SÃO PAULO, Sept. 19, 2019 /PRNewswire/ -- BRF S.A. ("BRF") announces that, in respect of its offer to purchase for cash a portion of the outstanding 4.75% Senior Notes due 2024 (the "2024 Notes") issued by BRF (the "2024 Notes Offer"), it has increased the maximum amount of 2024 Notes Total Consideration (as defined below) that it will pay to purchase 2024 Notes in the 2024 Notes Offer to U.S.$650.0 million less 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, or U.S.$281,414,735 (the "Maximum Amount"). The Maximum Amount was calculated by BRF in the manner provided in its Offer to Purchase dated September 11, 2019 (the "Offer to Purchase"). For purposes of calculating the Maximum Amount, the aggregate U.S. dollar-equivalent total consideration payable by BRF to purchase its 2.750% Senior Notes due 2022 validly tendered and not validly withdrawn in a separate cash tender offer was calculated using the applicable exchange rate, as of 8:30 a.m. (New York City time) on September 18, 2019 (which was the expiration date for such separate cash tender offer), as reported on Bloomberg screen page "FXIP" under the heading "FX Rate vs. USD". The applicable exchange rate is U.S.$1.1054 per €1.00.
The 2024 Notes Offer is being made upon the terms and subject to the conditions set forth in the Offer to Purchase. This press release is qualified in its entirety by the Offer to Purchase.
BRF reserves the right, in its sole discretion, to increase the Maximum Amount, but there can be no assurance that BRF will do so. If 2024 Notes are validly tendered in an aggregate principal amount in excess of the Maximum Amount pursuant to the 2024 Notes Offer, such tendered 2024 Notes will be subject to proration. For a description of the applicable proration procedures, see "The Offers—Maximum Amount; Proration" in the Offer to Purchase.
As provided in the Offer to Purchase, the 2024 Notes Offer will expire at 11:59 p.m. (New York City time) on October 8, 2019, unless earlier terminated or extended by BRF (such time and date, as the same may be extended, the "2024 Notes Expiration Date"). 2024 Notes tendered in the 2024 Notes Offer may only be withdrawn prior to 5:00 p.m. (New York City time) on September 24, 2019, unless extended by BRF in its sole discretion, but not thereafter.
Holders who validly tender and do not validly withdraw their 2024 Notes in the 2024 Notes Offer on or prior to 5:00 p.m. (New York City time) on September 24, 2019, unless extended (such time and date, as they may be extended, the "2024 Notes Early Tender Date"), will be eligible to receive the total consideration of U.S.$1,040.00 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 tender their 2024 Notes after the 2024 Notes Early Tender Date, but on or prior to the 2024 Notes Expiration Date, will be eligible to receive the tender consideration of U.S.$1,010.00 per U.S.$1,000 principal amount of 2024 Notes tendered.
BRF's obligation to accept for purchase, and pay for, 2024 Notes that are validly tendered and not validly withdrawn pursuant to the 2024 Notes Offer is conditioned upon the satisfaction or waiver by BRF of a number of conditions described in the Offer to Purchase. BRF has the right, in its sole discretion, to amend or terminate the 2024 Notes 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. 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. The full details of the 2024 Notes Offer, including complete instructions on how to tender 2024 Notes, are included in the Offer to Purchase. Holders of 2024 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 (U.S. toll free) or +44 (0) 20 7920-9700 or in writing at firstname.lastname@example.org. Questions about the 2024 Notes 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); 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 2024 Notes Offer are not being made to, nor will BRF accept tenders of 2024 Notes from, holders in any jurisdiction in which the 2024 Notes 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 2024 Notes Offer to be made by a licensed broker or dealer, the 2024 Notes 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 2024 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 2024 Notes in response to the 2024 Notes Offer. None of BRF, the information and tender agent, the dealer managers or the trustee with respect to the 2024 Notes, nor any of their respective affiliates, has authorized any person to give any information or to make any representation in connection with the 2024 Notes Offer 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 2024 Notes Offer, passed upon the merits or fairness of the 2024 Notes Offer or passed upon the adequacy or accuracy of the disclosure in the Offer to Purchase.
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.
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 2018 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.
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 2024 Notes Offer. If any holder of 2024 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 2024 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 2024 Notes Offer. 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 2024 Notes should participate in the 2024 Notes Offer.