BRF launches any-and-all, capped tender offers for five note series

By Marisa Wong

Los Angeles, Sept. 14 – Brazil’s BRF SA announced it has begun any-and-all tender offers for three series of notes and capped tender offers for two series of notes.

BRF is offering to purchase for cash any and all of the notes from the following series, listed with the total consideration per $1,000 or €1,000 principal amount, as applicable:

• $82,122,000 outstanding 5 7/8% senior notes due 2022 (Cusip: 10552TAA5, P1905CAA8) for a total consideration of $1,060;

• €205.72 million outstanding 2Ύ% senior notes due 2022 (ISIN: XS1242327325, XS1242327168) for a total consideration of €1,024; and

• $285,422,000 outstanding 3.95% senior notes due 2023 (Cusip: 10552TAE7, P1905CAD2) for a total consideration of $1,036.50.

BRF is also offering to purchase for cash up to a maximum amount of the following notes, listed in order of acceptance priority level and with the total consideration per $1,000 principal amount:

• $453,714,000 outstanding 4Ύ% senior notes due 2024 (Cusip: 10552TAF4, P1905CAE0) for a total consideration of $1,065.50; and

• $500 million outstanding 4.35% senior notes due 2026 (Cusip: 05583BAA7, 08163AA4), issued by wholly owned subsidiary BRF GmbH and guaranteed by BRF, for a total consideration of $1,038.50.

The total consideration for the 2024 notes and 2026 notes includes an early tender premium of $30 per $1,000 of notes tendered by 5 p.m. ET on Sept. 25, the early tender date. Holders tendering after the early tender date will only be eligible to receive the tender consideration, which is the total consideration less the early tender premium.

BRF will only purchase 2024 notes and 2026 notes for which the aggregate total consideration under the capped offers does not exceed the lower of (i) the expected proceeds from an issuance of one or more debt issuances and (ii) $500 million less (a) the cash amount in dollars that BRF is required to spend to purchase the notes tendered and accepted for purchase under the any-and-all offers and (b) $200 million.

As a result, if the maximum amount is reached for tenders made on or prior to the capped offer early tender date, no 2024 notes or 2026 notes that are tendered after the early deadline will be accepted for purchase, and any 2024 notes or 2026 notes tendered on or prior to the early tender date and accepted for purchase will be accepted based on acceptance priority level and on a prorated basis. The 2024 notes have priority in acceptance over the 2026 notes.

The any-and-all offers will expire at 8:30 a.m. ET on Sept. 21. The capped offers will expire at 11:59 p.m. ET on Oct. 9.

For the any-and-all offers, tenders under guaranteed delivery procedures are due by 5 p.m. ET on Sept. 23.

Under the capped offers, BRF may choose to settle early tendered 2024 notes and 2026 notes on an early settlement date, which is expected to be Sept. 30.

Settlement of the any-and-all offers is slated for Sept. 24. Final settlement of the capped offers is expected to occur on Oct. 13.

In addition to the total consideration or tender consideration, as applicable, holders will also receive accrued interest to but excluding the applicable settlement date.

The offers are not contingent on the tender of any minimum principal amount of notes but are subject to a financing condition.

Tenders under the any-and-all offers may be withdrawn at or prior to 8:30 a.m. ET on Sept. 21. Tenders under the capped offers may be withdrawn at or prior to 5 p.m. ET on Sept. 25.

BB Securities Ltd. (+44 20 7367 5800), Banco Bradesco BBI SA (646 432-6643), Banco BTG Pactual SA – Cayman Branch (212 293-4600 or OL-DCM@btgpactual.com), Citigroup Global Markets Inc. (212 723-6106 or 800 558-3745), Itau BBA USA Securities, Inc. (212 710-6749), J.P. Morgan Securities LLC (866 846-2874 or 212 834-7279), Morgan Stanley & Co. LLC (800 624-1808 or 212 761-1057) and Santander Investment Securities Inc. (855 404-3636 or 212 940-1442) are dealer managers for the offers.

D.F. King & Co., Inc. (212 269-5550, 866 796-7184 or +44 20 7920-9700, brf@dfking.com, www.dfking.com/brf) is the information and tender agent.

The food processing company is based in Sao Paulo.

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