FORM 6-K
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
REPORT OF
FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 OF THE
SECURITIES EXCHANGE ACT OF 1934
dated May 20, 2015
Commission File Number 1-15148
BRF S.A.
(Exact Name as Specified in its Charter)
N/A
(Translation of Registrant’s Name)
1400 R. Hungria, 5th Floor
Jd América-01455000-São Paulo – SP, Brazil
(Address of principal executive offices) (Zip code)
Indicate by
check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.
Form 20-F x Form 40-F ¨
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T
Rule 101(b)(1): ¨
Indicate by check mark if the registrant is submitting
the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ¨
Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information
to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes ¨ No
x
If “Yes” is marked, indicate below the file number assigned to the
registrant in connection with Rule 12g3-2(b): Not applicable.
* * *
This material includes certain forward-looking statements that are based principally on current expectations and on projections of future
events and financial trends that currently affect or might affect the Company’s business, and are not guarantees of future performance. These forward-looking statements are based on management’s expectations, which involve a number of
known and unknown risks, uncertainties, assumptions and other important factors, many of which are beyond the Company’s control and any of which could cause actual financial condition and results of operations to differ materially fom those set
out in the Company’s forward-looking statements. You are cautioned not to put undue reliance on such forward-looking statements. The Company undertakes no obligation, and expressly disclaims any obligation, to update or revise any
forward-looking statements. The risks and uncertainties relating to the forward-looking statements in this Report on Form 6-K include those described under Exhibit 1 hereto, as well as under the captions “Forward-Looking Statements” and
“Item 3. Key Information — D. Risk Factors” in the Company’s annual report on Form 20-F for the year ended December 31, 2014.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by
the undersigned, thereunto duly authorized.
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| Date: May 20, 2015. |
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BRF S.A. |
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By: |
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/s/ Augusto Ribeiro Junior |
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Name: |
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Augusto Ribeiro Junior |
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Title: |
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Chief Financial Officer and Investor Relations Officer |
EXHIBIT INDEX
Exhibit 1
BRF S.A.
A PUBLICLY TRADED COMPANY
CNPJ N° 01.838.723/0001-27
ANNOUNCEMENT TO THE MARKET
BRF ANNOUNCES COMMENCEMENT BY SADIA OVERSEAS, BFF INTERNATIONAL
AND BRF OF CASH TENDER OFFER FOR ANY AND ALL OUTSTANDING
6.875% SENIOR NOTES DUE 2017 ISSUED BY SADIA OVERSEAS AND
7.250% SENIOR NOTES DUE 2020 ISSUED BY BFF INTERNATIONAL,
IN EACH CASE UNCONDITIONALLY AND IRREVOCABLY GUARANTEED BY BRF, AND
5.875% SENIOR NOTES DUE 2022 ISSUED BY BRF
São Paulo, May 20, 2015 – BRF S.A. (“BRF”) and its subsidiaries Sadia Overseas Ltd. (“Sadia
Overseas”) and BFF International Limited (“BFF”) today announced the commencement of (i) an offer by Sadia Overseas to purchase for cash (the “2017 Notes Tender Offer”) any and all outstanding 6.875%
Senior Notes due 2017 issued by Sadia Overseas (the “2017 Notes”), (ii) an offer by BFF to purchase for cash (the “2020 Notes Tender Offer”) any and all outstanding 7.250% Senior Notes due 2020 (the
“2020 Notes”) issued by BFF and (iii) an offer by BRF to purchase for cash (the “2022 Notes Tender Offer” and together with the 2017 Notes Tender Offer and the 2020 Notes Tender Offer, the “Tender
Offers”) any and all outstanding 5.875% Senior Notes due 2022 (together with the 2017 Notes and 2020 Notes, the “Notes”) issued by BRF. The Tender Offers are being made pursuant to the offer to purchase dated May 20,
2015 (the “Offer to Purchase”) and the related letter of transmittal and notice of guaranteed delivery (together with the Offer to Purchase, the “Offer Documents”).
The table below summarizes certain payment terms for each series of Notes:
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| Notes |
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CUSIP
Number(s) |
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ISIN
Number(s) |
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Principal
Amount
Outstanding |
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Applicable
Purchase Price(1) |
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| 6.875% Senior Notes due 2017 |
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78632LAA3/
G77650AA0 |
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US78632LAA35/
USG77650AA01 |
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U.S.$159,760,000 |
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U.S.$1,100.00 |
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| 7.250% Senior Notes due 2020 |
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05540KAA9/
G3400TAA7 |
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US05540KAA97/
USG3400TAA72 |
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U.S.$219,642,000 |
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U.S.$1,157.50 |
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| 5.875% Senior Notes due 2022 |
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10552T AA5/
P1905C AA8 |
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US10552TAA51
USP1905CAA82 |
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U.S.$750,000,000 |
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U.S.$1,137.50 |
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| (1) |
Per U.S.$1,000 principal amount of applicable Notes, validly tendered and accepted for purchase, plus any accrued and unpaid interest. |
The Tender Offers will expire at 8:00 a.m., New York City time, on May 28, 2015, unless extended, terminated early or withdrawn (such date and time,
including as extended or earlier terminated, the “Expiration Time”). Holders of Notes must validly tender and not validly withdraw their Notes at or prior to the Expiration Time in order to be eligible to receive the applicable
Purchase Price (as defined below) for such Notes. Tendered Notes may be validly withdrawn at any time at or prior to the Expiration Time but not thereafter.
Our obligation to purchase Notes in any of the Tender Offers is conditioned on the satisfaction or waiver of
certain conditions described in the Offer Documents. We have the right, in our sole discretion, to amend or terminate any of the Tender Offers at any time.
The information agent and tender agent for the Tender Offers is D.F. King & Co., Inc. To contact the information agent and tender agent, banks and
brokers may call +1-212-269-5550, and others may call U.S. toll-free: 1-800-821-8780 or email brf@dfking.com. Additional contact information is set forth below.
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| By Mail, Hand or Overnight Courier:
48 Wall Street 22nd Floor
New York, NY 10005 USA
Attention: Kristal Scrudato |
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By Facsimile Transmission:
(for eligible institutions only) +1 212-709-3328
Attention: Kristal Scrudato
Confirmation by Telephone +1 212-493-6940 |
Copies of each of the Offer Documents are available at the following web address: www.dfking.com/brf.
Any questions or requests for assistance or for additional copies of this notice may be directed to the dealer managers at their respective telephone numbers
set forth below or, if by any Holder, to such Holder’s broker, dealer, commercial bank, trust company or other nominee for assistance concerning the Tender Offers.
The dealer managers for the Tender Offers are:
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| BB Securities Ltd. Pinners Hall,
105-108 Old Broad Street, 4th Floor EC2N 1ER, London,
England Attn: Operations Department +44 20 7367 5803
(collect) |
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HSBC Securities (USA) Inc. 452 Fifth
Avenue New York, NY 10018 Attn: Global Liability Management
Group (888) HSBC-4LM (toll free) +1 212 525 5552 |
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Itau BBA USA Securities, Inc.
767 Fifth Avenue, 50th Floor
New York, NY 10022 Attn: Syndicate Desk
(888) 770-4828 (toll free) |
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Standard Chartered Bank
One Basinghall Avenue
London EC2V 5DD England
Attn: Syndicate Desk +1 212 667 0351 |
This notice does not constitute or form part of any offer or invitation to purchase, or any solicitation of any offer to sell,
the Notes or any other securities in the United States or any other country, nor shall it or any part of it, or the fact of its release, form the basis of, or be relied on or in connection with, any contract therefor. The Tender Offers are made only
by and pursuant to the terms of the Offer to Purchase, the related Letter of Transmittal and the Notice of Guaranteed Delivery, and the information in this notice is qualified by reference to the Offer to Purchase and the related Letter of
Transmittal. None of BRF, Sadia Overseas, BFF, the dealer managers or the Information Agent and Tender Agent makes any recommendation as to whether Holders should tender their Notes pursuant to the Tender Offers.
* * *
Augusto Ribeiro Junior
Chief Financial Officer and Investor Relations Officer
BRF S.A.
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