Sadia Overseas Ltd. Announces Extension of Deadline to Receive Early Participation Payment in its Previously Announced Exchange Offers
Jun 5 13
BRF S.A. announced that its subsidiary Sadia Overseas Ltd. has extended the deadline for Eligible Holders to receive the early participation payment of USD 30.00 in cash to the expiration date in connection with its previously announced offers to Eligible Holders to exchange outstanding 6.875% Notes due 2017 issued by Sadia Overseas and guaranteed by BRF and outstanding 7.250% Senior Notes due 2020 issued by BRF's subsidiary BFF International Limited and guaranteed by BRF for up to USD 150.0 million aggregate principal amount of BRF's 3.95% Senior Notes due 2023. As a result, Eligible Holders: who validly tender their 2017 Notes at or prior to the expiration date, and whose 2017 Notes are accepted for exchange, will receive, for each USD 1,000 of principal amount of 2017 Notes: USD 1,000 in aggregate principal amount of 2023 Notes plus USD 140.25 in cash (which amount remains unchanged) and (2) the Early Participation Payment; and who validly tender their 2020 Notes at or prior to the expiration date, and whose 2020 Notes are accepted for exchange, will receive, for each USD 1,000 of principal amount of 2020 Notes: (1) USD 1,000 in aggregate principal amount of 2023 Notes plus USD 201.25 in cash and (2) the early participation payment. Withdrawal rights for the exchange offers have expired.
BRF SA Announces Commencement of Offer by Sadia Overseas Ltd. to Eligible Holders to Exchange Outstanding 6.875% Notes due 2017
May 20 13
BRF S.A. (BRF) announced the commencement of an offer by its subsidiary Sadia Overseas Ltd. to eligible holders (the 'Exchange Offers') to exchange 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 USD 150.0 million aggregate principal amount (the 'Maximum Tender Amount') of BRF's 3.95% Senior Notes due 2023 (the 'New 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. The acceptance of any 2020 Notes for exchange in the Exchange Offers is subject to the condition that at least USD 20.0 million in aggregate principal amount of outstanding 2020 Notes are validly tendered and not validly withdrawn (subject to the terms and conditions of the Exchange Offers) (the '2020 Notes Minimum Amount Condition'). Concurrently with the Exchange Offers, Sadia Overseas and BRF are soliciting (the 'Consent Solicitation') the consents of the holders of the 2017 Notes to the adoption of certain amendments (the 'Proposed Amendments') to the indenture governing the 2017 Notes to amend certain of the terms of the covenants and related definitions and events of default for the 2017 Notes that remain outstanding after the Exchange Offers so that such terms are substantially identical to the covenants and events of default in the New Notes. The Proposed Amendments require the consents of holders of a majority in aggregate principal amount of the outstanding 2017 Notes, excluding any 2017 Notes held by BRF or its affiliates. Holders who tender 2017 Notes pursuant to the Exchange Offers will be deemed to have consented to the Proposed Amendments. Any holder that does not wish to tender its 2017 Notes may still deliver the consents by following the procedures outlined in the consent solicitation statement, dated May 20, 2013 (the 'Consent Solicitation Statement'). The Exchange Offers are being made upon the terms and subject to the conditions set in the confidential offering memorandum, dated May 20, 2013 (the 'Exchange Offering Memorandum'), and the related letter of transmittal and consent, which are available exclusively to Eligible Holders. The Exchange Offers and the New Notes have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the 'Securities Act'), and may only be 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.