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

By Sarah Lizee

Olympia, Wash., Sept. 11 – Brazil’s BRF SA launched a cash tender offer for any and all of its $118,662,000 5 7/8% senior notes due 2022, €500 million 2¾% senior notes due 2022 and $500 million 3.95% senior notes due 2023, and a capped tender offer for its $750 million 4¾% senior notes due 2024, according to a press release.

The total consideration will be $1,038.75 per $1,000 of notes for the 5 7/8% notes, €1,048.75 per €1,000 of notes for the 2¾% notes and $1,011.25 per $1,000 of notes for the 3.95% notes due 2023.

The total consideration will be $1,040 per $1,000 of notes for the 4¾% notes, which includes a $30.00 early tender premium. Holders who tender their notes by 5 p.m. ET on Sept. 24 will be eligible to receive the early tender premium.

Holders will also receive accrued interest.

The maximum amount of tendered 4¾% notes that may be accepted equals $410 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 under the any and all offers.

Tenders in the any-and-all offers may be withdrawn before the expiration date, 8:30 a.m. ET on Sept. 18. Settlement is expected for Sept. 24. The guaranteed delivery date is 5 p.m. ET on Sept. 20.

Tenders for notes in the capped offer may be withdrawn before the early deadline. The early settlement date is Sept. 27, and the expiration date is 11:59 p.m. ET on Oct. 8. Final settlement is set for Oct. 11.

The offers are subject to a financing condition.

The tender agent is D.F. King & Co., Inc. (212 269-5550, 866 796-7184 toll free, +44 20 7920 9700 or brf@dfking.com).

The dealer managers are BB Securities Ltd. (+44 20 7367 5800, 646 432-6643 collect), Banco BTG Pactual SA – Cayman Branch (212 293-4600 collect or OL-DCM@btgpactual.com), Citigroup Global Markets Inc. (212 723-6106 toll free or 800 558-3745 collect), Itau BBA USA Securities, Inc. (212 710-6749 collect) and Santander Investment Securities Inc. (855 404-3636 toll free or 212 940-1442 collect).

BRF is a food company based in Itajai, Brazil.

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