BRF wraps offer for 4.35%, 4 7/8% notes, redeems 4¾% notes in full

By Mary-Katherine Stinson

Lexington, Ky., Oct. 6 – Brazil’s BRF SA announced the expiration of its Sept. 6 capped tender offer for two notes, reporting that no additional notes were tendered after the early deadline, according to a notice.

On Sept. 21, the company purchased a total of $200 million of the tendered 2026 notes on a prorated basis. The total consideration included a $30 early tender premiums that was only paid to noteholders who tendered by the early deadline.

The company also paid accrued interest.

As previously reported, the company invited holders to tender their outstanding 4.35% senior notes due 2026 issued by Austrian subsidiary BRF GmbH (Cusips: 05583BAA7, A08163AA4) and outstanding 4 7/8% senior notes due 2030 issued by BRF SA (Cusips: 10552TAG2, P1905CJX9), up to $200 million principal amount.

As of the early tender deadline at 5 p.m. ET on Sept. 19, the results were as follows, listed by acceptance priority level and including the total consideration per $1,000 principal amount:

• $250,552,000, or about 50.18%, of the $499,282,000 outstanding 4.35% senior notes due 2026 were tendered for a total consideration of $952.50 per note; and

• $132,305,000, or about 22.49%, of the $588,307,000 outstanding 4 7/8% senior notes due 2030 were tendered for a total consideration of $870 per note.

However, since the offer was oversubscribed, the company did not purchase any of the 2030 notes on the early settlement date and did not expect to accept any notes tendered after that time.

The offer expired at 5 p.m. ET on Oct. 4. Final settlement was expected on Oct. 5, although that date was no longer relevant.

Tenders could no longer be withdrawn.

The company said it would use cash to fund the offers.

BofA Securities, Inc. (646 855-8988, 888 292-0070) and Santander US Capital Markets LLC (212 940-1442, 855 404-3636) are the dealer managers.

D.F. King & Co., Inc. is the information and tender agent for the offer (866 416-0577, 212 269-5550, brf@dfking.com).

As previously reported, the company had said it was also planning a make-whole redemption of its 4¾% senior notes due 2024, of which there are $295,363,000 outstanding.

On Oct. 5, all outstanding 2024 notes were redeemed at par plus $5,183,210.42 in accrued interest from May 22 to, but excluding, Oct. 5. Accordingly, all 2024 notes have been canceled.

Notice of the redemption was sent to holders on Sept. 5.

The food processing company is based in Sao Paulo.

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