SÃO PAULO, June 15, 2021
/PRNewswire/ -- BRF S.A. ("BRF") today announces the
extension of the Total Consideration (as defined below) to be paid
in connection with its previously announced offer to purchase for
cash for up to the Maximum Amount (as defined below) of the
outstanding 4.875% Senior Notes due 2030
("Notes") issued by BRF (the
"Offer") such that holders of Notes who validly
tender their Notes after the date hereof and on or prior to the
Expiration Date (as defined below) will also be eligible to receive
the Tender Consideration (as defined below) and the Early Tender
Premium (as defined below).
The Offer is being made upon the terms and subject to the
conditions set forth in the Offer to Purchase dated June 2, 2021 (the "Offer to
Purchase"). Except for the modification described above,
this press release is qualified in its entirety by the Offer to
Purchase. Capitalized terms used but not otherwise defined
herein have the meanings ascribed to them in the Offer to
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 who validly tender their Notes in the Offer on or prior
to the Expiration Date will be eligible to receive the total
consideration of U.S.$1,047.50 per
U.S.$1,000 principal amount of Notes
tendered (the "Total Consideration"), which includes
the tender consideration of U.S.$1,017.50 per U.S.$1,000 principal amount of Notes tendered (the
"Tender Consideration") and an early tender premium
of U.S.$30.00 per U.S.$1,000 principal amount of Notes validly tendered
(the "Early Tender Premium"). Accordingly, the Total
Consideration for holders of Notes who validly tendered and did not
validly withdraw their Notes at or prior to 5:00 p.m. (New York
City time) on June 15, 2021
(the "Early Tender Date") applies to holders of Notes
who validly tender their Notes on or prior to the Expiration Date.
The deadline for holders of Notes to validly withdraw tenders of
Notes has passed. Accordingly, Notes tendered on or prior to the
Early Tender Date may not be withdrawn or revoked, and Notes
tendered after the date hereof and on or prior to the Expiration
Date may not be withdrawn or revoked, except as required by
In addition to the Total Consideration, holders whose Notes are
validly tendered and 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 Settlement Date (as defined
The settlement date for the Notes validly tendered on or
before the Expiration Date and accepted for purchase is expected to
be on or about one Business Day following the Expiration Date,
which would be June 30, 2021 (the
"Settlement Date"), unless the Expiration Date is
extended by BRF in its sole discretion.
The following table sets forth certain revised information
relating to the Offer.
4.875% Senior Notes
10552T AG2 /
(1) The amount to be
paid for each U.S.$1,000 principal amount of Notes validly tendered
and accepted for purchase, excluding Accrued Interest on the Notes
to the Settlement Date.
(2) The Total Consideration
equals the Tender Consideration plus the Early Tender
(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.
BRF's obligation to accept for purchase, and pay for, Notes that
are validly tendered and not validly withdrawn pursuant to the
Offer is conditioned upon the satisfaction or waiver by BRF of a
number of 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. 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 (U.S.
toll free) or in writing at email@example.com. 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
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, as modified by the terms above. 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
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
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.
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
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 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
This press release must be read in conjunction with the Offer to
Purchase, which contains 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 Notes should participate in the Offer.