SÃO PAULO, Oct. 9, 2019
/PRNewswire/ -- BRF S.A. ("BRF") today announces the
expiration and final 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 was 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 11:59 p.m. (New York City time) on October 8, 2019 (the "2024 Notes Expiration
Date"), according to information received from D.F. King
& Co., Inc., the information and tender agent for the 2024
Notes Offer, U.S.$1,185,000 of the
2024 Notes was validly tendered, and not validly withdrawn, after
5:00 p.m. (New York City time) on September 24, 2019 (the "2024 Notes Early
Tender Date"), but at or prior to the 2024 Notes Expiration
Date. The following table sets forth the principal amount of 2024
Notes validly tendered after the 2024 Notes Early Tender Date and
at or prior to the 2024 Notes Expiration Date.
Title of
Security
|
Security
Identifiers
|
Principal
Amount
Outstanding
Prior to 2024
Notes Offer
|
Maximum
Amount(1)
|
Aggregate
Principal
Amount
Outstanding After
2024 Notes Early
Settlement Date(2)
|
Aggregate
Principal Amount
Validly Tendered and Not Validly
Withdrawn Between the 2024
Notes Early Tender Date and the
2024 Notes Expiration Date(3)
|
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.$519,043,000
|
U.S.$1,185,000
|
|
|
(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)
|
On September 26, 2019
(the "2024 Notes Early Settlement Date"), BRF
purchased U.S.$230,957,000 aggregate principal amount of the 2024
Notes.
|
(3)
|
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.
|
Holders who validly tendered 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 (the "2024 Notes Tender
Consideration"). In addition to the 2024 Notes Tender
Consideration, holders whose 2024 Notes were validly tendered and
not validly withdrawn after the 2024 Notes Early Tender Date and at
or prior to the 2024 Notes Expiration Date 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 Final Settlement Date (as
defined below).
The settlement date for the 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 and accepted for purchase
(the "2024 Notes Final Settlement Date") is expected
to be October 11, 2019.
The deadline for holders of 2024 Notes to validly withdraw
tenders of 2024 Notes has passed. Accordingly, 2024 Notes 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 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.
This press release shall not constitute an offer to purchase or
a solicitation of acceptance of the offer to purchase, which was
made only pursuant to the terms and conditions contained in the
Offer Documents. The 2024 Notes Offer was not 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 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 2024 Notes, nor any of
their respective affiliates, made 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 2024 Notes Offer,
passed upon the merits or fairness of the 2024 Notes Offer 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, made any recommendation
as to whether holders of 2024 Notes should participate in the 2024
Notes Offer.
CONTATO:
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