SAO PAULO, Sept. 11, 2019 /PRNewswire/ -- BRF S.A.
("BRF") today announces the commencement an offer to
purchase for cash (i) 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") issued by BRF (the "2023 Notes
Offer" and, together with the 2022 Notes Offer and the Euro
Notes Offer, the "Any and All Offers") and (ii) the
outstanding 4.75% Senior Notes due 2024 (the "2024
Notes" and, together with the 2022 Notes, the Euro Notes
and the 2023 Notes, the "Notes") issued by BRF (the
"2024 Notes Offer" and, together with the Any and All
Offers, the "Offers") up to the Maximum Amount (as
defined below).
The Offers are made upon the terms and subject to the conditions
set forth in the offer to purchase dated September 11, 2019
(the "Offer to Purchase"). The Offers are not
contingent upon the tender of any minimum principal amount of
Notes, but BRF will only purchase 2024 Notes up to an aggregate
amount of 2024 Notes Total Consideration (as defined herein) not to
exceed U.S.$410.0 million less
the cash amount, in U.S. dollars, that BRF is required to spend to
purchase the 2022 Notes, the Euro Notes and the 2023 Notes validly
tendered and accepted for purchase pursuant to the Any and All
Offers (the "Maximum Amount"). Accordingly, if the
aggregate amount, in U.S. dollars, that BRF is required to spend to
purchase the 2022 Notes, the Euro Notes and the 2023 Notes validly
tendered and accepted for purchase pursuant to the Any and All
Offers equals or exceeds U.S.$410.0
million, no tendered 2024 Notes will be accepted for
purchase, even if validly tendered and not validly withdrawn.
The following table sets forth certain information relating to
the Offers.
Title of
Security
|
Security
Identifiers
|
Principal Amount
Outstanding
|
Maximum
Amount
|
Tender
Consideration(1)
|
Early Tender
Premium(1)
|
Total
Consideration(1)
|
5.875% Senior Notes
due 2022
|
CUSIP
Nos.:
10552T AA5/
P1905CAA8
ISINs: US10552TAA51/
USP1905CAA82
|
U.S.$118,662,000
|
Any and
All
|
N/A
|
N/A
|
U.S.$1,038.75
|
2.750% Senior Notes
due 2022
|
ISINs:
XS1242327325/
XS1242327168
Common Codes:
124232732/124232716
|
€500,000,000
|
Any and
all
|
N/A
|
N/A
|
€1,048.75
|
3.95% Senior Notes
due 2023
|
CUSIP
Nos.:
10552T AE7/
P1905CAD2
ISINs: US10552TAE73/
USP1905CAD22
|
U.S.$500,000,000
|
Any and
all
|
N/A
|
N/A
|
U.S.$1,011.25
|
4.75% Senior Notes
due 2024
|
CUSIP
Nos.:
10552T AF4/
P1905CAE0
ISINs: US10552TAF49/
USP1905CAE05
|
U.S.$750,000,000
|
Maximum
Amount(2)
|
U.S.$1,010.0
|
U.S.$30.00
|
U.S.$1,040.00
|
|
(1) The
amount to be paid for each U.S.$1,000 principal amount of 2022
Notes, 2023 Notes and 2024 Notes and €1,000 principal amount of
Euro Notes, in each case, validly tendered and accepted for
purchase, excluding accrued and unpaid interest on the Notes to the
applicable Settlement Date (as defined in the Offer to
Purchase).
|
(2)
Equals an aggregate amount of 2024 Notes Total Consideration not to
exceed U.S.$410.0 million less the cash amount, in U.S.
dollars, that BRF is required to spend to purchase the 2022 Notes,
the Euro Notes and the 2023 Notes validly tendered and accepted for
purchase pursuant to the Any and All Offers. For purposes of
calculating the Maximum Amount, the aggregate U.S.
dollar-equivalent Euro Notes Total Consideration (as defined
herein) for the Euro Notes validly tendered and not validly
withdrawn, the principal amount of such Euro Notes will be
converted into U.S. dollars using the euro to U.S. dollar exchange
rate as of 8:30 a.m. (New York City time) on the Any and All
Expiration Date.
|
Indicative Timetable for the Offers:
Commencement of the
Offers
|
September 11,
2019
|
|
|
Any and All
Withdrawal Date
|
8:30 a.m. (New York
City time) on September 18, 2019, unless extended by BRF in its
sole discretion, except as described in the Offer to Purchase or as
required by applicable law.
|
|
|
Any and All
Expiration Date
|
8:30 a.m. (New York
City time) on September 18, 2019, unless extended by BRF in its
sole discretion.
|
|
|
Any and All
Settlement Date
|
Promptly after the
Any and All Expiration Date. Expected to be September 24, 2019, but
subject to change.
|
|
|
Guaranteed Delivery
Date
|
5:00 p.m. (New York
City time) on the second business day following the Any and All
Expiration Date, expected to be on September 20, 2019, unless the
Any and All Expiration Date is extended by BRF in its sole
discretion.
There are no
guaranteed delivery provisions provided by BRF in order to tender
2024 Notes in the 2024 Notes Offer.
|
|
|
Guaranteed Delivery
Settlement Date
|
Promptly after the
Guaranteed Delivery Date. Expected to be September 24, 2019, but
subject to change.
|
|
|
2024 Notes Withdrawal
Date
|
5:00 p.m. (New York
City time) on September 24, 2019, unless extended by BRF in its
sole discretion.
|
|
|
2024 Notes Early
Tender Date
|
5:00 p.m. (New York
City time) on September 24, 2019, unless extended by BRF in its
sole discretion.
|
|
|
2024 Notes Early
Settlement Date
|
Promptly after the
2024 Notes Early Tender Date. Expected to be September 27, 2019,
but subject to change.
|
|
|
2024 Notes Expiration
Date
|
11:59 p.m. (New York
City time) October 8, 2019, unless extended by BRF in its sole
discretion.
|
|
|
2024 Notes Final
Settlement Date
|
Promptly after the
2024 Notes Expiration Date. Expected to be October 11, 2019, but
subject to change.
|
The Any and All Offers will expire at 8:30 a.m. (New York
City time) on September 18,
2019, unless earlier terminated or extended by BRF (such
time and date, as the same may be extended, the "Any and All
Expiration Date").
Holders of 2022 Notes who (i) validly tender and do not validly
withdraw their 2022 Notes on or prior to the Any and All Expiration
Date or (ii) deliver 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 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.$1,038.75 per U.S.$1,000 principal amount of 2022 Notes tendered
(the "2022 Notes Total Consideration"). Validly
tendered 2022 Notes may be withdrawn in accordance with the terms
of the 2022 Notes Offer, at any time prior to 8:30 a.m. (New York
City time) on September 18,
2019, unless extended, but not thereafter, except as
described in the Offer to Purchase or as required by applicable
law.
Holders of Euro Notes who (i) validly tender and do not validly
withdraw their Euro Notes on or prior to the Any and All Expiration
Date or (ii) deliver 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 Expiration Date and tender their Euro 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
€1,048.75 per €1,000 principal amount of Euro Notes tendered (the
"Euro Notes Total Consideration"). Validly tendered
Euro Notes may be withdrawn in accordance with the terms of the
Euro Notes Offer, at any time prior to 8:30
a.m. (New York City time)
on September 18, 2019, unless
extended, but not thereafter, except as described in the Offer to
Purchase or as required by applicable law.
Holders of 2023 Notes who (i) validly tender and do not validly
withdraw their 2023 Notes on or prior to the Any and All Expiration
Date or (ii) deliver 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 Expiration Date and tender their 2023 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.$1,011.25 per U.S.$1,000 principal amount of 2023 Notes tendered
(the "2023 Notes Total Consideration"). Validly
tendered 2023 Notes may be withdrawn in accordance with the terms
of the 2023 Notes Offer, at any time prior to 8:30 a.m. (New York
City time) on September 18,
2019, unless extended, but not thereafter, except as
described in the Offer to Purchase or as required by applicable
law.
The 2024 Notes Offer will expire at 11:59
p.m. (New York City time)
on October 8, 2019, unless earlier
terminated or extended by BRF (such time and date, as the same may
be extended, the "2024 Notes Expiration Date").
Holders who validly tender and do not validly withdraw their 2024
Notes on or prior to 5:00 p.m.
(New York City time) on
September 24, 2019, unless extended
(such time and date, as they may be extended, the "2024 Notes
Early Tender Date"), will be eligible to receive the total
consideration of U.S.$1,040.00 per
U.S.$1,000 principal amount of 2024
Notes tendered (the "2024 Notes Total
Consideration"), which includes an early tender premium of
U.S.$30.00 per U.S.$1,000 principal amount of 2024 Notes validly
tendered. Holders who validly tender their 2024 Notes after the
2024 Notes Early Tender Date, but on or prior to the 2024 Notes
Expiration Date, will be eligible to receive the tender
consideration of U.S.$1,010.00 per
U.S.$1,000 principal amount of 2024
Notes tendered (the "2024 Tender Consideration").
2024 Notes tendered may be withdrawn at any time prior to
5:00 p.m. (New York City time) on September 24, 2019, unless extended by BRF in its
sole discretion, but not thereafter.
In addition to the applicable Total Consideration and the 2024
Tender Consideration, as applicable, holders whose 2022 Notes, Euro
Notes, 2023 Notes or 2024 Notes are tendered and accepted for
purchase in the Offers will also receive accrued and unpaid
interest from, and including, the last interest payment date to,
but not including, the Any and All Settlement Date (as defined in
the Offer to Purchase), the 2024 Notes Early Settlement Date and
the 2024 Notes Final Settlement Date, as applicable. For the
avoidance of doubt, accrued interest on 2022 Notes, Euro Notes or
2023 Notes tendered using the Guaranteed Delivery Procedures (as
defined in the Offer to Purchase) will cease to accrue on the Any
and All Settlement Date.
BRF reserves the right, but is under no obligation, at any point
following the 2024 Notes Early Tender Date and before the 2024
Notes Expiration Date, to accept for purchase any 2024 Notes
validly tendered and not subsequently withdrawn on or prior to the
2024 Notes Early Tender Date (the "Early Settlement
Right"). The date of payment for 2024 Notes purchased
pursuant to the Early Settlement Right (the "2024 Notes Early
Settlement Date") will be determined at BRF's option and is
currently expected to be September 27,
2019, subject to all conditions of the 2024 Notes Offer
having been either satisfied or waived by BRF. All 2024 Notes
tendered and accepted for purchase that have not been settled on
the 2024 Notes Early Settlement Date, if any, will be settled
promptly following the 2024 Notes Expiration Date. In all cases,
the total principal amount of 2024 Notes accepted for purchase by
BRF may be subject to proration based upon the Maximum Amount as
described in the Offer to Purchase.
Completion of the Offers is conditioned on 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 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. 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 Offers. The Offer to Purchase, the related
Notice of Guaranteed Delivery and any related supplements are
available at the D.F. King & Co., Inc. website at
www.dfking.com/brf. The full details of the Offers, including
complete instructions on how to tender Notes, are included in the
Offer to Purchase. Holders of Notes are strongly encouraged to
carefully read the Offer to Purchase, including materials
incorporated by reference therein, because they contain important
information. 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. Documents
relating to the Offers, including the Offer to Purchase and the
Notice of Guaranteed Delivery, are also available at
www.dfking.com/brf. Questions about the 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); 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 Offers are not being made to, nor will
BRF accept tenders of Notes from, holders in any jurisdiction in
which the 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 Offers to be made by a licensed broker or dealer, the
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 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 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 Offers, passed
upon the merits or fairness of the 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. Our principal executive offices are
located at Av. das Nações Unidas, 8501 – 1st Floor, Pinheiros,
05425-070, São Paulo, SP, Brazil,
and our 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 2018 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 assumes 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. This announcement and the Offer to Purchase contain
important information which must be read carefully before any
decision is made with respect to the Offers. If any holder of Notes
is in any doubt as to the action it should take, it is recommended
to seek its own legal, tax, accounting and financial advice,
including as to any tax consequences, immediately from its
stockbroker, bank manager, attorney, accountant or other
independent financial or legal adviser. Any individual or company
whose Notes are held on its behalf by a broker, dealer, bank,
custodian, trust company or other nominee or intermediary must
contact such entity if it wishes to participate in the Offers. 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 Offers.
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SOURCE BRF