BRF S.A. Announcement To The Market

May 28, 2015, 13:05 ET from BRF S.A.

SAO PAULO, May 28, 2015 /PRNewswire/ --

BRF ANNOUNCES TENDER RESULTS AND EXPIRATION TIME OF THE
CASH TENDER OFFER 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, AND
5.875% SENIOR NOTES DUE 2022 ISSUED BY BRF

BRF S.A. ("BRF") and its subsidiaries Sadia Overseas Ltd. ("Sadia Overseas") and BFF International Limited ("BFF") today announced the tender results in connection with (i) an offer by Sadia Overseas to purchase for cash any and all outstanding 6.875% Senior Notes due 2017 (the "2017 Notes") issued by Sadia Overseas and guaranteed by BRF (the "2017 Notes Tender Offer"), (ii) an offer by BFF to purchase for cash any and all outstanding 7.250% Senior Notes due 2020 (the "2020 Notes") issued by BFF and guaranteed by BRF (the "2020 Notes Tender Offer") and (iii) an offer by BRF to purchase for cash any and all outstanding 5.875% Senior Notes due 2022 (the "2022 Notes" and together with the 2017 Notes and the 2020 Notes, the "Notes") issued by BRF (the "2022 Notes Tender Offer" and together with the 2017 Notes Tender Offer and the 2020 Notes Tender Offer, the "Tender Offers"). The Tender Offers were made pursuant to the offer to purchase dated May 20, 2015 (the "Offer to Purchase") and the related letter of transmittal (the "Letter of Transmittal") and notice of guaranteed delivery (the "Notice of Guaranteed Delivery" and together with the Offer to Purchase, the "Offer Documents"). As previously announced, the expiration time for the Tender Offers was 8:00 a.m., New York City time, on May 28, 2015 (such date and time, the "Expiration Time"). As of the Expiration Time, U.S.$725,144,000 in aggregate principal amount of the Notes outstanding had been validly tendered and not withdrawn pursuant to the Tender Offers. Settlement of the Tender Offers is expected to occur on or about June 3, 2015 (the "Settlement Date").

The tables below summarize the results of the Tender Offers and the aggregate principal amount of the Notes to remain outstanding:

Notes

Aggregate Principal
Amount Outstanding

Purchase Price (1)

Aggregate Principal
Amount Validly
Tendered and Accepted
for Purchase

Aggregate Principal Amount
Outstanding Giving Effect to
Settlement of the Tender
Offers

6.875% Senior
Notes due 2017 (CUSIP / ISIN:
78632LAA3/
G77650AA0 / US78632LAA35/
USG77650AA01)

 

U.S.$159,760,000

U.S.$1,100.00

U.S.$47,005,000

U.S.$112,755,000

7.250% Senior
Notes due 2020 (05540KAA9/
G3400TAA7 / US05540KAA97/
USG3400TAA72)

 

U.S.$219,642,000

U.S$1,157.50

U.S.$101,359,000

U.S.$118,283,000

5.875% Senior

Notes due 2022

(10552T AA5/

P1905C AA8 / US10552TAA51 / USP1905CAA82)

U.S.$750,000,000

U.S$1,137.50

U.S.$576,780,000

U.S.$173,220,000






(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 up to, but not including, the Settlement Date.

 

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: 1-800-821-8780 or email brf@dfking.com. 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

Copies of each of the Offer Documents are available at the following web address: www.dfking.com/brf.

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.

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

EC2N 1ER, London, England

Attn: Operations Department

+44 20 7367 5803 (collect)

HSBC Securities (USA) Inc.

452 Fifth Avenue

New York, NY 10018

Attn: Global Liability
Management Group

(888) HSBC-4LM (toll free)

+1 212 525 5552

Itau BBA USA Securities, Inc.

767 Fifth Avenue, 50th Floor

New York, NY 10022

Attn: Syndicate Desk

(888) 770-4828 (toll free)

Standard Chartered Bank

One Basinghall Avenue

London EC2V 5DD

England

Attn: Syndicate Desk

+1 212 667 0351

 

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 Notice of Guaranteed Delivery, and the information in this notice is qualified by reference to the Offer to Purchase and the related Letter of Transmittal and Notice of Guaranteed Delivery.* * *

Augusto Ribeiro Junior 
Chief Financial Officer and Investor Relations Officer
BRF S.A.

 

SOURCE BRF S.A.