SÃO PAULO, July 24, 2020
/PRNewswire/ -- BRF S.A. ("BRF"), for its own
account and, in the case of the 2026 Notes (as defined below), on
behalf of BRF GmbH (the "Subsidiary Issuer"), a
wholly-owned subsidiary of BRF, today announces the expiration and
results of its previously announced offers to purchase for cash any
and all of the outstanding (i) 5.875% Senior Notes due 2022 (the
"2022 Notes") issued by BRF (the "2022 Notes
Offer"), (ii) 2.750% Senior Notes due 2022 (the "Euro
Notes") issued by BRF (the "Euro Notes
Offer"), (iii) 3.95% Senior Notes due 2023 ("2023
Notes") issued by BRF (the "2023 Notes
Offer"), (iv) 4.75% Senior Notes due 2024 (the "2024
Notes") issued by BRF (the "2024 Notes
Offer") and (v) 4.350% Senior Notes due 2026 ("2026
Notes" and, together with the 2022 Notes, the Euro Notes,
the 2023 Notes and the 2024 Notes, the
"Notes") issued by BRF GmbH and guaranteed by
BRF (the "2026 Notes Offer" and, together with the
2022 Notes Offer, the Euro Notes Offer, the 2023 Notes Offer and
the 2024 Notes Offer, the "Offers").
The Offers were made upon the terms and subject to the
conditions set forth in the offer to purchase dated July 17, 2020 (the "Offer to
Purchase") and in the accompanying Notice of Guaranteed
Delivery (as defined in the Offer to Purchase). This press release
is qualified in its entirety by the Offer to Purchase.
As of 8:30 a.m. (New York City time) today, July 24, 2020 (the "Expiration
Date"), according to information received from D.F. King
& Co., Inc., the information and tender agent for the Offers,
(i) U.S.$27,190,000, or approximately
24.87% of the principal amount outstanding, of the 2022 Notes was
validly tendered, and not validly withdrawn, (ii) €119,061,000, or
approximately 36.66% of the principal amount outstanding, of the
Euro Notes was validly tendered, and not validly withdrawn, (iii)
U.S.$60,567,000, or approximately
17.51% of the principal amount outstanding, of the 2023 Notes was
validly tendered, and not validly withdrawn, (iv) U.S.$64,144,000, or approximately 12.39% of the
principal amount outstanding, of the 2024 Notes was validly
tendered, and not validly withdrawn and (v) U.S.$76,902,000, or approximately 15.38% of the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tendered, and not validly withdrawn.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 of each series validly tendered
and the principal amount of such Notes that BRF has accepted for
purchase on the settlement dates for the Offers, which is expected
to be July 27, 2020 for the 2022
Notes, the 2023 Notes and the 2024 Notes, and July 28, 2020 for the Euro Notes (each, a
"Settlement Date").
Title of
Security
|
Security
Identifiers
|
Acceptance
Priority Level(1)
|
Principal
Amount
Outstanding Prior to the Offers
|
Principal Amount
Validly Tendered and Not Validly Withdrawn Prior to Expiration
Date(2)
|
Principal Amount
Accepted for Purchase on the applicable Settlement
Date(1)
|
5.875% Senior Notes
due
2022
|
CUSIP Nos.:
10552T
AA5/P1905CAA8
ISINs:
US10552TAA51/USP1905CAA82
|
1
|
U.S.$109,312,000
|
U.S.$27,190,000
|
U.S.$27,190,000
|
2.750% Senior Notes
due
2022
|
ISINs:
XS1242327325/XS1242327168
Common Codes:
124232732/124232716
|
2
|
€324,781,000
|
€119,061,000
|
€119,061,000
|
3.95% Senior Notes
due
2023
|
CUSIP Nos.:
10552T AE7/P1905CAD2
ISINs:
US10552TAE73/USP1905CAD22
|
3
|
U.S.$345,989,000
|
U.S.$60,567,000
|
U.S.$60,567,000
|
4.75% Senior Notes
due
2024
|
CUSIP Nos.:
10552T
AF4/P1905CAE0
ISINs:
US10552TAF49/USP1905CAE05
|
4
|
U.S.$517,858,000
|
U.S.$64,144,000
|
U.S.$64,144,000
|
4.350% Senior Notes
due
2026
|
CUSIP Nos.:
05583B AA7/A08163 AA4
ISINs:
US05583BAA70/USA08163AA41
|
5
|
U.S.$500,000,000
|
U.S.$76,902,000
|
—
|
(1)
|
BRF accepted 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,
as described below.
|
(2)
|
As reported by D.F.
King & Co., Inc., the information and tender agent for the
Offers, as of the Expiration Date. No Notes were tendered pursuant
to the Guaranteed Delivery Procedures (as defined in the Offer to
Purchase).
|
The Offers expired on the Expiration Date. Accordingly, Notes
that have been validly tendered and not validly withdrawn may not
be withdrawn or such tenders revoked, except as required by
applicable law. As previously announced, BRF's obligation to
complete an Offer with respect to a particular series of Notes was
conditioned on the aggregate Tender Consideration (as defined in
the Offer to Purchase) (which excludes the aggregate Accrued
Interest (as defined below)) payable in respect of all Notes
accepted for purchase in the aggregate not exceeding
U.S.$300,000,000, and, in each case,
subject to the terms and conditions set forth in the Offer to
Purchase. For purposes of calculating the aggregate Tender
Consideration, BRF converted the Euro Notes Tender Consideration
(as defined below) into U.S. dollars using a conversion rate of
€1.00 to U.S.$1.1382, which was the
exchange rate as of the close of business on Thursday, July 16, 2020, as displayed on the FXIP
screen on Bloomberg.
The Offer to Purchase provided that if the conditions are not
satisfied for every series of Notes because the aggregate Tender
Consideration (which excludes the aggregate Accrued Interest) for
all Notes validly tendered and not validly withdrawn is greater
than U.S.$300,000,000, then BRF
would, in accordance with the Acceptance Priority Levels, accept
for purchase all Notes of each series validly tendered and not
validly withdrawn, so long as (i) the aggregate Tender
Consideration necessary to purchase all validly tendered and not
validly withdrawn Notes of such series, plus (ii) the aggregate
Tender Consideration necessary to purchase all validly tendered and
not validly withdrawn Notes of all series having a higher
Acceptance Priority Level than such series of Notes are equal to,
or less than, U.S.$300,000,000.
Since the aggregate Tender Consideration (which excludes the
aggregate Accrued Interest) for all Notes validly tendered and not
validly withdrawn was greater than U.S.$300,000,000, BRF has accepted for purchase all
Notes of each series with Acceptance Priority Levels 1 through 4
(i.e., the 2022 Notes, the Euro Notes, the 2023 Notes and the 2024
Notes) validly tendered and not validly withdrawn and has not
accepted for purchase any Notes of the series with Acceptance
Priority Level 5 (i.e., the 2026 Notes).
Holders of 2022 Notes who validly tendered and did not validly
withdraw their 2022 Notes on or prior to the Expiration Date, and
whose 2022 Notes are accepted for purchase by BRF, will be eligible
to receive the tender consideration of U.S.$1,050.00 per U.S.$1,000 principal amount of 2022 Notes tendered
(the "2022 Notes Tender Consideration").
Holders of Euro Notes who validly tendered and did not validly
withdraw their Euro Notes on or prior to the Expiration Date, and
whose Euro Notes are accepted for purchase by BRF, will be eligible
to receive the tender consideration of €1,015.00 per €1,000
principal amount of Euro Notes tendered (the "Euro Notes
Tender Consideration").
Holders of 2023 Notes who validly tendered and did not validly
withdraw their 2023 Notes on or prior to the Expiration Date, and
whose 2023 Notes are accepted for purchase by BRF, will be eligible
to receive the tender consideration of U.S.$1,018.50 per U.S.$1,000 principal amount of 2023 Notes tendered
(the "2023 Notes Tender Consideration").
Holders of 2024 Notes who validly tendered and did not validly
withdraw their 2024 Notes on or prior to the Expiration Date, and
whose 2024 Notes are accepted for purchase by BRF, will be eligible
to receive the tender consideration of U.S.$1,031.00 per U.S.$1,000 principal amount of 2024 Notes tendered
(the "2024 Notes Tender Consideration").
In addition to the applicable Tender Consideration, holders
whose Notes were validly tendered and accepted for purchase in the
Offers will also receive accrued and unpaid interest from, and
including, the last interest payment date for such Notes to, but
not including, the applicable Settlement Date ("Accrued
Interest").
All 2026 Notes validly tendered and not validly withdrawn
pursuant to the Offer will be returned promptly to the tendering
Holders, and such 2026 Notes will be credited to the applicable
account maintained at the applicable Clearing System (as defined in
the Offer to Purchase) from which such 2026 Notes were
delivered.
Morgan Stanley & Co. LLC acted as dealer manager and D.F.
King & Co., Inc. acted as information and tender agent for the
Offers. 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 (888) 605-1956 (U.S.
toll free) or +44 (0) 20 7920-9700 or in writing at brf@dfking.com.
Questions about the Offers may be directed to Morgan Stanley &
Co. LLC by telephone at +1 (800) 624-1808 (toll free) or +1 (212)
761-1057 (collect).
This press release shall not constitute an offer to purchase or
a solicitation of acceptance of the offer to purchase, which were
made only pursuant to the terms and conditions contained in the
Offer to Purchase. The Offers were not 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
required the Offers to be made by a licensed broker or dealer, the
Offers were made by the dealer manager on behalf of BRF.
None of BRF, the Subsidiary Issuer, the information and tender
agent, the dealer manager or the trustee with respect to the Notes,
nor any of their respective affiliates, made 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 Subsidiary Issuer, the information and tender agent, the dealer
manager or the trustee with respect to the Notes, nor any of their
respective affiliates, had 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. 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
Subsidiary Issuer, 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, made any recommendation as to whether holders of Notes
should have participated 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
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SOURCE BRF