SAO PAULO, Sept. 14, 2016 /PRNewswire/ -- BRF S.A.
("BRF") and its subsidiary BFF INTERNATIONAL LIMITED
("BFF") today announced the tender results in connection
with (i) 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 (ii) 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 2020 Notes, the "Notes")
issued by BRF (the "2022 Notes Tender Offer" and
together with the 2020 Notes Tender Offer, the "Tender
Offers"). The Tender Offers were made pursuant to the offer to
purchase dated September 7, 2016 (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 and the Letter of Transmittal, the "Offer
Documents"). As previously announced, the expiration time for
the Tender Offers was 12:00 p.m.,
New York City time, on
September 14, 2016 (such date and time, the "Expiration
Time"). As of the Expiration Time, U.S.$86,391,000 in aggregate principal amount of the
Notes outstanding had been validly tendered and not withdrawn
pursuant to the Tender Offers, and an additional U.S.$145,000 in aggregate principal amount of 2020
Notes had been submitted pursuant to a Notice of Guaranteed
Delivery and remain subject to the delivery of the underlying 2020
Notes, as further described below. Settlement of the Tender Offers
is expected to occur on or about September 21, 2016 (the
"Settlement Date").
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(2)
|
Aggregate
Principal Amount
Outstanding Giving Effect to
Settlement of the Tender Offers(2)
|
7.250% Senior Notes
due 2020
(05540KAA9 / G3400TAA7 /
US05540KAA97/
USG3400TAA72)
|
U.S.$118,283,000
|
U.S.$1,127.50
|
U.S.$32,183,000
|
U.S.$86,100,000
|
5.875% Senior Notes
due 2022
(10552TAA5/ P1905C
AA8 /
US10552TAA51 /
USP1905CAA82)
|
U.S.$172,870,000
|
U.S.$1,105.00
|
U.S.$54,208,000
|
U.S.$118,662,000
|
|
(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.
|
(2) Not
including U.S.$145,000 in aggregate principal amount of 2020 Notes
that had been submitted pursuant to the Notice of Guaranteed
Delivery, for which the delivery of Notes must be made by no later
than 5:00 p.m., New York City time, on Friday, September 16,
2016.
|
Upon the terms and subject to the conditions of the Tender
Offers set forth in the Offer Documents, all Notes validly tendered
and not validly withdrawn at or prior to the Expiration Time have
been accepted for purchase and will be paid in full by BRF on the
Settlement Date. All Holders who validly tendered and did not
validly withdraw their Notes at any time at or prior to the
Expiration Time will receive the applicable Purchase Price. In
addition, holders whose Notes are purchased in the Tender Offer
will be paid accrued and unpaid interest on their purchased Notes
from the last interest payment date up to, but not including, the
Settlement Date.
Payment by BRF for Notes tendered and accepted for payment
pursuant to a Notice of Guaranteed Delivery is expected to occur on
the Settlement Date, subject to, and after, receipt by the tender
agent of a properly completed and duly executed Letter of
Transmittal and all other documents required by the Letter of
Transmittal, no later than the close of business on Friday,
September 16, 2016, the second business day after the
Expiration Time, all as provided in the Offer to Purchase.
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 (888)
605-1958 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: Peter
Aymar
|
By Facsimile
Transmission:
(for eligible
institutions only)
+1 (212)
709-3328
Attention: Peter
Aymar
Confirmation by
Telephone
+1 (212)
232-3235
|
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:
BNP Paribas
Securities Corp.
787 Seventh
Avenue
New York, New York
10019
Attention: Liability
Management Group
Telecopy No.: +1
(917) 472-4745
Telephone No.: +1
(212) 841-3059
|
BTG Pactual US
Capital LLC
601 Lexington Avenue,
57th Floor
New York, New York
10022
Attention: DCM
Group
Collect: +1 (212)
293-4600
|
HSBC Securities
(USA) Inc.
452 Fifth
Avenue
New York, New York
10018
Attn: Global
Liability Management Group
Toll free: +1 (888)
HSBC-4LM
Collect: +1 (212) 525
5552
|
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 Documents,
and the information in this notice is qualified by reference to the
Offer Documents.
***
José Alexandre
Carneiro Borges
Chief Financial Officer and Investor
Relations Officer
BRF S.A.
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SOURCE BRF S.A.