SÃO PAULO, Sept. 28, 2020
/PRNewswire/ -- BRF S.A. ("BRF") today
announces the early tender date results of its previously announced
offer to purchase for cash for up to the Maximum Amount (as defined
below) of Capped Offers Total Consideration (as defined below) of
the outstanding 4.75% Senior Notes due 2024 ("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 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").
The Capped Offers are being made upon the terms and subject to
the conditions set forth in the Offer to Purchase dated
September 14, 2020 (the "Offer to Purchase").
This press release is qualified in its entirety by the Offer to
Purchase.
As of 5:00 p.m. (New York City time) on September 25, 2020 (the "Capped Offers
Early Tender Date"), according to information received from
D.F. King & Co., Inc., the information and tender agent for the
Capped Offers: (i) U.S.$158,351,000, or approximately 34.90% of the
principal amount outstanding, of the 2024 Notes was validly
tendered, and not validly withdrawn; and (ii) U.S.$175,745,000, or approximately 35.15% of the
principal amount outstanding, of the 2026 Notes was validly
tendered, and not validly withdrawn. The following table sets forth
the principal amount of the Notes validly tendered and not validly
withdrawn, as well as the principal amount of Notes accepted after
giving effect to the Maximum Amount, Acceptance Priority Levels and
proration (as described below).
Title of
Security
|
Security
Identifiers
|
Principal Amount
Outstanding Prior to 2024 Notes Offer
|
Acceptance
Priority Level
|
Maximum
Amount(1)
|
Principal Amount
Validly Tendered and Not Validly Withdrawn Prior to Capped Offers
Early Tender Date(2)
|
Principal Amount
Accepted(3)
|
4.75%
Senior
Notes
due 2024
|
CUSIP
Nos.:
10552T
AF4/P1905CAE0
ISINs: US10552TAF49/
USP1905CAE05
|
U.S.$453,714,000
|
1
|
U.S.$176,238,250.44
|
U.S.$158,351,000
|
U.S.$158,351,000
|
4.350%
Senior
Notes
due 2026
|
CUSIP
Nos.:
05583B AA7/
08163AA4
ISINs: US05583BAA70/
USA08163AA41
|
U.S.$500,000,000
|
2
|
U.S.$176,238,250.44
|
U.S.$175,745,000
|
U.S.$718,000
|
(1) The "Maximum Amount" of Capped
Offers Total Consideration that BRF will pay to purchase the Notes
in the Capped Offers was calculated as provided in the Offer to
Purchase and is equal to the lower of (x) the net proceeds to BRF
from the issuance of one or more issuances of debt securities on
terms satisfactory to BRF, in its sole discretion, which was
U.S.$488,735,000.00, and (y)
U.S.$500,000,000.00, less (1) the
cash amount, in U.S. dollars, that BRF was required to pay 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 (as defined in the Offer to Purchase), which was
U.S.$112,496,749.56, and (2)
U.S.$200,000,000.00. For purposes of
calculating the Maximum Amount, the consideration payable by BRF in
respect of its 2.750% Senior Notes due 2022 was converted 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.
(2) As reported by D.F. King & Co., Inc., the
information and tender agent for the Offer, as of the Capped Offers
Early Tender Date.
(3) Because the Maximum Amount was exceeded, BRF
will accept Notes validly tendered and not validly withdrawn in the
Capped Offers based on the Acceptance Priority Levels (as defined
below) and will apply pro ration to the 2026 Notes validly tendered
and not validly withdrawn prior to the Capped Offers Early Tender
Date as described below and under "The Offers—Maximum Amount;
Acceptance Priority Levels; Proration" in the Offer to
Purchase.
Since the purchase of all 2024 Notes and 2026 Notes validly
tendered in the Capped Offers on or prior to the Capped Offers
Early Tender Date would cause BRF to purchase an aggregate
principal amount of Notes in excess of the Maximum Amount, 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. Accordingly, BRF will accept for
purchase all 2024 Notes validly tendered and not validly withdrawn
on or prior to the Capped Offers Early Tender Date. In addition,
because the purchase of all of 2026 Notes validly tendered in the
Capped Offers on or prior to the Capped Offers Early Tender Date
would cause BRF to purchase an aggregate principal amount in excess
of the Maximum Amount, BRF will accept for purchase such tendered
2026 Notes on a prorated basis.
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"). However, after
taking into account the Acceptance Priority Levels, proration and
the Authorized Denominations (as defined in the Offer to Purchase),
the Maximum Amount has been reached in respect of tenders of Notes
made on or prior to the Capped Offers Early Tender Date and,
accordingly, BRF does not expect to accept for purchase any Notes
that are validly tendered after the Capped Offers Early Tender Date
in the Capped Offers.
All Notes not accepted as a result of Acceptance Priority Levels
or proration will be rejected from the Capped Offers and promptly
returned to the tendering Holder.
Holders who validly tendered and did not validly withdraw their
2024 Notes in the 2024 Notes Offer at or prior to 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.
Holders who validly tendered and did not validly withdraw their
2026 Notes in the 2026 Notes Offer at 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.
In addition to the Capped Offers Total Consideration, holders
whose Notes are validly tendered and accepted for purchase in the
Capped Offers will also receive accrued and unpaid interest from,
and including, the last interest payment date to, but not
including, the Capped Offers Early Settlement Date (as defined
below).
The settlement date for the Notes validly tendered and not
validly withdrawn on or before the Capped Offers Early Tender Date
and accepted for purchase (the "Capped Offers Early
Settlement Date") is expected to be September 28, 2020.
The deadline for holders of Notes to validly withdraw tenders of
Notes has passed. Accordingly, Notes tendered at or before the
Capped Offers Early Tender Date may not be withdrawn or revoked,
except as required by applicable law.
BRF's obligation to accept for purchase, and pay for, Notes that
are validly tendered and not validly withdrawn pursuant to the
Offer was conditioned upon the satisfaction or waiver by BRF of a
number of conditions described in the Offer to Purchase, including
a Financing Condition (as defined in the Offer to Purchase) and a
Capped Offers Financing Condition (as defined in the Offer to
Purchase), which have been satisfied.
BRF has the right, in its sole discretion, to amend or terminate
the Offer 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 2024 Notes Offer. The Offer to Purchase and any
related supplements are available at the D.F. King & Co., Inc.
website at www.dfking.com/brf. 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 (U.S. toll free) or +44 (0) 20 7920-9700 or in writing at
brf@dfking.com. Questions about the 2024 Notes Tender Offer
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 Capped Offers are not being made to, nor
will BRF accept tenders of Notes from, holders in any jurisdiction
in which the Offer 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 Offer to be made by a licensed broker or dealer, the
Offer 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 Capped 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 Capped 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 Capped Offers,
passed upon the merits or fairness of the Capped 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. BRF's principal executive offices are
located at Av. das Nações Unidas, 8501 – 1st Floor, Pinheiros,
05425-070, São Paulo, SP, Brazil,
and its 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 and the dealer managers assume 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, which contains important information. 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 Capped
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
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SOURCE BRF