BRF S.A.
PUBLICLY-HELD COMPANY
CNPJ 01.838.723/0001-27
NIRE 42.300.034.240
CVM 16269-2
ANNOUNCEMENT TO THE MARKET
BRF S.A. (“BRF” or “Company”) (B3: BRFS3; NYSE: BRFS), for its own account and, in the case of the 2026 Notes (as defined below), on behalf of BRF GmbH, a wholly-owned subsidiary of BRF, announces to its shareholders and the market in general, on the date hereof, the commencement of an offer to purchase for cash any and all outstanding (i) (a) 5.875% Senior Notes due 2022 (“2022 Notes”), (b) 2.750% Senior Notes due 2022 (“Euro Notes”), (c) 3.95% Senior Notes due 2023 (“2023 Notes”); and (d) 4.75% Senior Notes due 2024 (“2024 Notes”) all issued by BRF; and (ii) 4.350% Senior Notes due 2026 (“2026 Notes” and, together with the 2022 Notes, Euro Notes, 2023 Notes and 2024 Notes, jointly referred to as “Notes”), issued by BRF GmbH and guaranteed by BRF (jointly referred to as the “Offers”).
The Offers are made upon the terms and subject to the conditions set forth in the offer to purchase dated July 17, 2020 (as it may be amended or supplemented from time to time, the “Offer to Purchase”) for the consideration displayed below and described therein and in the accompanying notice of guaranteed delivery (“Notice of Guaranteed Delivery” and, together with the Offer to Purchase, jointly referred to as “Offer Documents”). The Offers are not contingent upon the tender of any minimum principal amount of Notes, but BRF’s obligation to complete an Offer with respect to a particular series of Notes is conditioned on the aggregate Tender Consideration (as defined below) for the Offers not exceeding three hundred million U.S. dollars (US$300,000,000) (excluding the aggregate amount of Accrued Interest (as defined in the Offer to Purchase)).
The table below summarizes certain terms and conditions of the Offers.
|
|
Acceptance Priority Level(1)
|
Principal Amount
Outstanding
|
Tender
|
5.875% Senior Notes due 2022
|
CUSIP Nos.:
10552T AA5/P1905CAA8
ISINs:
US10552TAA51/USP1905CAA82
|
1
|
U.S.$109,312,000
|
U.S.$1,050.00
|
2.750% Senior Notes due 2022
|
ISINs:
XS1242327325/XS1242327168
Common Codes:
124232732/124232716
|
2
|
€324,781,000
|
€1,015,00
|
3.95% Senior Notes due 2023
|
CUSIP Nos.:
10552T AE7/P1905CAD2
ISINs: US10552TAE73/USP1905CAD22
|
3
|
U.S.$345,989,000
|
U.S.$1,018.50
|
4.75% Senior Notes due 2024
|
CUSIP Nos.:
10552T AF4/P1905CAE0
ISINs:
US10552TAF49/USP1905CAE05
|
4
|
U.S.$517,858,000
|
U.S.$1,031.00
|
4.350% Senior Notes due 2026
|
CUSIP Nos.:
05583B AA7/A08163 AA4
ISINs:
US05583BAA70/USA08163AA41
|
5
|
U.S.$500,000,000
|
U.S.$992.50
|
_______________
(1) We will accept Notes of a series in the order of their respective Acceptance Priority Level specified in the table above (each, an “Acceptance Priority Level,” with 1 being the highest Acceptance Priority Level and 5 being the lowest Acceptance Priority Level), upon the terms and subject to the conditions set forth in the Offer to Purchase.
(2) The amount to be paid for each U.S.$1,000 principal amount of 2022 Notes, 2023 Notes, 2024 Notes and 2026 Notes and €1,000 principal amount of Euro Notes, in each case, validly tendered and accepted for purchase, excluding Accrued Interest (as defined in the Offer to Purchase).
The Offers will expire at 8:30 a.m. (New York City time) on July 24, 2020, unless earlier terminated or extended by BRF (such time and date, the “Expiration Date”).
Holders of Notes who (i) validly tender and do not validly withdraw their Notes on or prior to the Expiration Date or (ii) deliver a properly completed and duly executed Notice of Guaranteed Delivery and other required documents pursuant to the Guaranteed Delivery Procedures (as defined in the Offer to Purchase) on or prior to the Expiration Date and tender their Notes on or prior to the Guaranteed Delivery Date (as defined in the Offer to Purchase), and whose Notes are accepted for purchase by us, will be eligible to receive the Tender Consideration applicable for such Notes. Validly tendered Notes may be withdrawn in accordance with the terms of the Offer to Purchase at any time prior to the Expiration Date, but not thereafter, except as described in the Offer to Purchase or as required by applicable law.
Completion of the Offers is conditioned on the satisfaction or waiver of certain conditions described in the Offer Documents. BRF has the right, in its sole discretion, to amend or terminate one or more of the Offers at any time, subject to applicable law.
This Announcement 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 Offers are made only by and pursuant to the terms of
the Offer Documents, and the information in this Announcement is qualified by reference to the Offer to Purchase and the related Notice of Guaranteed Delivery. None of BRF, BRF GmbH, the dealer manager or the information agent and tender agent makes any recommendation as to whether holders of Notes should tender their Notes pursuant to the Offers.
The Offers are not, and will not be, subject to registration with the Brazilian Securities Exchange Commission (Comissão de Valores Mobiliários). The Offers may not be executed in Brazil, except in circumstances that do not constitute an unauthorized public offering according to Brazilian laws and regulations.
São Paulo, July 17, 2020.
Carlos Alberto Bezerra de Moura
Chief Financial and Investor Relations Officer
BRF S.A.