Market Overview

BRF announces cash tender offers for its 5.875% Senior Notes due 2022, 2.750% Senior Notes due 2022, 3.95% Senior Notes due 2023 and 4.75% Senior Notes due 2024

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SAO PAULO, Sept. 11, 2019 /PRNewswire/ -- BRF S.A. ("BRF") today announces the commencement an offer to purchase for cash (i) any and all of the outstanding 5.875% Senior Notes due 2022 (the "2022 Notes") issued by BRF (the "2022 Notes Offer"), 2.750% Senior Notes due 2022 (the "Euro Notes") issued by BRF (the "Euro Notes Offer") and 3.95% Senior Notes due 2023 ("2023 Notes") issued by BRF (the "2023 Notes Offer" and, together with the 2022 Notes Offer and the Euro Notes Offer, the "Any and All Offers") and (ii) the outstanding 4.75% Senior Notes due 2024 (the "2024 Notes" and, together with the 2022 Notes, the Euro Notes and the 2023 Notes, the "Notes") issued by BRF (the "2024 Notes Offer" and, together with the Any and All Offers, the "Offers") up to the Maximum Amount (as defined below).

The Offers are made upon the terms and subject to the conditions set forth in the offer to purchase dated September 11, 2019 (the "Offer to Purchase"). The Offers are not contingent upon the tender of any minimum principal amount of Notes, but BRF will only purchase 2024 Notes up to an aggregate amount of 2024 Notes Total Consideration (as defined herein) not to exceed U.S.$410.0 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 (the "Maximum Amount"). Accordingly, if the aggregate 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 equals or exceeds U.S.$410.0 million, no tendered 2024 Notes will be accepted for purchase, even if validly tendered and not validly withdrawn.

The following table sets forth certain information relating to the Offers.

Title of Security

Security Identifiers

Principal Amount Outstanding

Maximum Amount

Tender Consideration(1)

Early Tender Premium(1)

Total Consideration(1)

5.875% Senior Notes due 2022

CUSIP Nos.:

10552T AA5/ P1905CAA8

ISINs: US10552TAA51/ USP1905CAA82

U.S.$118,662,000

Any and All

N/A

N/A

U.S.$1,038.75

2.750% Senior Notes due 2022

ISINs:

XS1242327325/ XS1242327168

Common Codes: 124232732/124232716

€500,000,000

Any and all

N/A

N/A

€1,048.75

3.95% Senior Notes due 2023

CUSIP Nos.:

10552T AE7/ P1905CAD2

ISINs: US10552TAE73/ USP1905CAD22

U.S.$500,000,000

Any and all

N/A

N/A

U.S.$1,011.25

4.75% Senior Notes due 2024

CUSIP Nos.:

10552T AF4/ P1905CAE0

ISINs: US10552TAF49/ USP1905CAE05

U.S.$750,000,000

Maximum Amount(2)

U.S.$1,010.0

U.S.$30.00

U.S.$1,040.00


(1)   The amount to be paid for each U.S.$1,000 principal amount of 2022 Notes, 2023 Notes and 2024 Notes and €1,000 principal amount of Euro Notes, in each case, validly tendered and accepted for purchase, excluding accrued and unpaid interest on the Notes to the applicable Settlement Date (as defined in the Offer to Purchase).

(2)   Equals an aggregate amount of 2024 Notes Total Consideration not to exceed U.S.$410.0 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. For purposes of calculating the Maximum Amount, the aggregate U.S. dollar-equivalent Euro Notes Total Consideration (as defined herein) for the Euro Notes validly tendered and not validly withdrawn, the principal amount of such Euro Notes will be converted into U.S. dollars using the euro to U.S. dollar exchange rate as of 8:30 a.m. (New York City time) on the Any and All Expiration Date.

 

Indicative Timetable for the Offers:

Commencement of the Offers

September 11, 2019



Any and All Withdrawal Date

8:30 a.m. (New York City time) on September 18, 2019, unless extended by BRF in its sole discretion, except as described in the Offer to Purchase or as required by applicable law.



Any and All Expiration Date

8:30 a.m. (New York City time) on September 18, 2019, unless extended by BRF in its sole discretion.



Any and All Settlement Date

Promptly after the Any and All Expiration Date. Expected to be September 24, 2019, but subject to change.



Guaranteed Delivery Date

5:00 p.m. (New York City time) on the second business day following the Any and All Expiration Date, expected to be on September 20, 2019, unless the Any and All Expiration Date is extended by BRF in its sole discretion.

 

There are no guaranteed delivery provisions provided by BRF in order to tender 2024 Notes in the 2024 Notes Offer.



Guaranteed Delivery Settlement Date

Promptly after the Guaranteed Delivery Date. Expected to be September 24, 2019, but subject to change.



2024 Notes Withdrawal Date

5:00 p.m. (New York City time) on September 24, 2019, unless extended by BRF in its sole discretion.



2024 Notes Early Tender Date

5:00 p.m. (New York City time) on September 24, 2019, unless extended by BRF in its sole discretion.



2024 Notes Early Settlement Date

Promptly after the 2024 Notes Early Tender Date. Expected to be September 27, 2019, but subject to change.



2024 Notes Expiration Date

11:59 p.m. (New York City time) October 8, 2019, unless extended by BRF in its sole discretion.



2024 Notes Final Settlement Date

Promptly after the 2024 Notes Expiration Date. Expected to be October 11, 2019, but subject to change.

The Any and All Offers will expire at 8:30 a.m. (New York City time) on September 18, 2019, unless earlier terminated or extended by BRF (such time and date, as the same may be extended, the "Any and All Expiration Date").

Holders of 2022 Notes who (i) validly tender and do not validly withdraw their 2022 Notes on or prior to the Any and All Expiration Date or (ii) deliver a properly completed and duly executed Notice of Guaranteed Delivery (as defined in the Offer to Purchase) and other required documents pursuant to the Guaranteed Delivery Procedures (as defined in the Offer to Purchase) on or prior to the Any and All Expiration Date and tender their 2022 Notes on or prior to the Guaranteed Delivery Date (as defined in the Offer to Purchase) will be eligible to receive the total consideration of U.S.$1,038.75 per U.S.$1,000 principal amount of 2022 Notes tendered (the "2022 Notes Total Consideration"). Validly tendered 2022 Notes may be withdrawn in accordance with the terms of the 2022 Notes Offer, at any time prior to 8:30 a.m. (New York City time) on September 18, 2019, unless extended, but not thereafter, except as described in the Offer to Purchase or as required by applicable law.

Holders of Euro Notes who (i) validly tender and do not validly withdraw their Euro Notes on or prior to the Any and All Expiration Date or (ii) deliver a properly completed and duly executed Notice of Guaranteed Delivery (as defined in the Offer to Purchase) and other required documents pursuant to the Guaranteed Delivery Procedures (as defined in the Offer to Purchase) on or prior to the Any and All Expiration Date and tender their Euro Notes on or prior to the Guaranteed Delivery Date (as defined in the Offer to Purchase) will be eligible to receive the total consideration of €1,048.75 per €1,000 principal amount of Euro Notes tendered (the "Euro Notes Total Consideration"). Validly tendered Euro Notes may be withdrawn in accordance with the terms of the Euro Notes Offer, at any time prior to 8:30 a.m. (New York City time) on September 18, 2019, unless extended, but not thereafter, except as described in the Offer to Purchase or as required by applicable law.

Holders of 2023 Notes who (i) validly tender and do not validly withdraw their 2023 Notes on or prior to the Any and All Expiration Date or (ii) deliver a properly completed and duly executed Notice of Guaranteed Delivery (as defined in the Offer to Purchase) and other required documents pursuant to the Guaranteed Delivery Procedures (as defined in the Offer to Purchase) on or prior to the Any and All Expiration Date and tender their 2023 Notes on or prior to the Guaranteed Delivery Date (as defined in the Offer to Purchase) will be eligible to receive the total consideration of U.S.$1,011.25 per U.S.$1,000 principal amount of 2023 Notes tendered (the "2023 Notes Total Consideration"). Validly tendered 2023 Notes may be withdrawn in accordance with the terms of the 2023 Notes Offer, at any time prior to 8:30 a.m. (New York City time) on September 18, 2019, unless extended, but not thereafter, except as described in the Offer to Purchase or as required by applicable law.

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"). Holders who validly tender and do not validly withdraw their 2024 Notes 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 (the "2024 Tender Consideration"). 2024 Notes tendered may be withdrawn at any time 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.

In addition to the applicable Total Consideration and the 2024 Tender Consideration, as applicable, holders whose 2022 Notes, Euro Notes, 2023 Notes or 2024 Notes are tendered and accepted for purchase in the Offers will also receive accrued and unpaid interest from, and including, the last interest payment date to, but not including, the Any and All Settlement Date (as defined in the Offer to Purchase), the 2024 Notes Early Settlement Date and the 2024 Notes Final Settlement Date, as applicable. For the avoidance of doubt, accrued interest on 2022 Notes, Euro Notes or 2023 Notes tendered using the Guaranteed Delivery Procedures (as defined

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