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 29, 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 from 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 29, 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

Exhibit 1

 

BRF S.A.

A PUBLICLY TRADED COMPANY

CNPJ N^o 01.838.723/0001-27

ANNOUNCEMENT TO THE MARKET

BRF S.A. (“BRF”) announced that today it priced an international offering of 7 (seven) year senior notes in the aggregate amount of €500 million (the “2022 Notes”). The 2022 Notes are compliant with the Green Bond Principles published by the International Capital Market Association, making this the first “Green Bond” issued by a Brazilian borrower.

The 2022 Notes, which will mature on June 3, 2022, will be issued with a coupon of 2.750% per year (yield to maturity 2.822%), payable annually, beginning on June 3, 2016. The 2022 Notes will be senior unsecured obligations of BRF and will rank pari passu with other senior unsecured indebtedness of BRF.

BRF intends to use the proceeds of the 2022 Notes to fund green projects in the areas of energy efficiency, greenhouse gas emission reduction, renewable energy, water management, waste management, sustainable and efficient packaging, sustainable forest management and raw materials use reduction, as well as to pay fees and expenses associated with the offering.

The 2022 Notes have not been and will not be registered under the U.S. Securities Act of 1933, as amended, or the “Securities Act,” and may not be offered or sold in the United States of America absent registration or an applicable exemption from registration requirements. The 2022 Notes are being sold exclusively to qualified institutional investors, as defined under Rule 144A of the Securities Act, and to non-U.S. persons pursuant to Regulation S under the Securities Act. The 2022 Notes have not been, and will not be, registered with the Brazilian Securities and Exchange Commission (Comissão de Valores Mobiliários - CVM). The 2022 Notes were not offered or sold in Brazil, except in circumstances that do not constitute a public offering or unauthorized distribution under Brazilian laws and regulations. BRF has applied to list the 2022 Notes on the Luxembourg Stock Exchange for trading on the Euro MTF Market, subject to approval by the same.

This announcement does not constitute an offering to sell 2022 Notes nor a request for offerings to purchase the 2022 Notes, nor shall any offer or sale of these 2022 Notes take place in any state or jurisdiction in which such offering is prohibited, under the securities laws of that state or jurisdiction.

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2

 

On May 28, 2015, BRF announced the expiration of tender offers for certain of its outstanding notes. A total of U.S.$725,144,000 in aggregate principal amount was validly tendered and accepted, including U.S.$47,005,000 in aggregate principal amount of 6.875% Senior Notes due 2017, U.S.$101,359,000 in aggregate principal amount of 7.250% Senior Notes due 2020 and U.S.$576,780,000 in aggregate principal amount of 5.875% Senior Notes due 2022, which allows BRF to reduce the aggregate outstanding amount of certain of its debt securities with higher interest rates. Given that the market price of the tendered notes were trading above par value, the impact of the tenders on our results for the second quarter of 2015 will be approximately U.S.$89 million. As a result of the tender offers and the issuance of the 2022 Notes, BRF expects a reduction in its annual interest expenses and a slight increase in the average maturity of its indebtedness.

São Paulo, May 29, 2015

Augusto Ribeiro Junior

Chief Financial Officer and Investor Relations Officer

BRF S.A.