BRF Announces Final Results of Previously Announced Exchange Offers
Announcement to the Market
SAO PAULO, June 20, 2013
SAO PAULO, June 20, 2013 /PRNewswire/ --BRF S.A. ("BRF") announced the final
results of the previously announced offers by its subsidiary Sadia Overseas
Ltd. ("Sadia Overseas") to Eligible Holders (as defined below) to exchange
(the "Exchange Offers") outstanding 6.875% Notes due 2017 issued by Sadia
Overseas and guaranteed by BRF (the "2017 Notes") and outstanding 7.250%
Senior Notes due 2020 issued by BRF's subsidiary BFF International Limited and
guaranteed by BRF (the "2020 Notes" and, together with the 2017 Notes, the
"Existing Notes") for up to U.S.$150.0million aggregate principal amount of
BRF's 3.95% Senior Notes due 2023 (the "2023 Notes"), with the Existing Notes
to be accepted in the following order of priority: first, the 2017 Notes and,
second, the 2020 Notes, subject to proration.
As of midnight, New York City time, on June 18, 2013 (the "Expiration Date"),
U.S.$29,282,000 aggregate principal amount of 2017 Notes and U.S.$120,718,000
aggregate principal amount of 2020 Notes had been validly tendered and not
validly withdrawn pursuant to the Exchange Offers, and these Existing Notes
have been accepted for exchange. The expected settlement date is June21,
2013 (the "Settlement Date"). In exchange for the U.S.$29,282,000 aggregate
principal amount of 2017 Notes accepted for exchange, Eligible Holders will
receive U.S.$29,282,000 aggregate principal amount of 2023 Notes, together
with U.S.$4,985,260.50 of cash, and additional amounts in respect of accrued
and unpaid interest on those 2017 Notes to, but excluding the Settlement Date.
In exchange for the U.S.$120,718,000 aggregate principal amount of 2020 Notes
accepted for exchange, Eligible Holders will receive U.S.$120,718,000
aggregate principal amount of 2023 Notes, together with U.S.$27,916,037.50 of
cash, and additional amounts in respect of accrued and unpaid interest on
those 2020 Notes to, but excluding, the Settlement Date.
As previously announced, the deadline for Eligible Holders to receive the
early participation payment of U.S.$30.00 in cash (the "Early Participation
Payment") for each U.S.$1,000 of principal amount of Existing Notes was
extended to the Expiration Date. As a result, the cash amounts above include
the Early Participation Payment.
After giving effect to the Exchange Offers, an aggregate principal amount of
U.S.$220,718,000 of 2017 Notes and U.S.$629,282,000 of 2020 Notes will be
In addition, Sadia Overseas and BRF solicited consents of the holders of the
2017 Notes to the adoption of certain amendments (the "Proposed Amendments")
to the indenture governing the 2017 Notes (the "Consent Solicitation")
pursuant to the Consent Solicitation Statement, dated May20, 2013, and the
Proposed Amendments required the consent of holders of a majority in aggregate
principal amount of the outstanding 2017 Notes. Because less than a majority
in aggregate principal amount of the outstanding 2017 Notes delivered consents
pursuant to the Consent Solicitation, the Proposed Amendments were not
approved, and the indenture governing the 2017 Notes will not be amended.
The Exchange Offers and the 2023 Notes have not been and will not be
registered under the U.S. Securities Act of 1933, as amended (the "Securities
Act"), and were only offered within the United States to qualified
institutional buyers, or "QIBs" (as defined in Rule 144A under the Securities
Act), and outside the United States to non-U.S. persons in offshore
transactions in reliance on Regulation S under the Securities Act. Any offer
or sale of the 2023 Notes in any member state of the European Economic Area
which has implemented the Prospectus Directive (as defined in the Eligibility
Letter described below) was required to be addressed to qualified investors
(as defined in the Prospectus Directive).
The Exchange Offers were and are being made solely pursuant to the Exchange
Offer Memorandum and related letter of transmittal and consent, which more
fully set forth and govern the terms and conditions of the Exchange Offers.
Only those holders of Existing Notes who have previously certified to us that
they are eligible to participate in the Exchange Offers through the
eligibility letter (the "Eligibility Letter") we have previously distributed
("Eligible Holders") were authorized to receive or review the Exchange Offer
Memorandum or to participate in the Exchange Offers.
This press release is neither an offer to sell nor a solicitation of an offer
to buy any securities in the United States or elsewhere. The securities have
not been registered under the Securities Act and may not be offered or sold in
the United States absent registration or an applicable exemption from the
registration requirements of the Securities Act.
The Exchange Offers and the 2023 Notes have not been, and will not be,
registered with the Brazilian Securities and Exchange Commission (Comissão de
Valores Mobiliários - CVM). The Exchange Offers and the 2023 Notes may not be
offered or sold in Brazil, except in circumstances that do not constitute a
public offering or unauthorized distribution under Brazilian laws and
regulations. The Exchange Offers and the 2023 Notes are not being offered
The Exchange Offers are not being made to persons in any jurisdiction in which
the making or acceptance thereof would not be in compliance with the
securities, blue sky or other laws of such jurisdiction.
Leopoldo Viriato Saboya
Chief Financial and Investor Relations Officer
A Publicly Traded Company
CNPJ n° 01.838.723/0001-27
SOURCE BRF S.A.
Contact: Media Contact: Ana Carolina Pires Bastos, BRF S.A. Investor
Relations, +55 11 2322-5037, firstname.lastname@example.org
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