BRF S.A. Announces Pricing Of Cash Tender Offers For Any And All Outstanding 6.875% Senior Notes Due 2017 Issued By Sadia Overseas And 7.250% Senior Notes Due 2020 Issued By BFF International, In Each Case Unconditionally And Irrevocably Guaranteed By BRF

SAO PAULO, May 14, 2014 /PRNewswire/ -- BRF S.A. ("BRF") and its subsidiaries Sadia Overseas Ltd. ("Sadia Overseas") and BFF International Limited ("BFF") today announced pricing of (i) an offer by Sadia Overseas to purchase for cash (the "2017 Notes Tender Offer") any and all outstanding 6.875% Senior Notes due 2017 issued by Sadia Overseas (the "2017 Notes"), and (ii) an offer by BFF to purchase for cash (together with the 2017 Notes Tender Offer, the "Tender Offers") any and all outstanding 7.250% Senior Notes due 2020 (together with the 2017 Notes, the "Notes") issued by BFF. The Tender Offers are being made pursuant to the offer to purchase dated May 7, 2014 (the "Offer to Purchase") and the related letter of transmittal (together with the Offer to Purchase, the "Offer Documents"). As previously announced, the expiration time for the Tender Offers is 8:00 a.m., New York City time, on May 15, 2014. Settlement of the Tender Offers is expected to occur on or about May 22, 2014 (the "Settlement Date").

The tables below summarize the Purchase Price (as defined below) of the Tender Offers:

Notes

CUSIP

Number(s)

ISIN
Number(s)

Principal

Amount

Outstanding

Bloomberg

Reference

Page

UST Reference Security

Fixed

Spread

(Basis

Points)


Purchase Price(1)1

6.875% Senior
Notes due 2017

78632LAA3/
G77650AA0

US78632LAA35/
USG77650AA01

U.S.$220,718,000

PX1

0.875% UST Note due April 15, 2017

+150

U.S.$1,132.75

7.250% Senior
Notes due 2020

05540KAA9/
G3400TAA7

US05540KAA97/
USG3400TAA72

U.S.$629,282,000

PX1

1.625% UST Note due April 30, 2019

+195

U.S.$1,191.23








(1) The amount to be paid for each U.S.$1,000 principal amount of Notes validly tendered and accepted for purchase. In addition, accrued and unpaid interest will be paid from and including the last interest payment date for such series of Notes to, but not including, the Settlement Date.

The applicable "Purchase Price" for each U.S.$1,000 principal amount of each series of Notes validly tendered and not validly withdrawn pursuant to the Tender Offers was calculated in accordance with the standard market practice by reference to the bid-side yield to maturity (the "Reference Yield") of the applicable UST reference security specified in the table above as measured at 2:00 p.m., New York City time, on the date hereof, plus the applicable fixed spread specified in the table above. The specific calculation method for the Purchase Price for each series of Notes is set forth in Annex A to the Offer to Purchase.

Our obligation to purchase Notes in either of the Tender Offers is conditioned on the satisfaction or waiver of certain conditions described in the Offer Documents, including, among others, a financing condition described in more detail in the Offer to Purchase. We have the right, in our sole discretion, to amend or terminate either of the Tender Offers at any time.

The information agent and tender agent for the Tender Offers is D.F. King & Co., Inc. To contact the information agent and tender agent, banks and brokers may call +1-212-269-5550, and others may call U.S. toll-free: 1-800-967-4604. Additional contact information is set forth below.

By Mail, Hand or Overnight Courier:

48 Wall Street

22nd Floor

New York, NY 10005

USA

Attention: Kristal Scrudato

By Facsimile Transmission:

(for eligible institutions only)

+1 212-709-3328

Attention: Kristal Scrudato

Confirmation by Telephone

+1 212-493-6940

Any questions or requests for assistance or for additional copies of this notice may be directed to the dealer managers at their respective telephone numbers set forth below or, if by any Holder, to such Holder's broker, dealer, commercial bank, trust company or other nominee for assistance concerning the Tender Offers.

The dealer managers for the Tender Offers are:

BB Securities Ltd.

Banco BTG Pactual S.A.—Cayman

Itau BBA USA Securities, Inc.

Pinners Hall, 105-108 Old Broad Street, 4th

Branch,

767 Fifth Avenue, 50th Floor,

Floor  

68 Fort Street,

New York, NY 10022

EC2N 1ER, London, England

Grand Cayman, Cayman Islands

Attn: Syndicate Desk

Attn: Operations Department

Attn: DCM Group

(888) 770-4828 (toll free)

+44 20 7367 5803 (collect)

(212) 293-4600





Morgan Stanley & Co. LLC


Santander Investment Securities Inc.

1585 Broadway,


45 East 53rd Street

New York, New York 10036


New York, NY 10022

Attn: Liability Management Group


Attn: Syndicate Department

(212) 761-1057 (collect) 


(212) 407-7822 (collect)

(800) 624-1808 (U.S. toll free)




 

This notice does not constitute or form part of any offer or invitation to purchase, or any solicitation of any offer to sell, the Notes or any other securities in the United States or any other country, nor shall it or any part of it, or the fact of its release, form the basis of, or be relied on or in connection with, any contract therefor. The Tender Offers are made only by and pursuant to the terms of the Offer to Purchase and the related Letter of Transmittal, and the information in this notice is qualified by reference to the Offer to Purchase and the related Letter of Transmittal.  None of BRF, Sadia Overseas, BFF, the dealer managers or the Information Agent and Tender Agent makes any recommendation as to whether Holders should tender their Notes pursuant to the Tender Offers.

SOURCE BRF S.A.



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