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 June 2, 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 o

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 o   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, including Exhibit 1 hereto, include those described 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, 2012.

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.

EXHIBIT INDEX

1.         DATE, TIME AND PLACE: Virtually held on May 29, 2015, at 07:00 p.m., as authorized by the Paragraph Two of the Article 17 of the Articles of Incorporation.

2.        BOARD: Chairman: Abilio dos Santos Diniz. Secretary: Larissa Brack.

3.        CALL OF MEETING AND ATTENDANCE: The call of meeting was duly made pursuant to the Company’s Articles of Incorporation. Most of the members of the Board of Directors on duty were present: Messrs Abilio dos Santos Diniz, Sérgio Ricardo Miranda Nazaré, Vicente Falconi Campos, Walter Fontana Filho, Luiz Fernando Furlan, José Carlos Reis de Magalhães Neto, Manoel Cordeiro Silva Filho, Paulo Guilherme Farah Correa, Henri Philippe Reichstul.

4.        AGENDA: 1. To approve the performance of a seven (7) year Senior Notes offering (“Notes”). 2. To ratify the pricing of the (i) repurchase offering by Sadia Overseas Ltd (“Repurchase of the 2017 Notes”) of any and all 6.875% Senior Notes issued by Sadia Overseas Ltd. with maturity date in 2017 (“2017 Notes”); (ii) repurchase offering by BFF International Limited (“Repurchase of the 2020 Notes”) of any and all 7.250% Senior Notes issued by BFF International Limited with maturity date in 2020 (“2020 Notes”); and, (iii) repurchase offering by BRF S.A. (“Repurchase of the 2022 Notes”, and, together with the Repurchase of the 2017 Notes and Repurchase of the 2020 Notes, the “Repurchase Offerings”) of any and all 5.875% Senior Notes issued by BRF S.A. with maturity date in 2022 (“2022 Notes”).

5.        RESOLUTIONS: Upon commencing the meeting, verifying the attendance quorum and convening this meeting, the members of the Board of Directors:

5.1. Approved, by majority of votes of the present members, the performance of the seven (7) year Senior Notes offering, in the total amount of €500 million. The Notes fulfill the Green Bond Principles edited by the International Capital Market Association, being the first Green Bonds issued by the Brazilian company. The Notes, with maturity date on June 3, 2022, shall be issued with coupon (interests) at 2.750% (yield to maturity 2.822%), which shall be due and annually paid as from June 3, 2016. The Notes shall constitute the BRF’s senior and unsecured obligations, rated in parity (pari passu) with further BRF’s senior and unsecured obligations.

5.2. Approved, by majority of votes of the present members, the re-ratification of the Repurchase Offering pricing, in the total amount of U.S.$725.14 million (64.21% of acceptance), divided into (i) US$47.00 million of 2017 Notes, (ii) US$101.36 million of 2020 Notes and (iii) US$576.78 million of 2022 Notes. Thus, we achieved the goal of removing from the market bonds with higher interest rates (6.875%, 7.25% and 5.875%, respectively, for 2017 Notes, 2020 Notes and 2022 Notes). As the market prices of the Repurchase Offering bonds were traded higher than the par value, the impact of the Repurchase Offering in the yield of the 2^nd quarter 2015 shall be roughly US$89.00 million.

5.3. The Company’s Board of Officers and its subsidiary companies are authorized to take all the arrangements and execute all the documents required for the implementation of the performance of Notes offering and re-ratification of the Repurchase Offering pricing.

6.        DOCUMENTS FILED AT THE COMPANY: The documents related to the agenda supporting the deliberations made by the members of the Board of Directors and/or information provided at the meeting shall be filed at the Company’s head office.

7.        APPROVAL AND EXECUTION OF THE MINUTES: There not being anything further, the Chairman declared the meeting closed, the minutes were recorded as a summary, which was read, found to be compliant and executed by all the members. São Paulo, May 29, 2015. Signatures: Board: Mr. Abilio dos Santos Diniz – Chairman; Ms. Larissa Brack – Secretary. Directors: Messrs Abilio dos Santos Diniz, Sérgio Ricardo Miranda Nazaré, Vicente Falconi Campos, Walter Fontana Filho, Luiz Fernando Furlan, José Carlos Reis de Magalhães Neto, Manoel Cordeiro Silva Filho, Paulo Guilherme Farah Correa, Henri Philippe Reichstul.

_____________________________

Larissa Brack

Secretary

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