Obligation Marfrig Global Foods S.A. 7% ( USG5825AAA00 ) en USD

Marfrig Global Foods S.A.

100 % ▼

Bresil

USG5825AAA00 ( en USD )

7% par an ( paiement semestriel )

15/03/2024 - Obligation échue

Prospectus brochure de l'obligation Marfrig Global Foods USG5825AAA00 en USD 7%, échue

200 000 USD

750 000 000 USD

G5825AAA0

N/A

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'analyse financière se penche sur une obligation émise par Marfrig Global Foods, géant brésilien de l'industrie agroalimentaire et l'un des plus grands producteurs mondiaux de viande bovine, avec une présence significative en Amérique du Sud et du Nord. Cette émission obligataire, identifiée par le code ISIN USG5825AAA00 et le code CUSIP G5825AAA0, faisait partie intégrante de la stratégie de financement de l'entreprise. D'un montant total de 750 000 000 USD, l'obligation était libellée en dollars américains et offrait un taux d'intérêt annuel de 7%, payé avec une fréquence semi-annuelle. La taille minimale d'acquisition pour les investisseurs était fixée à 200 000 USD. Émise depuis le Brésil, cette obligation a atteint sa date de maturité le 15 mars 2024. Le remboursement a été effectué à 100% de son prix nominal sur le marché, confirmant que l'obligation a été intégralement honorée par l'émetteur, témoignant de sa capacité à respecter ses engagements financiers.

MARB BondCo PLC
(a public limited company organized and existing under the laws of England and Wales)
U.S.$750,000,000
7.000% Senior Notes due 2024
Unconditionally and Irrevocably Guaranteed by
Marfrig Global Foods S.A., Marfrig Holdings (Europe) B.V. and Marfrig Overseas Limited
We are offering U.S.$750,000,000 aggregate principal amount of MARB BondCo PLC 7.000% Senior Notes due 2024 (the
"notes"). MARB BondCo PLC is a public limited company organized and existing under the laws of England and Wales. 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 (referred to as "Marfrig" or the "Company"). The notes are also unconditionally and
irrevocably guaranteed by Marfrig Overseas Limited, an exempted limited liability company incorporated under the laws of the
Cayman Islands and Marfrig Holdings (Europe) B.V. a private limited liability company organized and existing under the laws of
The Netherlands (collectively referred to as the "subsidiary guarantors").
We will pay interest on the notes semi-annually on March 15 and September 15 of each year, commencing on September 15,
2017. The notes will mature on March 15, 2024. We may redeem some or all of the notes on or after March 15, 2020 at the
redemption prices set forth in this offering memorandum. There is no sinking fund for the notes.
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 the subsidiary guarantors and will
rank pari passu with all unsecured and unsubordinated obligations of Marfrig and the subsidiary guarantors. For a more detailed
description of the notes, see "Description of the Notes."
Application has been made to admit the notes 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 22.
Price: 98.646%
plus accrued interest, if any, from March 15, 2017.
Delivery of the notes in book-entry form was made on or about March 15, 2017.
The notes have not been and will not be registered under the U.S. 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
BB Securities
Bradesco BBI
HSBC
Morgan Stanley
Santander
Co-Manager
Haitong
The date of this listing offering memorandum is May 8, 2017.

__________
TABLE OF CONTENTS
Page
Page
Forward-Looking Statements..................................vi Business............................................................... 100
Presentation of Financial and Other Information..viii Management ........................................................ 140
Summary..................................................................1 Principal Shareholders......................................... 155
Summary of the Offering.......................................11 Related Party Transactions.................................. 157
Summary of Financial and Other Information.......16 Description of the Notes...................................... 158
Risk Factors ...........................................................22 Taxation............................................................... 204
Use of Proceeds .....................................................36 ERISA and Certain Other Considerations........... 212
Capitalization.........................................................37 Transfer Restrictions ........................................... 214
Exchange Rates......................................................38 Plan of Distribution ............................................. 217
Selected Financial and Other Information .............40 Validity of Notes ................................................. 226
Management's Discussion and Analysis of
Independent Auditors .......................................... 227
Financial Condition and Results of Operations...46 Enforcement of Judgments and Service of Process228
Industry Overview .................................................77 Listing and General Information ......................... 231
Moy Park and Other Discontinued Operations......91 Index to Financial Statements ............................. 233
The Issuer...............................................................95
The Guarantors ......................................................96
__________
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 BB Securities Limited,
Banco Bradesco BBI S.A., HSBC Securities (USA) Inc., Morgan Stanley & Co. LLC and
Santander Investment Securities Inc., referred to in this offering memorandum as the initial
purchasers, or Haitong Banco de Investimento do Brasil S.A. Cayman Branch, have authorized
anyone to provide you with information different from, or additional to, that contained in this
offering memorandum. This 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" are 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 "MARB" or the "Issuer" are
to MARB BondCo PLC, a wholly-owned subsidiary of Marfrig, organized and existing under the laws
of England and Wales as a public limited company, and the issuer of the notes. All references to
"subsidiary guarantors" are to Marfrig Holdings (Europe) B.V. ("Marfrig Holdings"), a wholly-owned
subsidiary of Marfrig, organized and existing under the laws of The Netherlands as a private limited
liability company, and to Marfrig Overseas Limited ("Marfrig Overseas"), an exempted limited liability
company incorporated under the laws of the Cayman Islands. All references to the "guarantors" are to
Marfrig, Marfrig Holdings and Marfrig Overseas. The guarantees of the notes are unconditional (subject
to any limitations on such guarantees 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" are to MMS Participações Ltda. ("MMS
Participações"). Marcos Antonio Molina dos Santos and Marcia Aparecida Pascoal Marçal dos Santos
collectively hold all of the voting stock of MMS Participações and together hold, directly and indirectly,
ii

39.47% of our voting stock as of December 31, 2016. References to "principal shareholders" refer to
persons who own 5.0% or more of our capital stock. References to "BNDESPAR" are to BNDES
Participações S.A.
When used in this offering memorandum, the term "domestic markets" refers to the internal
markets of each of the 12 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.
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$3.26 to U.S.$1.00, the U.S. dollar selling rate as of December 31, 2016, 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 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 or Haitong Banco de Investimento do Brasil S.A. Cayman Branch 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 Haitong
Banco de Investimento do Brasil S.A. Cayman Branch, or their respective affiliates as to the accuracy
iii

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.
____________________
NOTICE TO INVESTORS IN 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"), each initial purchaser has represented and
agreed that with effect from and including the date on which the Prospectus Directive is implemented in
the Relevant Member State it has not made and will not make an offer of notes which are the subject of
the offering contemplated by this offering memorandum to the public in that Relevant Member State
other than:
(a) to any legal entity which is a "qualified investor" as defined in the Prospectus Directive;
(b) to fewer than 150 natural or legal persons (other than "qualified investors" as defined in the
Prospectus Directive), subject to obtaining the prior consent of the relevant initial purchaser or
initial purchasers 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 or supplement a prospectus pursuant to
Article 16 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 for the notes, as the same may be varied in that Relevant Member State
by any measure implementing the Prospectus Directive in that Relevant Member State, the expression
"Prospectus Directive" means Directive 2003/71/EC (as amended, including by Directive 2010/73/EU),
and includes any relevant implementing measure in the 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.
NOTICE TO INVESTORS IN THE UNITED KINGDOM
Each initial purchaser has represented and agreed that:
(a) (i) it is a person whose ordinary activities involve it in acquiring, holding, managing or
disposing of investments (as principal or agent) for the purposes of its business and (ii) it has
not offered or sold and will not offer or sell the notes other than to persons whose ordinary
activities involve them in acquiring, holding, managing or disposing of investments (as
principal or as agent) for the purposes of their businesses or who it is reasonable to expect will
acquire, hold, manage or dispose of investments (as principal or agent) for the purposes of
their businesses where the issue of the notes would otherwise constitute a contravention of
Section 19 of the Financial Services and Market Act 2000 ("FSMA") by the Issuer;
iv

(b) it has only communicated or caused to be communicated and will only communicate or cause
to be communicated an invitation or inducement to engage in investment activity (within the
meaning of Section 21 of the FSMA) received by it in connection with the issue or sale of the
notes in circumstances in which Section 21(1) of the FSMA does not apply to the Issuer or the
guarantors; and
(c) 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.
____________________
v

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, including the U.S. and the Asia Pacific, Middle
East and Africa ("APMEA") regions;

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
vi

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.
vii

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 (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, International Accounting
Standards and Interpretations ("IFRS") as issued by the International Accounting Standards Board
("IASB"). Our individual and consolidated financial statements for each of the years ended
December 31, 2016 and 2015 were prepared in accordance with IFRS and Brazilian GAAP.
This offering memorandum contains our financial information derived from our audited
consolidated financial statements as of and for the year ended December 31, 2016 (which contains
comparative information for the financial year ended December 31, 2015), and the notes thereto, and
contains the audit report of BDO RCS Auditores Independentes S.S. with respect thereto. See below for
further discussion. Our audited consolidated financial statements include both guarantor and non-
guarantor companies.
In accordance with IFRS 5 Non-current Assets Held for Sale and Discontinued Operations ("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 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, 2016 and 2015, we disposed of, or classified for sale,
certain operations, as described below. Our audited consolidated financial statements as of and for each
of the years ended December 31, 2016 and 2015 include the required disclosure of the results of
operations of the discontinued businesses.
In 2015, we sold to JBS S.A. ("JBS"), a Brazilian company, for consideration of U.S.$1.21 billion,
our entire ownership interest in certain Marfrig subsidiaries that own and operate the Moy Park business
unit ("Moy Park"). The Moy Park sale closed on September 28, 2015. In the first quarter of 2016, we
also sold certain operations of our beef business unit ("Beef") consisting of: (i) four operational units of
our Marfrig Argentina S.A. subsidiary for consideration of U.S.$75.0 million; (ii) the beef jerky business
of our Marfood USA, Inc. ("Marfood") subsidiary for consideration of U.S.$3.1 million; and (iii) our
ownership interest in MFG Agropecuária Ltda. for consideration of R$95.0 million. See "Moy Park and
Other Discontinued Operations." In 2016, we decided not to dispose of the Vila Mercedes processing
plant, which was previously classified for sale in 2015 and considered Discontinued Operations (as
defined below) in our audited consolidated financial statements for the year ended December 31, 2015.
Therefore, our financial information for the year ended December 31, 2015 presented in this offering
memorandum has been reclassified in order (i) to accurately reflect the disposals that occurred in the
year ended December 31, 2015 and to include the Beef operation that we maintained and (ii) for the
financial information as of and for the year ended December 31, 2015 presented in this offering
viii

memorandum to be comparable with financial information as of and for the year ended December 31,
2016. See note 3.3 to our financial statements as of and for the year ended December 31, 2016.
For the convenience of the reader, we have attached to this offering memorandum our consolidated
financial statements as of and for the year ended December 31, 2015 and the notes thereto, which have
been audited by BDO RCS Auditores Independentes S.S. and contains the audit report of BDO RCS
Auditores Independentes S.S. with respect thereto, but which have not been reclassified to reflect certain
operations previously classified for sale in 2015.
Our audited statements of income and cash flow for the years ended December 31, 2016 and 2015
include the results of our Keystone Foods business unit ("Keystone") and our Beef business unit,
reflecting their status as continuing operations (collectively, the "Continuing Operations"), but exclude
the results of operations of Moy Park and certain operations of our Beef business unit, reflecting their
status as discontinued operations (collectively, the "Discontinued Operations"). Our statement of
financial position, statement of changes in shareholders' equity and statement of added value as of
December 31, 2016 and 2015 exclude the Discontinued Operations.
Unless otherwise indicated, all financial data contained in this offering memorandum are presented
on the basis of Continuing Operations only.
EBITDA
Marfrig's earnings before interest, taxation, depreciation and amortization ("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 (discontinued operations) sets forth the stand-alone EBITDA of Marfrig's assets
classified as discontinued operations for the periods indicated. For the year ended December 31, 2016,
EBITDA (discontinued operations) includes the loss on sale of discontinued operations of R$10.9
million after tax, in accordance with IFRS 5. EBITDA (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--
EBITDA Reconciliation." 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.
ix

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,
2016 of R$3.26 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); the Brazilian Ministry of Labor and Employment (Ministério do Trabalho e Emprego, or
"MTE"); the Brazilian Foreign Trade Office (Secretaria de Comércio Exterior); the Brazilian
Association of Industrialized Meat Exporting Companies (Associação Brasileira das Indústrias
Exportadoras de Carnes); the Uruguayan National Beef Institute (Instituto Nacional de Carnes); 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; 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); Center for
Advanced Studies on Applied Economics (Centro de Estudos Avançados em Economia Aplicada); 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
the "ESALQ"); the International Monetary Fund ("IMF"); Brazilian Association of Meatpackers
(Associação Brasileira de Frigoríficos); Watt Publishing; the U.S. National Restaurant Association; and
the Food and Agriculture Organization of the United Nations (the "FAO"), among others. Industry
publications, including the ones referred to in this offering memorandum, generally state that the
information presented in that publication 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.
Information from third parties has been accurately reproduced and as far as we are aware, and are able to
ascertain from information published by that third party, no facts have been omitted which would render
the reproduced information inaccurate or misleading.
Operational Information
Unless otherwise indicated, all production, plant and capacity data contained in this offering
memorandum are presented on the basis of Continuing Operations only.
Covenant Net Debt
This offering memorandum contains information with respect to our net debt as adjusted to take
into account the difference in the value in reais of our foreign currency denominated debt as of the date
of the incurrence of such debt (using the then current exchange rate) and as of the last day of the most
recent financial statements available ("Covenant Net Debt"). This exchange rate difference as of
December 31, 2016 and 2015 were R$3,777.5 million (U.S.$1,158.7 million) and R$1,698.9 million
(U.S.$435.6 million), respectively. See note 20.3 to our financial statements as of and for the year ended
December 31, 2016. Covenant Net Debt is calculated pursuant to the terms of our financing agreements
for the purposes of compliance with certain financial covenants therein, including Covenant Net
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