SÃO PAULO, June 30, 2021
/PRNewswire/ -- BRF S.A. ("BRF") today announces
the expiration and final results of its previously announced offer
to purchase for cash for up to the Maximum Amount (as defined
below) of Total Consideration (as defined below) of the outstanding
4.875% Senior Notes due 2030 ("Notes") issued by
BRF (the "Offer").
The Offer was made upon the terms and subject to the conditions
set forth in the Offer to Purchase dated June 2, 2021 (the "Offer to
Purchase"). This press release is qualified in its entirety
by the previously announced modification to the Offer and the Offer
to Purchase. Capitalized terms used but not otherwise defined
herein have the meanings ascribed to them in the Offer to
Purchase.
As of 11:59 p.m. (New York City time) on June 29, 2021 (the "Expiration
Date"), according to information received from D.F. King
& Co., Inc., the information and tender agent for the Offer,
U.S.$59,402,000, or approximately
7.92% of the principal amount outstanding, of the Notes was validly
tendered, and not validly withdrawn.
The following table sets forth the principal amount of the Notes
validly tendered and not validly withdrawn, as well as the
principal amount of Notes that BRF has accepted for purchase, after
giving effect to the Maximum Amount (as described below), on the
settlement date for the Offer, which is expected to be June 30, 2021 (the "Settlement
Date").
Title of
Security
|
Security
Identifiers
|
Principal Amount
Outstanding Prior to Offer
|
Maximum
Amount(1)
|
Principal Amount
Validly Tendered and Not Validly Withdrawn Prior to Expiration
Date(2)
|
Principal Amount
Accepted
|
4.875% Senior Notes
due 2030
|
CUSIP
Nos.:
10552T
AG2/P1905CJX9
ISINs:
US10552TAG22/USP1905CJX94
|
U.S.$750,000,000
|
U.S.$180,000,000
|
U.S.$59,402,000
|
U.S.$59,402,000
|
(1) The "Maximum
Amount" equals a total purchase price, including any
applicable Tender Consideration (as defined below) and Early Tender
Premium (as defined below) but excluding any applicable Accrued
Interest (as defined below), of U.S.$180.0
million.
(2) As reported by D.F. King & Co., Inc., the
information and tender agent for the Offer, as of the Expiration
Date.
The deadline for holders of Notes to tender their Notes in the
Offer was the 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validly tendered and not validly withdrawn may not be withdrawn or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 who validly tendered and did not validly withdraw their
Notes in the Offer on or prior to the Expiration Date will be
eligible to receive the total consideration of U.S.$1,047.50 per U.S.$1,000 principal amount of Notes tendered (the
"Total Consideration"), which includes the tender
consideration of U.S.$1,017.50 per
U.S.$1,000 principal amount of Notes
tendered (the "Tender Consideration") and an early
tender premium of U.S.$30.00 per
U.S.$1,000 principal amount of Notes
validly tendered (the "Early Tender Premium").
In addition to the Total Consideration, holders whose Notes are
validly tendered and accepted for purchase in the Offer will also
receive accrued and unpaid interest ("Accrued
Interest") from, and including, the last interest payment
date to, but not including, the Settlement Date.
BRF's obligation to accept for purchase, and pay for, Notes that
are validly tendered and not validly withdrawn pursuant to the
Offer was conditioned upon the satisfaction or waiver by BRF of a
number of conditions described in the Offer to Purchase, which have
been satisfied.
BRF has retained Banco BTG Pactual S.A.—Cayman Branch and
Citigroup Global Markets Inc. to serve as dealer managers and D.F.
King & Co., Inc. to serve as information and tender agent for
the Offer. 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) 856-3065 (U.S. toll
free) or in writing at brf@dfking.com. Questions about the Offer
may be directed to Banco BTG Pactual S.A.—Cayman Branch by
telephone at +1 (212) 293-4600 (collect) or by email at
OL-DCM@btgpactual.com and Citigroup Global Markets Inc. by
telephone at +1 (212) 723-6106 (toll free) or +1 (800) 558-3745
(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 Offer was not made to, nor will BRF
accept tenders of Notes from, holders in any jurisdiction in which
the Offer 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 Offer to be made by a licensed broker or dealer, the
Offer was 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, has made any recommendation as to whether
holders should tender or refrain from tendering all or any portion
of their Notes in response to the Offer. 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 Offer 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 Offer, passed upon
the merits or fairness of the Offer 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 2020 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 Offer.
Contact:
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