Frigorífico Concepción in Tender Offer, Consent Solicitation, and Concurrent New Money Offering

July 21, 2021

Cleary Gottlieb represented Frigorífico Concepción S.A. (FriCon), as issuer, and Frigorífico BCF S.A. (BCF), as guarantor, in FriCon’s offer to purchase any and all of its outstanding 10.25% notes due 2025, solicitation of consents to amend the old notes and the related indenture, and the related offering of new secured and guaranteed notes described below.

Holders of old notes tendered $155.7 million aggregate principal amount of old notes, representing 96.71% of the outstanding aggregate principal of old notes, in the tender offer. FriCon also obtained consents representing the requisite majority to vote in favor of the proposed amendments to the old notes and the related indenture.

Concurrently with the tender offer and consent solicitation, FriCon issued an aggregate principal amount of $300 million of 7.7% senior secured notes due 2028. The new notes are secured by BCF.

The tender offer and consent solicitation launched on June 21, 2021, and settled on July 21, 2021. The new money offer launched and priced on July 14, 2021, and closed on July 21, 2021, concurrently with the tender offer.

BofA Securities Inc. acted as dealer manager for the tender offer and consent solicitation, and as sole bookrunner and manager for the concurrent offering of the new money notes. Oppenheimer & Co. Inc. acted as co-manager for the new notes offering.

FriCon is one the leading beef processing companies in Paraguay, as well as the leading exporter of beef from Paraguay in 2020 and each year from 2010 to 2017. Its principal activities are the slaughtering, deboning, processing, marketing, and distribution of beef products and by-products, either refrigerated or frozen.