SÃO PAULO, Sept. 24, 2019
/PRNewswire/ -- BRF S.A. ("BRF") today announces the
early tender date results of its previously announced offer to
purchase for cash up to the Maximum Amount (as defined below) of
the outstanding 4.75% Senior Notes due 2024 ("2024
Notes") issued by BRF (the "2024 Notes
Offer"). The 2024 Notes Offer is being made upon the terms
and subject to the conditions set forth in the Offer to Purchase
dated September 11, 2019 (the "Offer to
Purchase"), as amended by the press release dated
September 19, 2019 relating to the
Maximum Amount (together with the Offer to Purchase, the
"Offer Documents"). This press release is qualified
in its entirety by the Offer Documents.
As of 5:00 p.m. (New York City time) on September 24, 2019 (the "2024 Notes Early
Tender Date"), according to information received from D.F.
King & Co., Inc., the information and tender agent for the 2024
Notes Offer, U.S.$230,957,000, or
approximately 30.79% of the principal amount outstanding, of the
2024 Notes was validly tendered, and not validly withdrawn. The
following table sets forth the principal amount of the 2024 Notes
validly tendered.
Title of
Security
|
Security
Identifiers
|
Principal
Amount
Outstanding Prior to
2024 Notes Offer
|
Maximum
Amount(1)
|
Principal
Amount
Validly Tendered and
Not Validly Withdrawn
Prior to 2024 Notes
Early Tender Date(2)
|
4.75% Senior
Notes due
2024
|
CUSIP
Nos.:
10552T
AF4/P1905CAE0
ISINs:
US10552TAF49/
USP1905CAE05
|
U.S.$750,000,000
|
U.S.$281,414,735
|
U.S.$230,957,000
|
|
|
(1)
|
The "Maximum
Amount" of 2024 Notes Total Consideration (as defined
below) that BRF will pay to purchase 2024 Notes in the 2024 Notes
Offer was calculated as provided by the Offer Documents, and is
equal to U.S.$650.0 million less the cash amount, in U.S. dollars,
that BRF is required to pay to purchase its 5.875% Senior Notes due
2022, 2.750% Senior Notes due 2022 and 3.95% Senior Notes due 2023
validly tendered and accepted for purchase pursuant to separate
tender offers.
|
(2)
|
As reported by D.F.
King & Co., Inc., the information and tender agent for the 2024
Notes Offer, as of the 2024 Notes Early Tender Date.
|
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"). If the aggregate
consideration payable by BRF for 2024 Notes validly tendered and
not validly withdrawn after the 2024 Notes Early Tender Date and at
or prior to the 2024 Notes Expiration Date exceeds the Maximum
Amount, such tendered 2024 Notes will be subject to proration. For
a description of the applicable proration procedures, see "The
Offers—Maximum Amount; Proration" in the Offer to Purchase. 2024
Notes not accepted for purchase will be promptly credited to the
account of the registered holder of such 2024 Notes with The
Depository Trust Company in accordance with the Offer
Documents.
Holders who validly tendered and did not validly withdraw their
2024 Notes in the 2024 Notes Offer at or prior to 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 at 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.
In addition to the 2024 Notes Total Consideration, holders whose
2024 Notes were validly tendered and accepted for purchase in the
2024 Notes Offer will also receive accrued and unpaid interest
from, and including, the last interest payment date to, but not
including, the 2024 Notes Early Settlement Date (as defined
below).
The settlement date for the 2024 Notes validly tendered and not
validly withdrawn on or before the 2024 Notes Early Tender Date and
accepted for purchase (the "2024 Notes Early Settlement
Date") is expected to be September
26, 2019.
The deadline for holders of 2024 Notes to validly withdraw
tenders of 2024 Notes has passed. Accordingly, 2024 Notes tendered
at or before the 2024 Notes Early Tender Date may not be withdrawn
or revoked, except as required by applicable law.
BRF's obligation to accept for purchase, and pay for, 2024 Notes
that are validly tendered and not validly withdrawn pursuant to the
2024 Notes Offer is conditioned upon the satisfaction or waiver by
BRF of a number of conditions described in the Offer Documents,
including a Financing Condition (as defined in the Offer to
Purchase), which has been satisfied. BRF has the right, in its sole
discretion, to amend or terminate the 2024 Notes Offer 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 2024 Notes Offer. The Offer Documents and any
related supplements are available at the D.F. King & Co., Inc.
website at www.dfking.com/brf. Requests for the Offer Documents 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
(U.S. toll free) or +44 (0) 20 7920-9700 or in writing at
brf@dfking.com. Questions about the 2024 Notes Tender Offer 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 Documents. The 2024 Notes Offer is not being made to, nor
will BRF accept tenders of Notes from, holders in any jurisdiction
in which the 2024 Notes 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 2024 Notes Offer to be made by a licensed broker or
dealer, the 2024 Notes Offer 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 2024 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 2024 Notes in response to the 2024 Notes Offer. None of
BRF, the information and tender agent, the dealer managers or the
trustee with respect to the 2024 Notes, nor any of their respective
affiliates, has authorized any person to give any information or to
make any representation in connection with the 2024 Notes Offer
other than the information and representations contained in the
Offer Documents.
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 Documents.
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 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 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
Documents, which contain 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 2024 Notes should participate in the 2024
Notes Offer.
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