SÃO PAULO, June 30, 2021 /PRNewswire/ -- BRF S.A. ("BRF") today announces the expiration and final results of its previously announced offer to purchase for cash for up to the Maximum Amount (as defined below) of Total Consideration (as defined below) of the outstanding 4.875% Senior Notes due 2030 ("Notes") issued by BRF (the "Offer").
The Offer was made upon the terms and subject to the conditions set forth in the Offer to Purchase dated June 2, 2021 (the "Offer to Purchase"). This press release is qualified in its entirety by the previously announced modification to the Offer and the Offer to Purchase. Capitalized terms used but not otherwise defined herein have the meanings ascribed to them in the Offer to Purchase.
As of 11:59 p.m. (New York City time) on June 29, 2021 (the "Expiration Date"), according to information received from D.F. King & Co., Inc., the information and tender agent for the Offer, U.S.$59,402,000, or approximately 7.92% of the principal amount outstanding, of the Notes was validly tendered, and not validly withdrawn.
The following table sets forth the principal amount of the Notes validly tendered and not validly withdrawn, as well as the principal amount of Notes that BRF has accepted for purchase, after giving effect to the Maximum Amount (as described below), on the settlement date for the Offer, which is expected to be June 30, 2021 (the "Settlement Date").
Title of Security
Principal Amount Outstanding Prior to Offer
Principal Amount Validly Tendered and Not Validly Withdrawn Prior to Expiration Date(2)
Principal Amount Accepted
4.875% Senior Notes due 2030
(1) The "Maximum Amount" equals a total purchase price, including any applicable Tender Consideration (as defined below) and Early Tender Premium (as defined below) but excluding any applicable Accrued Interest (as defined below), of U.S.$180.0 million.
(2) As reported by D.F. King & Co., Inc., the information and tender agent for the Offer, as of the Expiration Date.
The deadline for holders of Notes to tender their Notes in the Offer was 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 Accordingly, Notes that have been validly tendered and not validly withdrawn may not be withdrawn or such tenders revoked, except as required by applicable law.
Holders who validly tendered and did not validly withdraw their Notes in the Offer on or prior to the Expiration Date will be eligible to receive the total consideration of U.S.$1,047.50 per U.S.$1,000 principal amount of Notes tendered (the "Total Consideration"), which includes the tender consideration of U.S.$1,017.50 per U.S.$1,000 principal amount of Notes tendered (the "Tender Consideration") and an early tender premium of U.S.$30.00 per U.S.$1,000 principal amount of Notes validly tendered (the "Early Tender Premium").
In addition to the Total Consideration, holders whose Notes are validly tendered and accepted for purchase in the Offer will also receive accrued and unpaid interest ("Accrued Interest") from, and including, the last interest payment date to, but not including, the Settlement Date.
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, which have been satisfied.
BRF has retained Banco BTG Pactual S.A.—Cayman Branch and Citigroup Global Markets Inc. to serve as dealer managers and D.F. King & Co., Inc. to serve as information and tender agent for the Offer. 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) 856-3065 (U.S. toll free) or in writing at firstname.lastname@example.org. Questions about the Offer may be directed to Banco BTG Pactual S.A.—Cayman Branch by telephone at +1 (212) 293-4600 (collect) or by email at OL-DCM@btgpactual.com and Citigroup Global Markets Inc. by telephone at +1 (212) 723-6106 (toll free) or +1 (800) 558-3745 (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 Offer was not 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 was 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, has made any recommendation as to whether holders should tender or refrain from tendering all or any portion of their Notes in response to the Offer. 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 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 Offer, passed upon the merits or fairness of the 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 2020 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, 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 Offer.
Investor Relations Department
Av. Nações Unidas, 8,501, 1st floor
05425-070 – São Paulo – SP – Brasil
Tel.: 11 2322-5377