Obligation Marfrig Global Foods S.A. 9.5% ( USG5814RAB45 ) en USD

Marfrig Global Foods S.A.

100 % ⇌

Bresil

USG5814RAB45 ( en USD )

9.5% par an ( paiement semestriel )

04/05/2020 - Obligation échue

Prospectus brochure de l'obligation Marfrig Global Foods USG5814RAB45 en USD 9.5%, échue

100 000 USD

775 000 000 USD

G5814RAB4

N/A

Marfrig Global Foods est une société multinationale brésilienne de transformation de viande bovine, spécialisée dans l'abattage, la transformation et la distribution de viande bovine, de volaille et d'autres produits alimentaires, opérant sur les marchés internationaux.

L'Obligation émise par Marfrig Global Foods S.A. ( Bresil ) , en USD, avec le code ISIN USG5814RAB45, paye un coupon de 9.5% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 04/05/2020

OFFERING MEMORANDUM

Marfrig Overseas Limited
(an exempted company incorporated under the laws of the Cayman Islands)
U.S.$275,000,000
9.50% Notes due 2020
Unconditionally and Irrevocably Guaranteed by Marfrig Global Foods S.A. and Marfrig
Holdings (Europe) B.V.
We are offering U.S.$275,000,000 aggregate principal amount of Marfrig Overseas Limited's 9.50% Senior Notes due 2020 (the "notes").
Marfrig Overseas Limited is an exempted company incorporated under the laws of the Cayman Islands. The notes are unconditionally and irrevocably
guaranteed by Marfrig Global Foods S.A., a sociedade por ações incorporated under the laws of the Federative Republic of Brazil and by Marfrig
Holdings (Europe) B.V., a private limited liability company organized under the laws of The Netherlands.
The notes are being offered as a further issuance of Marfrig Overseas Limited's 9.50% Senior Notes due May 4, 2020, and will be
consolidated with, and form a single series with, the U.S.$500.0 million principal amount of the notes that were originally issued on May 4, 2010,
which we refer to in this offering memorandum as the "initial notes."
We will pay interest on the notes semi-annually on May 4 and November 4 of each year, commencing on May 4, 2014. The notes will
mature on May 4, 2020. Prior to May 4, 2015, 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. In addition, we may
redeem some or all of the notes on or after May 4, 2015 at the redemption prices set forth in this offering memorandum. There is no sinking fund
for the notes.
The notes offered hereby will become fully fungible with the initial notes following the termination of certain U.S. selling restrictions. See
"Listing and General Information." The notes offered hereby and the initial notes will share the same CUSIP and ISIN numbers and be fungible,
except that the notes offered and sold in offshore transactions under Regulation S shall be issued and maintained under a temporary CUSIP and
ISIN during a 40-day distribution compliance period, as described under "Form and Registration."
The notes will be unsecured senior obligations and will rank pari passu with all unsecured and unsubordinated obligations of the issuer. The
guarantees of the notes will be senior unsecured obligations of Marfrig and Marfrig Holdings and will rank pari passu with all unsecured and
unsubordinated obligations of Marfrig and Marfrig Holdings. For a more detailed description of the notes, see "Description of the Notes."
The initial notes are listed on the Luxembourg Stock Exchange and trade on the Euro MTF market and 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 offering memorandum
constitutes a Prospectus for the purpose of Luxembourg law dated July 10, 2005 on Prospectuses for Securities, as amended.
Investing in the notes involves risks. See "Risk Factors" beginning on page 32.
Price: 100.30%
plus accrued interest from November 4, 2013.
Delivery of the notes in book-entry form was made on March 18, 2014.
The notes have not been and will not be 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."
Lead Managers
Bradesco BBI
BTG Pactual
Deutsche Bank
Morgan Stanley
The date of this offering memorandum is June 24, 2014.

__________
TABLE OF CONTENTS
Page
Page
Forward-Looking Statements ................................. 6 Business ............................................................ 110
Presentation of Financial and Other Information..... 8 Management ...................................................... 148
Summary ............................................................. 12 Principal Shareholders ....................................... 162
Summary of the Offering ..................................... 22 Related Party Transactions ................................. 164
Summary Of Financial And Other Information ..... 27 Description of the Notes ..................................... 165
Risk Factors ......................................................... 33 Taxation ............................................................ 210
Use of Proceeds ................................................... 44 ERISA and Certain Other Considerations ........... 217
Capitalization ...................................................... 45 Transfer Restrictions .......................................... 219
Exchange Rates ................................................... 46 Plan of Distribution ............................................ 222
Selected Financial and Other Information ............. 47 Validity of Notes ................................................ 230
Summary of Interim Financials ............................ 53 Independent Auditors ......................................... 231
Management's Discussion and Analysis of
Enforcement of Judgments and Service of
Financial Condition and Results of Operations .. 59
Process ............................................................ 232
Industry Overview ............................................... 88 Listing and General Information ......................... 234
The Seara Brasil and Zenda Transaction ............. 103 Index to Financial Statements ............................. 235
The Issuer .......................................................... 107
The Guarantors .................................................. 108
__________
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 the issuer, nor Banco Bradesco BBI
S.A., Banco BTG Pactual S.A. Cayman Branch, Deutsche Bank Securities Inc. and Morgan
Stanley & Co. LLC, 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 offering memorandum may only be used and 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.
In this offering memorandum, references to "Marfrig," the "Company," "we," "us" and "our" refer
to Marfrig Global Foods 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 direct and indirect
subsidiaries, except where the context requires otherwise. All references to "Marfrig Overseas" or the
"issuer" are to Marfrig Overseas Limited, a wholly-owned subsidiary of Marfrig, incorporated in the
Cayman Islands as an exempted company with limited liability, and the issuer of the notes. All
references to "Marfrig Holdings," which is a guarantor of the notes, refer to Marfrig Holdings (Europe)
B.V., a private limited liability company organized under the laws of The Netherlands. All references to
the "guarantors" are to Marfrig and Marfrig Holdings. The guarantee of the notes is unconditional
(subject to any limitations on such guarantee by virtue of applicable local law). When used in this
offering memorandum, the term "Marfrig Group" or the "Group" refer to Marfrig together with its
subsidiaries, taken as a whole. References to "controlling shareholder" refer to MMS Participações S.A.,
or MMS Participações. Marcos Antonio Molina dos Santos and Márcia Aparecida Pascoal Marçal dos
Santos collectively hold all of the voting stock of MMS Participações and indirectly hold 33.97% of our
voting stock. References to "principal shareholders" refer to persons who own 5% or more of our capital
stock. References to "BNDESPAR" refer to BNDES Participações S.A.
2

When used in this offering memorandum, the term "domestic markets" refers to the internal
markets of each of the 16 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.
The term "Brazil" refers to the Federative Republic of Brazil. The term "Brazilian government"
refers to the federal government 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. 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$2.34 to U.S.$1.00, the U.S. dollar selling rate as of December 31, 2013, as
reported by the Central Bank. See "Exchange Rates."
__________
We have prepared this offering memorandum for use solely in connection with the proposed
offering of the notes outside of Brazil. 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.
Neither the SEC nor any state securities commission nor any other regulatory authority has
approved or disapproved the offering of the notes nor has any of the foregoing authorities passed on or
endorsed the merits of the offering or the accuracy or adequacy of this offering memorandum. Any
representation to the contrary is a criminal offense.
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 the 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 or common shares
issuable on conversion 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
respective affiliates as to the accuracy or completeness of any of the information set out in this offering
memorandum, and nothing contained in this offering memorandum is or shall be relied upon as a
promise or representation by the initial purchasers, whether as to the past or to the future.
____________________
3

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 ("RSA 421-B"), 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 2003/71/EC
(together with any applicable implementing measures in any Member State, the "Prospective
Directive"), this communication is addressed only to and is directed only at qualified investors in that
Member State within the meaning of the Prospective Directive.
In relation to each Member State of the European Economic Area which has implemented the
Prospectus Directive (each, a Relevant Member State) no offer to the public will be made of any of the
notes in that Relevant Member State, except that we may make an offer to the public in that Relevant
Member State of the notes at any time under the following exemptions under the Prospectus Directive, if
they have been implemented in that Relevant Member State:
(a)
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 (i) an average of at least 250 employees during
the last financial year, (ii) a total balance sheet of more than 43,000,000, and (iii) an annual
net turnover of more than 50,000,000, as shown in its last annual or consolidated accounts;
(c)
to fewer than 100 natural or legal persons (other than qualified investors as defined in the
Prospectus Directive) subject to obtaining the prior consent of the initial purchasers for any
such offer;
(d) in any other circumstances falling within Article 3(2) of the Prospectus Directive; or
(e)
provided that no offer of the notes will result in a requirement for the publication of a
prospectus pursuant to Article 3 of the Prospectus Directive for us and the initial purchasers.
For the purposes of this provision, the expression an "offer 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 any notes to be offered to as to enable an investor to decide to
purchase any notes, as the same may be varied 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.
The EEA selling restriction is in addition to any other selling restrictions set out below. We and the
initial purchasers are not making any representation to any purchaser of the securities regarding the
legality of an investment in the securities by such purchaser under any legal investment or similar laws
or regulations. You should not consider any information in this offering memorandum to be legal,
business or tax advice. You should consult your own attorney, business advisor and tax advisor for legal,
business and tax advice regarding an investment in the securities.
4

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, or 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.
NOTICE TO INVESTORS IN THE CAYMAN ISLANDS
No invitation may be made to the public in the Cayman Islands to subscribe for the notes unless at
the time of the invitation, the notes are listed on the Cayman Islands stock exchange.
____________________
5

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:
·
Marfrig's level of indebtedness and other financial obligations and ability to refinance its debt;
·
Marfrig's ability to integrate the operations of acquired assets with its ongoing business;
·
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;
·
changes in market prices, customer preferences and competitive conditions;
·
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;
·
the outbreak of disease affecting animals;
·
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;
·
other factors or trends affecting Marfrig's liquidity, financial condition and results of
operations; and
·
the factors discussed in the section "Risk Factors" of this offering memorandum.
6

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.
7

PRESENTATION OF FINANCIAL AND OTHER INFORMATION
Financial Information
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, Law No. 11,941, dated May 27,
2009 and Law No. 12,431, dated June 24, 2011) ("Brazilian Corporate Law");
·
accounting pronouncements issued by the Accounting Pronouncements Committee (Comitê de
Pronunciamentos Contábeis, or the "CPC"); and
·
as we are a public company in Brazil, rules and regulations issued by the Brazilian security
and exchange commission, the Comissão de Valores Mobiliários ("CVM").
We refer to these accounting practices as Brazilian GAAP. Brazilian GAAP has changed in recent
years to converge with International Financial Reporting Standards, International Accounting Standards
and Interpretations ("IFRS") as issued by the International Accounting Standards Board ("IASB")
(collectively "IFRS").
Following these changes, our individual and consolidated financial statements as of and for the
years ended December 31, 2013 and 2012 are prepared in accordance with IFRS and Brazilian GAAP.
This offering memorandum contains financial information derived from our audited consolidated
financial statements as of and for the year ended December 31, 2013 and the notes thereto and contains
the audit report of BDO RCS Auditores Independentes S.S. The financial statements as of and for the
year ended December 31, 2013 also contain comparative information as of and for the year ended
December 31, 2012, as required by Brazilian GAAP and IFRS, which is derived from our audited
consolidated financial statements as of and for the year ended December 31, 2012, which are not
contained in this offering memorandum. Copies of our consolidated financial statements as of and for the
year ended December 31, 2012 and the audit report of BDO RCS Auditores Independentes S.S. can be
obtained from our website. In the audited consolidated financial statements as of and for the year ended
December 31, 2013, the comparative information for December 31, 2012 has been adjusted to reflect
certain operations as discontinued operations, in accordance with IFRS 5, Non-current Assets Held for
Sale and Discontinued Operations (IFRS 5). See below for further discussion. Our audited consolidated
financial statements include both guarantor and non-guarantor companies.
In accordance with IFRS 5, in periods where we have either disposed of, or classified for sale, an
operation, we are also required to disclose in the current period those operations' results as discontinued
operations. When such conditions exist, we are required to present the results of operations of
discontinued businesses and any gain on sale of a discontinued businesses as a single amount in our
statement of income separate from our continuing operations for the current period, to re-present the
comparative period results of operations on a similar basis and to present any assets held for sale
separately in our consolidated balance sheet in the period in which the transaction occurs (a prior year's
balance sheet data is not required to be re-presented). During the years ended December 31, 2013 and
2012, we disposed of, or classified for sale, certain operations, as described below. Our audited
consolidated financial statements as of and for the years ended December 31, 2013 and 2012 include the
required disclosure of the results of operations of the discontinued businesses.
On April 30, 2012, the Company announced the closing and settlement of the sale of its specialized
fast-food distribution, logistics and global freight management businesses in the United States, Europe,
Asia and Oceania of its subsidiaries Keystone Foods, LLC (the Company's distribution business) and
McKey Luxembourg S.a.r.l. to The Martin-Brower Company, LLC for U.S.$400.4 million. The deal
terms were closed in June 2012 and the sale was concluded in the fourth quarter of 2012. The gain on
sale of discontinued operations in 2012 is included in operating income and is not as part of discontinued
operations.
8

In 2013, we sold to JBS S.A. ("JBS") for aggregate consideration of R$5.85 billion equity interests
in (i) certain Marfrig subsidiaries that own and operate the Seara Brasil business unit (the "Seara
Business") and (ii) certain Marfrig subsidiaries that own and operate the Uruguay leather business (the
"Zenda Business") (the "Seara Sale" and the "Zenda Sale," respectively, and, together, the "Sale"). The
Zenda Sale closed on June 30, 2013 and the Seara Sale closed on September 30, 2013. See "The Seara
Brasil and Zenda Transaction."
Our audited statements of income and cash flow for the year ended December 31, 2013 include the
results of our Marfrig Beef business unit ("Marfrig Beef"), our Moy Park business unit ("Moy Park")
and our Keystone Foods business unit ("Keystone"), reflecting their status as continuing operations
(collectively, the "Continuing Operations"), but exclude the results of operations of the Zenda Business
and the Seara Business and the gain on sale of the Zenda Business and the Seara Business, reflecting
their status as discontinued operations (collectively, the "Discontinued Operations"). The statements of
income and cash flow for the year ended December 31, 2012 have been reclassified to treat the Seara
Business and the Zenda Business as Discontinued Operations as required by Brazilian GAAP. Our
statement of financial position, statement of changes in shareholders' equity and statement of added
value as of December 31, 2013 (i) exclude the Zenda Business and Seara Business and (ii) reflect the
assumption by JBS of approximately R$6.0 billion (including working capital adjustments from the
Zenda Sale) of our outstanding indebtedness in connection with the Sale. Our statement of financial
position, statement of changes in shareholders' equity and statement of added value as of December 31,
2012 have not been reclassified to exclude the Discontinued Operations in accordance with the
requirements of the Committee for Accounting Pronouncements' Technical Pronouncement 31/IFRS 5:
Non-current assets held for sale and discontinued operations.
On October 10, 2012, the CVM issued the Official Letter CVM/SEP/GEA-5/nº 329/2012, which (i)
presented the interpretation of the CVM that under Brazilian GAAP and IFRS, our 250,000 unsecured
mandatory convertible debentures (Debêntures Mandatoriamente Conversíveis em Ações de Emissão da
Companhia, the "Mandatory Convertibles"), issued on July 15, 2010, should be classified as a "non-
current liability" rather than equity, and (ii) requested the restatement of our financial statements as of
and for the years ended December 31, 2011 and 2010, and the quarterly reports (ITR) as of and for the
three months ended March 31, 2012 and June 30, 2012. As of the date of this offering memorandum, we
have complied with the CVM's request. See "Management's Discussion and Analysis of Financial
Condition and Results of Operations--Mandatory Convertibles" and note 2.3 to our financial statements
as of and for the year ended December 31, 2012 and note 21 to our financial statements as of and for the
year ended December 31, 2013.
This reclassification does not affect any terms and conditions of the Mandatory Convertibles, and it
does not impact our financial indebtedness or our compliance with our financial covenants, since unlike
other liabilities, the Mandatory Convertibles will not be settled in cash or cash equivalents, but only in
common shares to be issued by us.
Unless otherwise indicated, all financial data contained in this offering memorandum are presented
on the basis of Continuing Operations only.
EBITDA
Marfrig's EBITDA consists of net income (loss) adjusted by net financial income (expenses),
income taxes and social contribution, equity in earnings (losses) of subsidiaries and depreciation and
amortization. EBITDA (continuing operations) excludes the financial results of assets classified as
discontinued operations for the periods indicated. EBITDA (continuing operations) includes a gain on
the sale of discontinued operations of R$193.8 million for the year ended December 31, 2012, while
EBITDA (continuing operations) excludes the gain on sale of discontinued operations of R$820.0
million for the year ended December 31, 2013, in accordance with IFRS 5, Non-current Assets for Sale
and Discontinued Operations (IFRS 5). EBITDA (discontinued operations) sets forth the stand-alone
EBITDA of Marfrig's assets classified as discontinued operations for the periods indicated. EBITDA
9

(continuing and discontinued operations) sets forth the aggregate EBITDA of our continuing and
discontinued operations for the periods indicated.
For a reconciliation of EBITDA to net income, see "Selected Financial and Other Information" 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.
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.
Convenience Translations into U.S. Dollars
Certain Brazilian real amounts included in this offering memorandum have been translated, solely
for the purposes of convenience for the reader, into U.S. dollars at the exchange rate as of December 31,
2013 of R$2.34 to U.S.$1.00. Where those amounts have been translated, the relevant figures have been
annotated. See "Exchange Rates."
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"); 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 Argentine Secretary of Agriculture, Stockbreeding, Fishing and Food (Secretaría de
Agricultura, Ganadería, Pesca y Alimentos, or "SAGPYA"); Center for Advanced Studies on Applied
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