audited consolidated balance sheet as of December 31, 2010 already reflects the consolidation of the
Acquired Keystone Businesses.
The unaudited pro forma condensed consolidated financial information is presented for illustrative
purposes only and does not purport to be indicative of what would have occurred had the transaction been
consummated on January 1, 2010 or any other date, nor is it necessarily indicative of our future consolidated
operating results. For more information, see "Unaudited Pro Forma Condensed Consolidated Financial
Information."
Rounding
Certain amounts and percentages included in this offering memorandum have been rounded to facilitate
their presentation. The totals presented in certain tables therefore may not be exactly the sum of the
preceding amounts.
viii



Market Information
We have obtained the market and competitive position data, including market forecasts, used
throughout this offering memorandum from internal surveys, market research, publicly available information
and industry publications. We include data from reports prepared by us; the United States Department of
Agriculture (the "USDA"); the Brazilian Ministry of Agriculture, Livestock and Supply (Ministério da
Agricultura, Pecuária e Abastecimento, or "MAPA"); the Brazilian Ministry of Development, Industry and
Foreign Commerce (Ministério do Desenvolvimento, Indústria e Comércio Exterior, or "MDIC"); the
Brazilian Ministry of Labor and Employment (Ministério do Trabalho e Emprego, or "MTE"); the Brazilian
Foreign Trade Office (Secretaria de Comércio Exterior, or "SECEX"); the Brazilian Association of
Industrialized Meat Exporting Companies (Associação Brasileira das Indústrias Exportadoras de Carnes, or
"ABIEC"); the Uruguayan National Beef Institute (Instituto Nacional de Carnes, or "INAC"); the Brazilian
Chicken Producers and Exporters Association (Associação Brasileira dos Produtores e Exportadores de
Frangos, or "ABEF"); the Brazilian Pork Industry and Exporter Association (Associação Brasileira da
Indústria Produtora e Exportadora de Carne Suína, or "ABIPECS"); Agra FNP, a consulting firm
specialized in agribusiness information that is a division of the Agra Informa Inc.; AC Nielsen; the World
Organisation for Animal Health ("OIE"); the National Supply Company (Companhia Nacional de
Abastecimentos), a Brazilian state-owned entity in charge of agricultural and supply policy, associated with
MAPA; Dom Cabral Foundation (Fundação Dom Cabral), an educational institution located in the city of
Belo Horizonte, state of Minas Gerais, in the city of Nova Lima, state of Minas Gerais, and in the city of São
Paulo, state of São Paulo; the Secretary of Agriculture, Stockbreeding, Fishing and Food (Secretaría de
Agricultura, Ganadería, Pesca y Alimentos, or "SAGPYA"); Center for Advanced Studies on Applied
Economics (Centro de Estudos Avançados em Economia Aplicada, or "CEPEA"); the Brazilian Institute of
Geography and Statistics (Instituto Brasileiro de Geografia e Estatística, or the "IBGE"); School of
Agriculture Luiz de Queiroz (Escola Superior de Agricultura Luiz de Queiroz, or "ESALQ"); and the Food
and Agriculture Organization ("FAO"), among others. Industry publications, including the ones referred to
in this offering memorandum, generally state that the information presented therein has been obtained from

sources believed to be reliable, but that the accuracy and completeness of the 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 purchasers make any representation as to the
accuracy of the information.
ix



SUMMARY
We present below a summary of our activities, financial and operating information, strengths and
strategies. This summary does not contain all the information that a potential investor should consider
before investing in the notes. Before investing in the notes, potential investors should carefully read this
entire offering memorandum to best understand our business and this offering, including our financial
statements and related notes, as well as the sections "Risk Factors" and "Management's Discussion and
Analysis of Financial Condition and Results of Operations."
Introduction
We are a multinational diversified food company, founded and based in Brazil that produces, processes,
sells and delivers a diversified range of food products, focusing on food derived from animal protein. We
have more than two decades of experience in the food industry. We were recognized in 2010 by the
magazine Exame as the "Best Agribusiness Company in Brazil" and by the magazine Isto É Dinheiro as the
"Best Company in Financial Sustainability."
We have built an integrated and geographically diversified business model, consisting of production
facilities in locations that offer significant cost advantages, combined with a distribution network that covers
more than 150 countries and accesses the world's principal consumer channels and markets. We have a
vertical business model in poultry and pork in Brazil, Europe (Moy Park) and the United States (Keystone),
while in other regions we acquire poultry and pork raw material from third parties. Most of our cattle is
acquired from third parties, providing us with a wide and varied portfolio of proteins and products. We also
have a strong and growing presence in the processed foods segment, which we believe will be one of our
main drivers of growth in volumes and margins in coming years.
Our business is organized strategically into the following segments, organized in accordance with the
business from which revenue is derived: (i) Beef, Lamb and Leather, which includes operations located in
Brazil, Argentina, Chile and Uruguay, and (ii) Poultry, Pork and Processed & Elaborated Products --
PPP&E, which includes operations in Brazil, Asia, Europe, the Middle East and the United States.
On October 1, 2010, we completed our acquisition of the Acquired Keystone Businesses with a cash
payment of R$1,525.2 million. Keystone is a worldwide leader in food manufacturing and custom
distribution services to the food industry. Keystone is a global distributor and supplier of animal protein
(poultry, pork, beef and fish), and has leading market shares in the United States as well as in key European
and Asian markets. Keystone supplies protein to branded companies, and has been a key supplier to major
fast food restaurants and major food services companies for over 40 years.
We currently operate 150 processing plants and offices in 22 countries in South America, North
America, Europe, Asia and Africa and have a daily slaughtering capacity of 29,400 head of cattle, 3,740,000
chickens, 10,400 head of pork, 50,000 turkeys and 13,400 lambs. We have a monthly production capacity of
120,760 metric tons of processed food and 294,000 leather articles. Our annual distribution capacity is more
than 200 million cases. Together, this production platform gives us significant growth capacity as well as
the ability to hedge against industry risks.
Since our initial public offering in 2007, we have implemented a strategy of deliberate and consistent
operational growth based on a global and diversified business model. From our initial public offering in
2007 through the end of 2010, our volume of products sold increased by approximately 289.0%. From 2008
through the end of 2010, our volume of products sold increased from 1,480,767 metric tons to 3,700,676
metric tons, representing a compound annual growth rate of 35.7%. At the same time we continued to
upgrade our internal processes, seeking both improvements in efficiency and strict cost control, which we
believe resulted in an increase in our profitability.
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