BRFS BRF SA

 

 

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 28, 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.

 

 

 

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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.

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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.

 

Date: May 28, 2015.
		BRF S.A.
		By:		/s/ Augusto Ribeiro Junior
		Name:		Augusto Ribeiro Junior
		Title:		Chief Financial Officer and Investor Relations Officer

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EXHIBIT INDEX

 

Exhibit		Description of Exhibit
1		ANNOUNCEMENT TO THE MARKET

BRF S.A.

A PUBLICLY TRADED COMPANY

CNPJ N° 01.838.723/0001-27

ANNOUNCEMENT TO THE MARKET

BRF ANNOUNCES TENDER RESULTS AND EXPIRATION TIME OF THE

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 28, 2015 – BRF S.A. (“BRF”) and its subsidiaries Sadia Overseas Ltd. (“Sadia Overseas”) and BFF International Limited (“BFF”) today announced the tender results in connection with (i) an offer by Sadia Overseas to purchase for cash any and all outstanding 6.875% Senior Notes due 2017 (the “2017 Notes”) issued by Sadia Overseas and guaranteed by BRF (the “2017 Notes Tender Offer”), (ii) an offer by BFF to purchase for cash any and all outstanding 7.250% Senior Notes due 2020 (the “2020 Notes”) issued by BFF and guaranteed by BRF (the “2020 Notes Tender Offer”) and (iii) an offer by BRF to purchase for cash any and all outstanding 5.875% Senior Notes due 2022 (the “2022 Notes” and together with the 2017 Notes and the 2020 Notes, the “Notes”) issued by BRF (the “2022 Notes Tender Offer” and together with the 2017 Notes Tender Offer and the 2020 Notes Tender Offer, the “Tender Offers”). The Tender Offers were made pursuant to the offer to purchase dated May 20, 2015 (the “Offer to Purchase”) and the related letter of transmittal (the “Letter of Transmittal”) and notice of guaranteed delivery (the “Notice of Guaranteed Delivery” and together with the Offer to Purchase, the “Offer Documents”). As previously announced, the expiration time for the Tender Offers was 8:00 a.m., New York City time, on May 28, 2015 (such date and time, the “Expiration Time”). As of the Expiration Time, U.S.$725,144,000 in aggregate principal amount of the Notes outstanding had been validly tendered and not withdrawn pursuant to the Tender Offers. Settlement of the Tender Offers is expected to occur on or about June 3, 2015 (the “Settlement Date”).

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The tables below summarize the results of the Tender Offers and the aggregate principal amount of the Notes to remain outstanding:

 

Notes

Aggregate Principal Amount Outstanding

Purchase Price (1)

Aggregate Principal Amount Validly Tendered and Accepted for Purchase

Aggregate Principal Amount Outstanding Giving Effect to Settlement of the Tender Offers

6.875% Senior Notes due 2017 (CUSIP / ISIN: 78632LAA3/ G77650AA0 / US78632LAA35/ USG77650AA01)

U.S.$

159,760,000

U.S.$

1,100.00

U.S.$

47,005,000

U.S.$

112,755,000

7.250% Senior Notes due 2020 (05540KAA9/ G3400TAA7 / US05540KAA97/ USG3400TAA72)

U.S.$

219,642,000

U.S$

1,157.50

U.S.$

101,359,000

U.S.$

118,283,000

5.875% Senior Notes due 2022 (10552T AA5/ P1905C AA8 / US10552TAA51 / USP1905CAA82)

U.S.$

750,000,000

U.S$

1,137.50

U.S.$

576,780,000

U.S.$

173,220,000

 

(1)	The amount to be paid for each U.S.$1,000 principal amount of Notes validly tendered and accepted for purchase. In addition, accrued and unpaid interest will be paid from and including the last interest payment date for such series of Notes up to, but not including, the Settlement Date.

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:

 

By Mail, Hand or Overnight Courier:   48 Wall Street 22nd Floor New York, NY 10005 USA Attention: Kristal Scrudato		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:

 

BB Securities Ltd. Pinners Hall, 105-108 Old Broad Street, 4th Floor EC2N 1ER, London, England Attn: Operations Department +44 20 7367 5803 (collect)		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		Itau BBA USA Securities, Inc. 767 Fifth Avenue, 50th Floor New York, NY 10022 Attn: Syndicate Desk (888) 770-4828 (toll free)		Standard Chartered Bank One Basinghall Avenue London EC2V 5DD England Attn: Syndicate Desk +1 212 667 0351

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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 and the related Letter of Transmittal and 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 and Notice of Guaranteed Delivery.

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Augusto Ribeiro Junior

Chief Financial Officer and Investor Relations Officer

BRF S.A.