Mbrf Global Foods Company S.a. · BMFBOVESPA:MBRF3

Mbrf Global Foods — Marfrig Global Foods — Merger or Acquisition (April 2018)

21 slides from Mbrf Global Foods's merger presentation, Apr 9, 2018

  1. Slide 1: Transaction

    TRANSACTION + April 9th, 2018 1

  2. Slide 2: Redirecting the growth strategy of its divisions: beef core business

    REDIRECTING THE GROWTH STRATEGY OF ITS DIVISIONS: - BEEF CORE BUSINESS WE HAVE TWO PROJECTS (1ST HALF 2018) I. AQUISITION OF MAJORITY STAKE AT NATIONAL BEEF, ADDING TO THE BEEF BRAZIL STRATEGY - COMPLEMENTARY FIT - STRONG RESULTS AND CASH GENERATION 2. KEYSTONE SALE - BANKS ENGAGED (JPM E RABOBANK)

  3. Slide 3: Transaction Overview

    TRANS ACTION OVERVIEW 3

  4. Slide 4: Acquisition of a 51% stake in National Beef for US$969 million

    Acquisition of a 51% stake in National Beef for US$969 million • Enterprise Value of US$2,3 billion • Implied EV/EBITDA* transaction multiple of 4.4x TRANSACTION • ROIC** > 20% Leucadia will remain an important shareholder with ~31%. USPB with ~15% and others with ~3% Lock-up period of 5 years from

  5. Slide 5: Strategic Drivers at a Glance

    STRATEGIC DRIVERS AT A GLANCE 5

  6. Slide 6: National Beef – complementary fit to Marfrig's core

    NATIONAL BEEF – COMPLEMENTARY FIT TO MARFRIG´S CORE Focus on the Core business AND LEADING PORTFOLIO INTERNATIONAL STRATEGIC STRONG U.S. BEEF EXPANSION REACH ALLIANCE PERFORMANCE Better Capital PROCESSOR Structure Acquisition of the Access to Platform in premium Supply contract Industry leading #4 b

  7. Slide 7: Beef Footprint

    BEEF FOOTPRINT 7

  8. Slide 8: Combination creates the #2 beef player globally

    COMBINATION CREATES UNITED THE #2 BEEF PLAYER GLOBALLY STATES LEADING POSITIONS IN TWO OF THE LARGEST BEEF MARKETS IN THE WORLD SOUTH AMERICA STRONG PLATFORM TO SLAUGHTERING SERVE GLOBAL CLIENTS PROCESSED FOOD SLAUGHTERING/PROCESSING WITH FULL RANGE OF PRODUCTS TANNERY DISTRIBUTION CENTER 8

  9. Slide 9: Marfrig and National Beef beef operations

    2 nd largest beef operation in Brazil 4 th largest beef processing company in the U.S. GRASS FED PARTNERSHIP LEADER in beef production + with suppliers to premium markets in Uruguay ACCESS as U.S., Japan and South Korea LARGEST beef importer in Chile 5 1 19slaughtering plants in operation Operationa

  10. Slide 10: National Beef Highlights

    National Beef HIGHLIGHTS 10

  11. Slide 11: Differentiated footprint at U.S. market

    DIFFERENTIATED FOOTPRINT AT U.S. MARKET STRONG PRESENCE IN FOODSERVICE AND RETAIL > 80% OF REVENUES CONSISTENT GROWTH IN CONSUMER READY BRANDS E-COMMERCE 11

  12. Slide 12: Access to key export markets

    ACCESS TO KEY EXPORT MARKETS 13.3% (% OF SALES) 7,1% LARGEST FRESH BEEF EXPORTER 8.2% 47.8% 10.0% Japan Taiwan China South Korea Mexico Other 13.6% 12

  13. Slide 13: Beef Division Result Proforma

    BEEF DIVISION RESULT PROFORMA 13

  14. Slide 14: Net revenue and adjusted EBITDA and margin

    NET REVENUE ADJ. EBITDA & (R$ billion*) MARGIN (R$ million*) +5% 6.8% 7.6% 32.3 34.0 +17% 2,589 2,212 22.9 24.3 1,422 1,748 9.4 9.7 789 841 2016 2017 2016 2017 (US$ billion*) (US$ million*) +4% +15% 9.9 10.3 678 783 7.0 7.3 436 528 2.9 2.9 242 254 MARFRIG BEEF *Amounts converted using USD/BRL of 3.3

  15. Slide 15: Financing and Leverage

    FINANCING AND LEVERAGE 15

  16. Slide 16: Bridge loan, term loan and proforma leverage

    NOTIONAL VALUE MATURITY PRICING BRIDGE LOAN US$ 900 MILLION 1 YEAR LIBOR + 550 BPS* TERM LOAN US$ 100 MILLION DEC 11, 2022 LIBOR + 200 BPS P.S. The Bridge Loan repayment will be made using the proceeds from Keystone sale (IN R$ MILLION) MARFRIG 2017 PROFORMA NET DEBT 8.025 11.828 EBITDA ADJ 1.708 3.

  17. Slide 17: Closing Remarks

    CLOSING REMARKS 17

  18. Slide 18: Marfrig becomes the 2nd world's largest beef company

    MARFRIG BECOMES THE 2ND WORLD’S LARGEST BEEF COMPANY. CONSOLIDATION OF THE AMERICA´S PRODUCTION PLATFORM THIS TRANSACTION WON’T CHANGE THE COMPANY’S FINANCIAL DISCIPLINE, BUT STRENTHENS THE DELEVERAGE PATH. AFTER KEYSTONE SALE, MARFRIG WILL BE THE COMPANY WITH THE BEST FINANCIAL HEALTH IN THE SECTOR

  19. Slide 19: Disclaimer

    ———- DISCLAIMER

  20. Slide 20: Disclaimer

    This material is a presentation of general information about Marfrig Global This presentation includes forward-looking statements. Such statements do not constitute Foods S.A. and its consolidated subsidiaries (jointly the “Corporation”) on the historical fact and reflect the beliefs and expectation

  21. Slide 21: April 9th, 2018

    + April 9th, 2018 21

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