SÃO PAULO, Oct. 9, 2019 /PRNewswire/ -- BRF S.A. ("BRF") today announces the expiration and final results of its previously announced offer to purchase for cash up to the Maximum Amount (as defined below) of the outstanding 4.75% Senior Notes due 2024 ("2024 Notes") issued by BRF (the "2024 Notes Offer"). The 2024 Notes Offer was made upon the terms and subject to the conditions set forth in the Offer to Purchase dated September 11, 2019 (the "Offer to Purchase"), as amended by the press release dated September 19, 2019 relating to the Maximum Amount (together with the Offer to Purchase, the "Offer Documents"). This press release is qualified in its entirety by the Offer Documents.
As of 11:59 p.m. (New York City time) on October 8, 2019 (the "2024 Notes Expiration Date"), according to information received from D.F. King & Co., Inc., the information and tender agent for the 2024 Notes Offer, U.S.$1,185,000 of the 2024 Notes was validly tendered, and not validly withdrawn, after 5:00 p.m. (New York City time) on September 24, 2019 (the "2024 Notes Early Tender Date"), but at or prior to the 2024 Notes Expiration Date. The following table sets forth the principal amount of 2024 Notes validly tendered after the 2024 Notes Early Tender Date and at or prior to the 2024 Notes Expiration Date.
Holders who validly tendered their 2024 Notes after the 2024 Notes Early Tender Date, but at 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 (the "2024 Notes Tender Consideration"). In addition to the 2024 Notes Tender Consideration, holders whose 2024 Notes were validly tendered and not validly withdrawn after the 2024 Notes Early Tender Date and at or prior to the 2024 Notes Expiration Date and accepted for purchase in the 2024 Notes Offer will also receive accrued and unpaid interest from, and including, the last interest payment date to, but not including, the 2024 Notes Final Settlement Date (as defined below).
The settlement date for the 2024 Notes validly tendered and not validly withdrawn after the 2024 Notes Early Tender Date and at or prior to the 2024 Notes Expiration Date and accepted for purchase (the "2024 Notes Final Settlement Date") is expected to be October 11, 2019.
The deadline for holders of 2024 Notes to validly withdraw tenders of 2024 Notes has passed. Accordingly, 2024 Notes may not be withdrawn or revoked, except as required by applicable law.
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 Documents, including a Financing Condition (as defined in the Offer to Purchase), which has been satisfied.
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 Documents.
About BRF
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DISCLAIMER
This press release must be read in conjunction with the Offer Documents, which contain 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, made any recommendation as to whether holders of 2024 Notes should participate in the 2024 Notes Offer.
SOURCE BRF
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