SÃO PAULO, Sept. 21, 2020
/PRNewswire/ -- BRF S.A. ("BRF") today announces
the expiration and final results of its previously announced offers
to purchase for cash any and all of the outstanding 5.875% Senior
Notes due 2022 (the "2022 Notes") issued by BRF (the
"2022 Notes Offer"), 2.750% Senior Notes due 2022
(the "Euro Notes") issued by BRF (the "Euro
Notes Offer") and 3.95% Senior Notes due 2023 ("2023
Notes" and, together with the 2022 Notes and the Euro
Notes, the "Notes") issued by BRF (the
"2023 Notes Offer" and, together with the 2022 Notes
Offer and the Euro Notes Offer, the "Any and All
Offers"). The Any and All Offers were made upon the terms
and subject to the conditions set forth in the offer to purchase
dated September 14, 2020 (the "Offer to
Purchase"). This press release is qualified in its entirety
by the Offer to Purchase.
As of 8:30 a.m. (New York City time) on September 21, 2020 (the "Any and All Offers
Expiration Date"), according to information received from
D.F. King & Co., Inc., the information and tender agent for the
Any and All Offers, (i) U.S.$11,194,000, or approximately 13.63% of the
principal amount outstanding, of the 2022 Notes was validly
tendered, and not validly withdrawn, (ii) €39,048,000, or
approximately 18.98% of the principal amount outstanding, of the
Euro Notes was validly tendered, and not validly withdrawn and
(iii) U.S.$51,389,000, or
approximately 18.00% of the principal amount outstanding, of the
2023 Notes was validly tendered, and not validly withdrawn. The
following table sets forth the principal amount of the 2022 Notes,
Euro Notes and 2023 Notes validly tendered and the principal amount
BRF has accepted for purchase on the settlement date for the Any
and All Offers, which is expected to be September 24, 2020 (the "Any and All Offers
Settlement Date").
Title of
Security
|
Security
Identifiers
|
Principal Amount
Outstanding Prior to Any and All Offers
|
Principal Amount
Validly Tendered and Not Validly Withdrawn Prior to Any and All
Offers Expiration Date(1)
|
5.875% Senior Notes
due 2022
|
CUSIP
Nos.:
10552T AA5/
P1905CAA8
ISINs: US10552TAA51/
USP1905CAA82
|
U.S.$82,122,000
|
U.S.$11,194,000
|
2.750% Senior Notes
due 2022
|
ISINs:
XS1242327325/
XS1242327168
Common Codes:
124232732/124232716
|
€205,720,000
|
€39,048,000
|
3.95% Senior Notes
due 2023
|
CUSIP
Nos.:
10552T AE7/
P1905CAD2
ISINs: US10552TAE73/
USP1905CAD22
|
U.S.$285,422,000
|
U.S.$51,389,000
|
(1) As reported by
D.F. King & Co., Inc., the information and tender agent for the
Any and All Offers as of the Any and All Offers Expiration
Date.
The deadline for holders of Notes to tender their Notes in the
Any and All Offers was the Any and All Offers Expiration Date.
Accordingly, Notes that have been validly tendered and not validly
withdrawn may not be withdrawn or such tenders revoked, except as
required by applicable law.
Holders of 2022 Notes who (i) validly tendered and did not
validly withdraw their 2022 Notes on or prior to the Any and All
Offers Expiration Date or (ii) delivered a properly completed and
duly executed Notice of Guaranteed Delivery (as defined in the
Offer to Purchase) and other required documents pursuant to the
Guaranteed Delivery Procedures (as defined in the Offer to
Purchase) on or prior to the Any and All Offers Expiration Date and
tender their 2022 Notes on or prior to the Guaranteed Delivery Date
(as defined in the Offer to Purchase) will be eligible to receive
the total consideration of U.S.$1,060.00 per U.S.$1,000 principal amount of 2022 Notes tendered
(the "2022 Notes Total Consideration").
Holders of Euro Notes who (i) validly tendered and did not
validly withdraw their Euro Notes on or prior to the Any and All
Offers Expiration Date or (ii) delivered a properly completed and
duly executed Notice of Guaranteed Delivery and other required
documents pursuant to the Guaranteed Delivery Procedures on or
prior to the Any and All Offers Expiration Date and tender their
Euro Notes on or prior to the Guaranteed Delivery Date will be
eligible to receive the total consideration of €1,024.00 per €1,000
principal amount of Euro Notes tendered (the "Euro Notes
Total Consideration").
Holders of 2023 Notes who (i) validly tendered and did not
validly withdraw their 2023 Notes on or prior to the Any and All
Offers Expiration Date or (ii) delivered a properly completed and
duly executed Notice of Guaranteed Delivery and other required
documents pursuant to the Guaranteed Delivery Procedures on or
prior to the Any and All Offers Expiration Date and tender their
2023 Notes on or prior to the Guaranteed Delivery Date will be
eligible to receive the total consideration of U.S.$1,036.50 per U.S.$1,000 principal amount of 2023 Notes tendered
(the "2023 Notes Total Consideration").
In addition to the applicable Total Consideration, holders whose
Notes were validly tendered and accepted for purchase in the Any
and All Offers will also receive accrued and unpaid interest from,
and including, the last interest payment date to, but not
including, the Any and All Offers Settlement Date.
BRF's obligation to accept for purchase, and pay for, Notes that
are validly tendered and not validly withdrawn pursuant to each Any
and All Offer is conditioned upon the satisfaction or waiver of
certain conditions described in the Offer to Purchase, including
the Financing Condition (as defined in the Offer to Purchase). BRF
has the right, in its sole discretion, to amend or terminate one or
more of the Any and All Offers at any time, subject to applicable
law.
BRF has retained BB Securities Limited, Banco Bradesco BBI S.A.,
Banco BTG Pactual S.A.—Cayman Branch, Citigroup Global Markets
Inc., Itau BBA USA Securities,
Inc., J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC, and
Santander Investment Securities Inc. to serve as dealer managers
and D.F. King & Co., Inc. to serve as information and tender
agent for the Any and All Offers. The Offer to Purchase and any
related supplements are available at the D.F. King & Co., Inc.
website at www.dfking.com/brf. Requests for the Offer to Purchase
and any related supplements may also be directed to D.F. King &
Co., Inc. by telephone at +1 (212) 269-5550 or +1 (866) 796-7184
(US toll free) or +44 (0) 20 7920-9700 or in writing at
brf@dfking.com. Questions about the Any and All Offers may be
directed to BB Securities Limited by telephone at +44 207 367 5800;
Banco Bradesco BBI S.A. by telephone at +1 (646) 432-6643
(collect); Banco BTG Pactual S.A.—Cayman Branch by telephone at +1
(212) 293-4600 (collect) or by email at OL-DCM@btgpactual.com;
Citigroup Global Markets Inc. by telephone at +1 (212) 723-6106
(toll free) or +1 (800) 558-3745 (collect); Itau BBA USA Securities, Inc. by telephone at + 1 (212)
710-6749 (collect); J.P. Morgan Securities LLC at + 1 (866)
846-2874 (toll free) or + 1 (212) 834-7279 (collect); Morgan
Stanley & Co. LLC at +1 (800) 624-1808 (toll free) or + 1 (212)
761-1057 (collect); and Santander Investment Securities Inc. by
telephone at +1 (855) 404-3636 (toll free) or +1 (212) 940-1442
(collect).
This press release shall not constitute an offer to purchase or
a solicitation of acceptance of the offer to purchase, which are
being made only pursuant to the terms and conditions contained in
the Offer to Purchase. The Any and All Offers are not being made
to, nor will BRF accept tenders of Notes from, holders in any
jurisdiction in which the Any and All Offers or the acceptance
thereof would not be in compliance with the securities or blue sky
laws of such jurisdiction. In any jurisdiction where
the laws require the Any and All Offers to be made by a licensed
broker or dealer, the Any and All Offers will be made by the dealer
managers on behalf of BRF.
None of BRF, the information and tender agent, the dealer
managers or the trustee with respect to the Notes, nor any of their
respective affiliates, makes any recommendation as to whether
holders should tender or refrain from tendering all or any portion
of their Notes in response to the Any and All Offers. None of BRF,
the information and tender agent, the dealer managers or the
trustee with respect to the Notes, nor any of their respective
affiliates, has authorized any person to give any information or to
make any representation in connection with the Any and All Offers
other than the information and representations contained in the
Offer to Purchase.
Neither the U.S. Securities and Exchange Commission, any U.S.
state securities commission nor any regulatory authority of any
other country has approved or disapproved of the Any and All
Offers, passed upon the merits or fairness of the Any and All
Offers or passed upon the adequacy or accuracy of the disclosure in
the Offer to Purchase.
About BRF
BRF is a sociedade anônima (corporation) organized under
the laws of the Federative Republic of Brazil. BRF's principal executive offices are
located at Av. das Nações Unidas, 8501 – 1st Floor, Pinheiros,
05425-070, São Paulo, SP, Brazil,
and its telephone number at this address is
+55-11-2322-5000/5355/5048.
Forward-Looking Statements
Statements in this press release may be "forward-looking
statements" within the meaning of Section 27A of the U.S.
Securities Act of 1933, as amended, and Section 21E of the U.S.
Securities Exchange Act of 1934, as amended, which are subject to
risks and uncertainties. Other than statements of historical fact,
information regarding activities, events and developments that BRF
expects or anticipates will or may occur in the future are
forward-looking statements based on management's estimates,
assumptions and projections. Many forward-looking statements may be
identified by the use of words such as "expect," "anticipate,"
"intend," "plan," "believe, "estimate" and similar expressions.
Forward-looking statements contained in this press release are
predictions only and actual results could differ materially from
management's expectations due to a variety of factors, including
those described the section titled "Risk Factors" in BRF's Annual
Report for fiscal year 2019 on Form 20-F. All forward-looking
statements attributable to BRF are expressly qualified in their
entirety by such risk factors. The forward-looking statements that
BRF makes in this press release are based on management's current
views and assumptions regarding future events and speak only as of
their dates. BRF and the dealer managers assume no obligation to
update developments of these risk factors or to announce publicly
any revisions to any of the forward-looking statements that BRF
makes, or to make corrections to reflect future events or
developments, except as required by the U.S. federal securities
laws.
DISCLAIMER
This press release must be read in conjunction with the Offer to
Purchase, which contains important information. None of BRF, the
dealer managers, the information and tender agent and any person
who controls, or is a director, officer, employee or agent of such
persons, or any affiliate of such persons, makes any recommendation
as to whether holders of Notes should participate in the Any and
All Offers.
BRF S.A.
Investor Relations Department
Av. Nações Unidas, 8,501, 1st floor
05425-070 – São Paulo – SP – Brasil
Tel.: 11 2322-5377
E-mail: acoes@brf-br.com
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SOURCE BRF