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BRF S.A. - Tender Offer - Launch

BRF S.A. announces cash tender offers for (A) the 4.350% Senior Notes due 2026 issued by BRF GmbH and guaranteed by BRF S.A. and (B) its 4.875% Senior Notes due 2030 as well as the approval by its board of directors of the make-whole redemption in full of its 4.75% Senior Notes due 2024


Full announcement available via SEC

"São Paulo, Brazil – September 6, 2023 – BRF S.A. (“BRF”) today announces the commencement of an offer to purchase for cash for its own account and, in the case of the 2026 Notes, on behalf of BRF GmbH, a limited liability company (Gesellschaft mit beschränkter Haftung) organized under the law of the Republic of Austria, and a wholly-owned subsidiary of BRF (the “Subsidiary Issuer”), up to the Maximum Amount (as defined below) of the outstanding: (i) 4.350% Senior Notes due 2026 (the “2026 Notes”) issued by the Subsidiary Issuer and guaranteed by BRF (the “2026 Notes Offer”), and (ii) 4.875% Senior Notes due 2030 (the “2030 Notes” and, together with the 2026 Notes, the “Notes”) issued by BRF (the “2030 Notes Offer” and, together with the 2026 Notes Offer, the “Offers” and each, an “Offer”).

The Offers are made upon the terms and subject to the conditions set forth in the offer to purchase dated September 6, 2023 (the “Offer to Purchase”). The Offers are not contingent upon the tender of any minimum principal amount of Notes, but BRF will only purchase up to U.S.$200,000,000 in combined aggregate principal amount of Notes (the “Maximum Amount”). Accordingly, if the Maximum Amount is reached in respect of tenders made on or prior to the Early Tender Date (as defined below), no 2026 Notes or 2030 Notes that are validly tendered after the Early Tender Date will be accepted for purchase, even if validly tendered and not validly withdrawn, and any 2026 Notes or 2030 Notes tendered on or prior to the Early Tender Date and accepted for purchase on the Early Acceptance Date (as defined in the Offer to Purchase) (or the Expiration Date (as defined below), if the Early Settlement Right (as defined below) is not exercised) will be accepted based on the Acceptance Priority Levels (as defined below) and on a prorated basis such that BRF purchases an aggregate principal amount of 2026 Notes and 2030 Notes not exceeding the Maximum Amount as provided in the Offer to Purchase.

The following table sets forth certain information relating to the Offers.



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