SÃO PAULO, Sept. 14, 2020
/PRNewswire/ -- BRF S.A. ("BRF") today announces
the commencement of an offer to purchase for cash for its own
account and, in the case of the 2026 Notes, on behalf of BRF GmbH,
(i) any and all of the outstanding 5.875% Senior Notes due 2022
(the "2022 Notes") issued by BRF (the "2022
Notes Offer"), 2.750% Senior Notes due 2022 (the
"Euro Notes") issued by BRF (the "Euro Notes
Offer") and 3.95% Senior Notes due 2023 (the "2023
Notes") issued by BRF (the "2023 Notes
Offer" and, together with the 2022 Notes Offer and the Euro
Notes Offer, the "Any and All Offers") and (ii) up to
the Maximum Amount (as defined below) of the outstanding 4.75%
Senior Notes due 2024 (the "2024 Notes") issued by
BRF (the "2024 Notes Offer") and the outstanding
4.350% Senior Notes due 2026 (the "2026 Notes" and,
together with the 2022 Notes, the Euro Notes, the 2023 Notes and
the 2024 Notes, the "Notes") issued by BRF GmbH, a
limited liability company (Gesellschaft mit beschränkter
Haftung) organized under the law of the Republic of
Austria, and a wholly-owned
subsidiary of BRF, and guaranteed by BRF (the "2026 Notes
Offer" and, together with the 2024 Notes Offer, the
"Capped Offers" and, together with the Any and All
Offers, the "Offers").
The Offers are made upon the terms and subject to the conditions
set forth in the offer to purchase dated September 14, 2020
(the "Offer to Purchase"). The Offers are not
contingent upon the tender of any minimum principal amount of
Notes, but BRF will only purchase 2024 Notes and 2026 Notes for
which the Capped Offers Total Consideration (as defined below) does
not exceed the lower of (x) the expected net proceeds to BRF from
the issuance of one or more issuances of debt securities on terms
satisfactory to BRF, in its sole discretion, and (y)
U.S.$500 million, less (1) the cash
amount, in U.S. dollars, that BRF is required to spend to purchase
the 2022 Notes, the Euro Notes and the 2023 Notes validly tendered
and accepted for purchase pursuant to the Any and All Offers and
(2) U.S.$200 million (the
"Maximum Amount"). Accordingly, if the Maximum Amount
is reached in respect of tenders made on or prior to the Capped
Offers Early Tender Date, no 2024 Notes or 2026 Notes that are
validly tendered after the Capped Offers Early Tender Date will be
accepted for purchase, even if validly tendered and not validly
withdrawn, and any 2024 Notes or 2026 Notes tendered on or prior to
the Capped Offers Early Tender Date and accepted for purchase on
the Early Acceptance Date (as defined in the Offer to Purchase) (or
the Capped Offers Expiration Date (as defined below), if the Early
Settlement Right (as defined below) is not exercised) will be
accepted based on the Acceptance Priority Levels (as defined below)
and on a prorated basis such that BRF purchases an aggregate
principal amount of 2024 Notes and 2026 Notes such that the Maximum
Amount is not exceeded as provided in the Offer to Purchase.
The following table sets forth certain information relating to
the Offers.
Title of
Security
|
Security
Identifiers
|
Principal
Amount
Outstanding
|
Acceptance
Priority
Level(1)
|
Maximum
Amount
|
Tender
Consideration(2)
|
Early
Tender
Premium(2)
|
Total
Consideration(2)
|
5.875% Senior
Notes due
2022
|
CUSIP
Nos.:
10552T AA5/
P1905CAA8
ISINs:
US10552TAA51/
USP1905CAA82
|
U.S.$82,122,000
|
N/A
|
Any and
All
|
N/A
|
N/A
|
U.S.$1,060.00
|
2.750% Senior
Notes due
2022
|
ISINs:
XS1242327325/
XS1242327168
Common Codes:
124232732/124232716
|
€205,720,000
|
N/A
|
Any and
all
|
N/A
|
N/A
|
€1,024.00
|
3.95% Senior
Notes due
2023
|
CUSIP
Nos.:
10552T AE7/
P1905CAD2
ISINs:
US10552TAE73/
USP1905CAD22
|
U.S.$285,422,000
|
N/A
|
Any and
all
|
N/A
|
N/A
|
U.S.$1,036.50
|
4.75% Senior
Notes due
2024
|
CUSIP
Nos.:
10552T AF4/
P1905CAE0
ISINs:
US10552TAF49/
USP1905CAE05
|
U.S.$453,714,000
|
1
|
Maximum
Amount(3)
|
U.S.$1,035.50
|
U.S.$30.00
|
U.S.$1,065.50
|
4.350% Senior
Notes due
2026
|
CUSIP
Nos.:
05583B AA7/
08163AA4
ISINs:
US05583BAA70/
USA08163AA41
|
U.S.$500,000,000
|
2
|
Maximum
Amount(3)
|
U.S.$1,008.50
|
U.S.$30.00
|
U.S.$1,038.50
|
|
|
(1)
|
BRF will accept 2024
Notes and 2026 Notes in the order of their respective Acceptance
Priority Levels specified in the table above (each, an
"Acceptance Priority Level," with 1 being the highest
Acceptance Priority Level and 2 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 and unpaid interest on the Notes to the
applicable Settlement Date (as defined in the Offer to
Purchase).
|
(3)
|
For purposes of
calculating the Maximum Amount, we intend to convert the Euro Notes
Total Consideration into U.S. dollars using a conversion rate of
€1.00 to U.S.$1.1846, which was the exchange rate as of the close
of business on September 11, 2020, as displayed on the FXIP screen
on Bloomberg.
|
Indicative Timetable for the Offers:
Commencement of the
Offers
|
September 14,
2020
|
|
|
Any and All Offers
Withdrawal Date
|
8:30 a.m. (New York
City time) on September 21, 2020, unless extended by BRF in its
sole discretion, except as described in the Offer to Purchase or as
required by applicable law.
|
|
|
Any and All Offers
Expiration Date
|
8:30 a.m. (New York
City time) on September 21, 2020, unless extended by BRF in its
sole discretion.
|
|
|
Any and All Offers
Settlement Date
|
Promptly after the
Any and All Offers Expiration Date. Expected to be September 24,
2020, but subject to change.
|
|
|
Guaranteed Delivery
Date
|
5:00 p.m. (New York
City time) on the second business day following the Any and All
Offers Expiration Date, expected to be on September 23, 2020,
unless the Any and All Offers Expiration Date is extended by BRF in
its sole discretion.
There are no
guaranteed delivery provisions provided by BRF in order to tender
2024 Notes or 2026 Notes in the Capped Offers.
|
|
|
Guaranteed Delivery
Settlement Date
|
Promptly after the
Guaranteed Delivery Date. Expected to be September 24, 2020, but
subject to change.
|
|
|
Capped Offers
Withdrawal Date
|
5:00 p.m. (New York
City time) on September 25, 2020, unless extended by BRF in its
sole discretion.
|
|
|
Capped Offers Early
Tender Date
|
5:00 p.m. (New York
City time) on September 25, 2020, unless extended by BRF in its
sole discretion.
|
|
|
Capped Offers Early
Settlement Date
|
Promptly after the
Capped Offers Early Tender Date. Expected to be September 28, 2020,
but subject to change.
|
|
|
Capped Offers
Expiration Date
|
11:59 p.m. (New York
City time) October 9, 2020, unless extended by BRF in its sole
discretion.
|
|
|
Capped Offers Final
Settlement Date
|
Promptly after the
Capped Offers Expiration Date. Expected to be October 13, 2020, but
subject to change.
|
The Any and All Offers will expire at 8:30 a.m. (New York
City time) on September 21,
2020, unless earlier terminated or extended by BRF (such
time and date, as the same may be extended, the "Any and All
Offers Expiration Date").
Holders of 2022 Notes who (i) validly tender and do not validly
withdraw their 2022 Notes on or prior to the Any and All Offers
Expiration Date or (ii) deliver a properly completed and duly
executed Notice of Guaranteed Delivery (as defined in the Offer to
Purchase) and other required documents pursuant to the Guaranteed
Delivery Procedures (as defined in the Offer to Purchase) on or
prior to the Any and All Offers Expiration Date and tender their
2022 Notes on or prior to the Guaranteed Delivery Date (as defined
in the Offer to Purchase) will be eligible to receive the total
consideration of U.S.$1,060.00 per
U.S.$1,000 principal amount of 2022
Notes tendered (the "2022 Notes Total
Consideration"). Validly tendered 2022 Notes may be
withdrawn in accordance with the terms of the 2022 Notes Offer, at
any time prior to 8:30 a.m.
(New York City time) on
September 21, 2020, unless extended,
but not thereafter, except as described in the Offer to Purchase or
as required by applicable law.
Holders of Euro Notes who (i) validly tender and do not validly
withdraw their Euro Notes on or prior to the Any and All Offers
Expiration Date or (ii) deliver a properly completed and duly
executed Notice of Guaranteed Delivery (as defined in the Offer to
Purchase) and other required documents pursuant to the Guaranteed
Delivery Procedures (as defined in the Offer to Purchase) on or
prior to the Any and All Offers Expiration Date and tender their
Euro Notes on or prior to the Guaranteed Delivery Date (as defined
in the Offer to Purchase) will be eligible to receive the total
consideration of €1,024.00 per €1,000 principal amount of Euro
Notes tendered (the "Euro Notes Total
Consideration"). Validly tendered Euro Notes may be
withdrawn in accordance with the terms of the Euro Notes Offer, at
any time prior to 8:30 a.m.
(New York City time) on
September 21, 2020, unless extended,
but not thereafter, except as described in the Offer to Purchase or
as required by applicable law.
Holders of 2023 Notes who (i) validly tender and do not validly
withdraw their 2023 Notes on or prior to the Any and All Offers
Expiration Date or (ii) deliver a properly completed and duly
executed Notice of Guaranteed Delivery (as defined in the Offer to
Purchase) and other required documents pursuant to the Guaranteed
Delivery Procedures (as defined in the Offer to Purchase) on or
prior to the Any and All Offers Expiration Date and tender their
2023 Notes on or prior to the Guaranteed Delivery Date (as defined
in the Offer to Purchase) will be eligible to receive the total
consideration of U.S.$1,036.50 per
U.S.$1,000 principal amount of 2023
Notes tendered (the "2023 Notes Total
Consideration"). Validly tendered 2023 Notes may be
withdrawn in accordance with the terms of the 2023 Notes Offer, at
any time prior to 8:30 a.m.
(New York City time) on
September 21, 2020, unless extended,
but not thereafter, except as described in the Offer to Purchase or
as required by applicable law.
The Capped Offers will expire at 11:59
p.m. (New York City time)
on October 9, 2020, unless earlier
terminated or extended by BRF (such time and date, as the same may
be extended, the "Capped Offers Expiration
Date").
Holders of 2024 Notes who validly tender and do not validly
withdraw their 2024 Notes on or prior to 5:00 p.m. (New York
City time) on September 25,
2020, unless extended (such time and date, as they may be
extended, the "Capped Offers Early Tender Date"),
will be eligible to receive the total consideration of
U.S.$1,065.50 per U.S.$1,000 principal amount of 2024 Notes tendered
(the "2024 Notes Total Consideration"), which
includes an early tender premium of U.S.$30.00 per U.S.$1,000 principal amount of 2024 Notes validly
tendered on or prior to the Capped Offers Early Tender Date.
Holders who validly tender and do not validly withdraw their 2024
Notes after the Capped Offers Early Tender Date, but on or prior to
the Capped Offers Expiration Date, will be eligible to receive the
tender consideration of U.S.$1,035.50
per U.S.$1,000 principal amount of
2024 Notes tendered. 2024 Notes tendered may be withdrawn at any
time prior to 5:00 p.m. (New York City time) on September 25, 2020, unless extended by BRF in its
sole discretion, but not thereafter.
Holders of 2026 Notes who validly tender and do not validly
withdraw their 2026 Notes on or prior to the Capped Offers Early
Tender Date, will be eligible to receive the total consideration of
U.S.$1,038.50 per U.S.$1,000 principal amount of 2026 Notes tendered
(the "2026 Notes Total Consideration" and, together
with the 2024 Notes Total Consideration, the "Capped Offers
Total Consideration"), which includes an early tender
premium of U.S.$30.00 per
U.S.$1,000 principal amount of 2026
Notes validly tendered on or prior to the Capped Offers Early
Tender Date. Holders who validly tender their 2026 Notes after the
Capped Offers Early Tender Date, but on or prior to the Capped
Offers Expiration Date, will be eligible to receive the tender
consideration of U.S.$1,008.50 per
U.S.$1,000 principal amount of 2026
Notes tendered. 2026 Notes tendered may be withdrawn at any time
prior to 5:00 p.m. (New York City time) on September 25, 2020, unless extended by BRF in its
sole discretion, but not thereafter.
If any 2024 Notes or 2026 Notes are purchased in the Capped
Offers, 2024 Notes and 2026 Notes validly tendered (and not validly
withdrawn) on or prior to the Capped Offers Early Tender Date will
be accepted for purchase in priority to any 2024 Notes and 2026
Notes validly tendered in the Capped Offers after the Capped Offers
Early Tender Date. Accordingly, if the Maximum Amount is reached in
respect of tenders made on or prior to the Capped Offers Early
Tender Date, no 2024 Notes or 2026 Notes that are validly tendered
after the Capped Offers Early Tender Date will be accepted for
purchase, and any 2024 Notes or 2026 Notes tendered on or prior to
the Capped Offers Early Tender Date and accepted for purchase on
the Early Acceptance Date (or the Capped Offers Expiration Date, if
the Early Settlement Right is not exercised) will be accepted based
on the Acceptance Priority Levels and on a prorated basis such that
we purchase an aggregate principal amount of 2024 Notes and 2026
Notes such that the Maximum Amount is not exceeded as provided in
the Offer to Purchase. In addition, if 2024 Notes and 2026 Notes
are validly tendered in an aggregate principal amount in excess of
the Maximum Amount pursuant to the Capped Offers, such tendered
2024 Notes and 2026 Notes will be subject to the Acceptance
Priority Levels and to proration as described in the Offer to
Purchase.
In addition to the applicable Total Consideration and the
applicable Tender Consideration, as applicable, holders whose 2022
Notes, Euro Notes, 2023 Notes, 2024 Notes or 2026 Notes are
tendered and accepted for purchase in the Offers will also receive
accrued and unpaid interest from, and including, the last interest
payment date to, but not including, the Any and All Offers
Settlement Date (as defined in the Offer to Purchase), the Capped
Offers Early Settlement Date and the Capped Offers Final Settlement
Date, as applicable. For the avoidance of doubt, accrued interest
on 2022 Notes, Euro Notes or 2023 Notes tendered using the
Guaranteed Delivery Procedures (as defined in the Offer to
Purchase) will cease to accrue on the Any and All Offers Settlement
Date.
BRF reserves the right, but is under no obligation, at any point
following the Capped Offers Early Tender Date and before the Capped
Offers Expiration Date, to accept for purchase any 2024 Notes or
2026 Notes validly tendered and not subsequently withdrawn on or
prior to the Capped Offers Early Tender Date (the "Early
Settlement Right"). The date of payment for 2024 Notes or
2026 Notes purchased pursuant to the Early Settlement Right (the
"Capped Offers Early Settlement Date") will be
determined at BRF's option and is currently expected to be
September 30, 2020, subject to all
conditions of the 2024 Notes Offer and of the 2026 Notes Offer
having been either satisfied or waived by BRF. All 2024 Notes and
2026 Notes tendered and accepted for purchase that have not been
settled on the Capped Offers Early Settlement Date, if any, will be
settled promptly following the Capped Offers Expiration Date. In
all cases, the total principal amount of 2024 Notes and 2026 Notes
accepted for purchase by BRF may be subject to proration based upon
the Maximum Amount as described in the Offer to Purchase.
Completion of the Offers is conditioned on the satisfaction or
waiver of certain conditions described in the Offer to Purchase,
including the Financing Condition (as defined in the Offer to
Purchase) and, in the case of the Capped Offers, the Capped Offers
Financing Condition (as defined in the Offer to Purchase). 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.
BRF has retained BB Securities Limited, Banco Bradesco BBI S.A.,
Banco BTG Pactual S.A.—Cayman Branch, Citigroup Global Markets
Inc., Itau BBA USA Securities,
Inc., J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC, and
Santander Investment Securities Inc. to serve as dealer managers
and D.F. King & Co., Inc. to serve as information and tender
agent for the Offers. The Offer to Purchase, the related Notice of
Guaranteed Delivery and any related supplements are available at
the D.F. King & Co., Inc. website at www.dfking.com/brf. The
full details of the Offers, including complete instructions on how
to tender Notes, are included in the Offer to Purchase. Holders of
Notes are strongly encouraged to carefully read the Offer to
Purchase, including materials incorporated by reference therein,
because they contain important information. Requests for the Offer
to Purchase and any related supplements may also be directed to
D.F. King & Co., Inc. by telephone at +1 (212) 269-5550 or +1
(866) 796-7184 (US toll free) or +44 (0) 20 7920-9700 or in writing
at brf@dfking.com. Documents relating to the Offers, including the
Offer to Purchase and the Notice of Guaranteed Delivery, are also
available at www.dfking.com/brf. Questions about the Offers may be
directed to BB Securities Limited by telephone at +44 207 367 5800;
Banco Bradesco BBI S.A. by telephone at +1 (646) 432-6643
(collect); Banco BTG Pactual S.A.—Cayman Branch by telephone at +1
(212) 293-4600 (collect) or by email at OL-DCM@btgpactual.com;
Citigroup Global Markets Inc. by telephone at +1 (212) 723-6106
(toll free) or +1 (800) 558-3745 (collect); Itau BBA USA Securities, Inc. by telephone at + 1 (212)
710-6749 (collect); J.P. Morgan Securities LLC at + 1 (866)
846-2874 (toll free) or + 1 (212) 834-7279 (collect); Morgan
Stanley & Co. LLC at +1 (800) 624-1808 (toll free) or + 1 (212)
761-1057 (collect) and Santander Investment Securities Inc. by
telephone at +1 (855) 404-3636 (toll free) or +1 (212) 940-1442
(collect).
This press release shall not constitute an offer to purchase or
a solicitation of acceptance of the offer to purchase, which are
being made only pursuant to the terms and conditions contained in
the Offer to Purchase. The Offers are not being made to, nor will
BRF accept tenders of Notes from, holders in any jurisdiction in
which the Offers or the acceptance thereof would not be in
compliance with the securities or blue sky laws of such
jurisdiction. In any jurisdiction where the laws
require the Offers to be made by a licensed broker or dealer, the
Offers will be made by the dealer managers on behalf of BRF.
None of BRF, the information and tender agent, the dealer
managers or the trustee with respect to the Notes, nor any of their
respective affiliates, makes any recommendation as to whether
holders should tender or refrain from tendering all or any portion
of their Notes in response to the Offers. None of BRF, the
information and tender agent, the dealer managers or the trustee
with respect to the Notes, nor any of their respective affiliates,
has authorized any person to give any information or to make any
representation in connection with the Offers other than the
information and representations contained in the Offer to
Purchase.
Neither the U.S. Securities and Exchange Commission, any U.S.
state securities commission nor any regulatory authority of any
other country has approved or disapproved of the Offers, passed
upon the merits or fairness of the Offers or passed upon the
adequacy or accuracy of the disclosure in the Offer to
Purchase.
About BRF
BRF is a sociedade anônima (corporation) organized under
the laws of the Federative Republic of Brazil. Our principal executive offices are
located at Av. das Nações Unidas, 8501 – 1st Floor, Pinheiros,
05425-070, São Paulo, SP, Brazil,
and our telephone number at this address is
+55-11-2322-5000/5355/5048.
Forward-Looking Statements
Statements in this press release may be "forward-looking
statements" within the meaning of Section 27A of the U.S.
Securities Act of 1933, as amended, and Section 21E of the U.S.
Securities Exchange Act of 1934, as amended, which are subject to
risks and uncertainties. Other than statements of historical fact,
information regarding activities, events and developments that BRF
expects or anticipates will or may occur in the future are
forward-looking statements based on management's estimates,
assumptions and projections. Many forward-looking statements may be
identified by the use of words such as "expect," "anticipate,"
"intend," "plan," "believe, "estimate" and similar expressions.
Forward-looking statements contained in this press release are
predictions only and actual results could differ materially from
management's expectations due to a variety of factors, including
those described the section titled "Risk Factors" in BRF's Annual
Report for fiscal year 2019 on Form 20-F. All forward-looking
statements attributable to BRF are expressly qualified in their
entirety by such risk factors. The forward-looking statements that
BRF makes in this press release are based on management's current
views and assumptions regarding future events and speak only as of
their dates. BRF assumes no obligation to update developments of
these risk factors or to announce publicly any revisions to any of
the forward-looking statements that BRF makes, or to make
corrections to reflect future events or developments, except as
required by the U.S. federal securities laws.
DISCLAIMER
This press release must be read in conjunction with the Offer to
Purchase. This announcement and the Offer to Purchase contain
important information which must be read carefully before any
decision is made with respect to the Offers. If any holder of Notes
is in any doubt as to the action it should take, it is recommended
to seek its own legal, tax, accounting and financial advice,
including as to any tax consequences, immediately from its
stockbroker, bank manager, attorney, accountant or other
independent financial or legal adviser. Any individual or company
whose Notes are held on its behalf by a broker, dealer, bank,
custodian, trust company or other nominee or intermediary must
contact such entity if it wishes to participate in the Offers. None
of BRF, the dealer managers, the information and tender agent and
any person who controls, or is a director, officer, employee or
agent of such persons, or any affiliate of such persons, makes any
recommendation as to whether holders of Notes should participate in
the Offers.
BRF S.A.
Investor Relations Department
Av. Nações Unidas, 8,501, 1st floor
05425-070 – São Paulo – SP – Brasil
Tel.: 11 2322-5377
E-mail: acoes@brf-br.com
View original
content:http://www.prnewswire.com/news-releases/brf-announces-cash-tender-offers-for-its-5-875-senior-notes-due-2022--2-750-senior-notes-due-2022--3-95-senior-notes-due-2023-and-4-75-senior-notes-due-2024--and-for-4-350-senior-notes-due-2026-issued-by-brf-gmbh-and-guarante-301130086.html
SOURCE BRF