BRFS BRF SA

FORM 6-K
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 OF THE
SECURITIES EXCHANGE ACT OF 1934

dated January 23, 2024

Commission File Number 1-15148

BRF S.A.
(Exact Name as Specified in its Charter)

N/A
    (Translation of Registrant’s Name)

14401 AV. DAS NACOES UNIDAS 22ND FLOOR
CHAC SANTO ANTONIO 04730 090-São Paulo – SP, Brazil
    (Address of principal executive offices) (Zip code)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

Form 20-F x   Form 40-F o

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T
Rule 101(b)(1):                   

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T
Rule 101(b)(7):                   

Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

Yes o   No x

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): Not applicable.

 

 

 

 

*             *             *

This material includes certain forward-looking statements that are based principally on current expectations and on projections of future events and financial trends that currently affect or might affect the Company’s business, and are not guarantees of future performance.  These forward-looking statements are based on management’s expectations, which involve a number of known and unknown risks, uncertainties, assumptions and other important factors, many of which are beyond the Company’s control and any of which could cause actual financial condition and results of operations to differ materially fom those set out in the Company’s forward-looking statements.  You are cautioned not to put undue reliance on such forward-looking statements.  The Company undertakes no obligation, and expressly disclaims any obligation, to update or revise any forward-looking statements.  The risks and uncertainties relating to the forward-looking statements in this Report on Form 6-K, including Exhibit 1 hereto, include those described under the captions “Forward-Looking Statements” and “Item 3. Key Information — D. Risk Factors” in the Company’s annual report on Form 20-F for the year ended December 31, 2012.

 

 

 

 

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: January 23, 2024
	BRF S.A.
	By:	/s/ Fabio Luis Mendes Mariano
		Name:	Fabio Luis Mendes Mariano
		Title:	Chief Financial and Investor Relations Officer

 

 

 

 

 

 

EXHIBIT INDEX

Exhibit	Description of Exhibit
1	ANNOUNCEMENT OF RELATED PARTY TRANSACTION

 

 

 

 

BRF S.A.

Publicly Held Company

CNPJ 01.838.723/0001-27

NIRE 42.300.034.240

CVM 16269-2

 

ANNOUNCEMENT OF RELATED PARTY TRANSACTION

 

BRF S.A. (“BRF” or “Company”) (B3: BRFS3; NYSE: BRFS), in accordance with item XXXII of article 33 of CVM Resolution no. 80/2022 informs its shareholders and the market in general of the following related party transaction:

 

Related Party Names	BRF S.A. and Potengi Holdings S.A. (“Potengi”).
Relationship with the Company	BRF holds a minority shareholding of Potengi’s share capital, with the remaining portion of the capital being held by AES Brasil Energia S.A. (“AES Brasil”). Potengi is an affiliate of BRF.
Date of the Transaction	January 19th, 2024.

 

Object, Main Terms and Conditions	BRF’s Board of Directors approved that the Company provide a guarantee (“Guarantee”), up to 24% of the issued amount, alongside of AES Brasil, which shall guarantee the remainder of the issue, with the purpose of ensuring compliance with the main and additional obligations undertaken by Potengi at its 1st (first) issue of 300,000 (three hundred thousand) simple debentures, not convertible into shares, in a single series, with a maturity period of 18 (eighteen) years from the date of issue and nominal unit value of R$ 1.000,00 (one thousand reais), which will be subject to public distribution intended exclusively for professional investors, in accordance with CVM Resolution No. 160/2022, under the firm placement guarantee regime for the total value of the issue (“Debentures”).
Reasons why the Company’s management deems the operation to be equitable	The Company’s management considers that granting the Guarantee is equitable and in the interest of BRF, since (i) the granting of the Guarantee by BRF and AES Brasil constitutes one of the conditions for the placement of the Debentures; (ii) the guarantee provided by BRF is restricted to the percentage approved by the Company’s Board of Directors, and AES Brasil will also provide a guarantee for the remainder of the issue; and (iii) the terms and conditions of the guarantee provided by BRF will be exactly the same as those applicable to the guarantee provided by AES Brasil, and there is no joint liability between BRF and AES Brasil.
Eventual involvement of the counterparty, its partners, or administrators in the Company’s decision process regarding the Operation or in the negotiation of the Operation as representatives of the Company, describing these involvements	There was no participation by Potengi, it’s administrators and/or AES Brasil in the decision-making by BRF regarding the grating of the Guarantee, and such individuals also did not take part in the transaction as representatives of BRF.

 

 

São Paulo, January 23, 2024.

 

Fabio Luis Mendes Mariano

Chief Financial and Investor Relations Officer

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