SÃO PAULO, June 2, 2021
/PRNewswire/ -- BRF S.A. ("BRF") today announces the
commencement of an offer to purchase for cash up to the Maximum
Amount (as defined below) of the outstanding 4.875% Senior Notes
due 2030 (the "2030 Notes" or the
"Notes") issued by BRF (the
"Offer").
The Offer is made upon the terms and subject to the conditions
set forth in the offer to purchase dated June 2, 2021 (the "Offer to
Purchase"). The Offer is not contingent upon the tender of
any minimum principal amount of Notes, but BRF will only purchase
2030 Notes up to the 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), not to exceed U.S.$180
million (the "Maximum Amount"). Accordingly,
if the Maximum Amount is reached in respect of tenders made on or
prior to the Early Tender Date (as defined below), no 2030 Notes
that are validly tendered after the Early Tender Date will be
accepted for purchase, even if validly tendered and not validly
withdrawn, and any 2030 Notes tendered on or prior to the Early
Tender Date and accepted for purchase on the Early Acceptance Date
(as defined in the Offer to Purchase) or the Expiration Date (as
defined below), if the Early Settlement Right (as defined below) is
not exercised, will be accepted on a prorated basis such that BRF
purchases an aggregate principal amount of 2030 Notes that would
result in the total purchase price, including any applicable Tender
Consideration and Early Tender Premium but excluding any applicable
Accrued Interest, not exceeding the Maximum Amount in the
Offer.
The following table sets forth certain information relating to
the Offer.
Title of
Security
|
CUSIPs
|
ISINs
|
Principal
Amount
Outstanding
|
Maximum
Amount(3)
|
Tender
Consideration(1)
|
Early Tender
Premium(1)
|
Total
Consideration(1)(2)
|
4.875% Senior Notes
due 2030
|
10552T AG2 /
P1905CJX9
|
US10552TAG22 /
USP1905CJX94
|
U.S.$750,000,000
|
U.S.$180,000,000
|
U.S.$1,017.50
|
U.S.$30
|
U.S.$1,047.50
|
|
(1) The amount to be paid for each
U.S.$1,000 principal amount of 2030 Notes validly tendered and
accepted for purchase, excluding Accrued Interest on the 2030 Notes
to the applicable Settlement Date (as defined below).
|
|
(2) The
Total Consideration equals the Tender Consideration plus the Early
Tender Premium.
|
|
(3) The
Maximum Amount equals a total purchase price, including any
applicable Tender Consideration and Early Tender Premium but
excluding any applicable Accrued Interest, of U.S.$180.0
million.
|
Indicative Timetable for the Offer:
Commencement of the
Offer
|
June 2,
2021
|
|
|
Withdrawal
Date
|
5:00 p.m. (New York
City time) on June 15, 2021, unless extended by BRF in its sole
discretion.
|
|
|
Early Tender
Date
|
5:00 p.m. (New York
City time) on June 15, 2021, unless extended by BRF in its sole
discretion.
|
|
|
Early Settlement
Date
|
If BRF elects to
exercise the Early Settlement Right (as defined below), promptly
after the acceptance by BRF for purchase of the 2030 Notes validly
tendered before the Early Tender Date and not withdrawn on or prior
to the Withdrawal Date (as defined below), upon satisfaction (or
waiver by BRF) of each and all of the conditions set forth in this
Offer to Purchase.
|
|
BRF expects that the
Early Settlement Date, if any, will be on or about one Business Day
following the Early Tender Date, which would be on June 16, 2021,
unless the Early Tender Date is extended by BRF in its sole
discretion.
|
|
|
Expiration
Date
|
11:59 p.m. (New York
City time) June 29, 2021, unless extended by BRF in its sole
discretion.
|
|
|
Final Settlement
Date
|
Promptly after the
acceptance by BRF for purchase of the 2030 Notes validly tendered
after the Early Tender Date but on or prior to the Expiration Date,
upon satisfaction (or waiver by BRF) of each and all of the
conditions set forth in this Offer to Purchase.
|
|
BRF expects that the
Final Settlement Date will be on or about one Business Day
following the Expiration Date, which would be June 30, 2021, unless
the Expiration Date is extended by BRF in its sole
discretion.
|
The Offer will expire at 11:59
p.m. (New York City time)
on June 29, 2021, unless earlier
terminated or extended by BRF (such time and date, as the same may
be extended, the "Expiration Date").
Holders of 2030 Notes who validly tender and do not validly
withdraw their 2030 Notes on or prior to 5:00 p.m. (New York
City time) on June 15, 2021,
unless extended (such time and date, as they may be extended, the
"Early Tender Date"), will be eligible to receive the
total consideration of U.S.$1,047.50 per U.S.$1,000 principal amount of 2030 Notes tendered
(the "Total Consideration"), which includes an early
tender premium of U.S.$30 per
U.S.$1,000 principal amount of 2030
Notes validly tendered on or prior to the Early Tender Date and not
validly withdrawn on or prior to the Withdrawal Date (the
"Early Tender Premium"). Holders who validly tender
and do not validly withdraw their 2030 Notes after the Early Tender
Date, but on or prior to the Expiration Date, will be eligible to
receive the tender consideration of U.S.$1,017.50 per U.S.$1,000 principal amount of 2030 Notes tendered
(the "Tender Consideration"). The Tender
Consideration does not include the Early Tender Premium. 2030 Notes
tendered may be withdrawn at any time on or prior to 5:00 p.m. (New York
City time) on June 15, 2021,
unless extended by BRF in its sole discretion (such time and date,
as they may be extended, the "Withdrawal Date"), but
not thereafter.
If any 2030 Notes are purchased in the Offer, 2030 Notes validly
tendered (and not validly withdrawn) on or prior to the Early
Tender Date will be accepted for purchase in priority to any 2030
Notes validly tendered in the Offer after the Early Tender Date.
Accordingly, if the Maximum Amount is reached in respect of tenders
made on or prior to the Early Tender Date, no 2030 Notes that are
validly tendered after the Early Tender Date will be accepted for
purchase, and any 2030 Notes tendered on or prior to the Early
Tender Date and accepted for purchase on the Early Acceptance Date
(or the Expiration Date, if the Early Settlement Right is not
exercised) will be accepted on a prorated basis such that we
purchase an aggregate principal amount of 2030 Notes that would
result in the total purchase price, including any applicable Tender
Consideration and Early Tender Premium but excluding any applicable
Accrued Interest, not exceeding the Maximum Amount in the
Offer.
In addition to the applicable Total Consideration and the
applicable Tender Consideration, as applicable, holders whose 2030
Notes are 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 Early Settlement Date and the Final Settlement Date
(each, a "Settlement Date"), as applicable.
BRF reserves the right, but is under no obligation, at any point
following the Early Tender Date and before the Expiration Date, to
accept for purchase any 2030 Notes validly tendered and not
subsequently withdrawn on or prior to the Early Tender Date (the
"Early Settlement Right"). The date of payment for
2030 Notes purchased pursuant to the Early Settlement Right (the
"Early Settlement Date") will be determined at BRF's
option and is currently expected to be June
16, 2021, subject to all conditions of the Offer having been
either satisfied or waived by BRF. All 2030 Notes tendered and
accepted for purchase that have not been settled on the Early
Settlement Date, if any, will be settled on June 30, 2021, promptly following the Expiration
Date. In all cases, the total principal amount of 2030 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 Offer is conditioned on the satisfaction or
waiver of certain conditions described in the Offer to Purchase.
BRF has the right, in its sole discretion, to amend or terminate
the Offer at any time, subject to applicable law.
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. The Offer to Purchase and any related supplements are
available at the D.F. King & Co., Inc. website at
www.dfking.com/brf. The full details of the Offer, 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) 856-3065 (US toll free)
or in writing at brf@dfking.com. Documents relating to the Offer,
including the Offer to Purchase, are also available at
www.dfking.com/brf. 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 is not being 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 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 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. 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 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 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 Offer. 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 Offer. 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.
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