FORM
6-K
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
REPORT OF
FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 OF THE
SECURITIES EXCHANGE ACT OF 1934
dated June 2, 2021
Commission File Number 1-15148
BRF
S.A.
(Exact Name as Specified in its Charter)
N/A
(Translation of Registrant’s
Name)
8501,
Av. das Naçoes Unidas, 1st Floor
Pinheiros - 05425-070-São Paulo – SP, Brazil
(Address of principal executive
offices) (Zip code)
Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.
Form 20-F x Form 40-F o
Indicate by
check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T
Rule 101(b)(1):
Indicate by
check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T
Rule 101(b)(7):
Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes o No x
If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): Not applicable.
* * *
This material includes certain forward-looking statements that are based principally on current expectations and on projections of future events and financial trends that currently affect or might affect the Company’s business, and are not guarantees of future performance. These forward-looking statements are based on management’s expectations, which involve a number of known and unknown risks, uncertainties, assumptions and other important factors, many of which are beyond the Company’s control and any of which could cause actual financial condition and results of operations to differ materially fom those set out in the Company’s forward-looking statements. You are cautioned not to put undue reliance on such forward-looking statements. The Company undertakes no obligation, and expressly disclaims any obligation, to update or revise any forward-looking statements. The risks and uncertainties relating to the forward-looking statements in this Report on Form 6-K, including Exhibit 1 hereto, include those described under the captions “Forward-Looking Statements” and “Item 3. Key Information — D. Risk Factors” in the Company’s annual report on Form 20-F for the year ended December 31, 2012.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.
Date: June 2, 2021 | |||
BRF S.A. | |||
By: | /s/ Carlos Alberto Bezerra de Moura | ||
Name: | Carlos Alberto Bezerra de Moura | ||
Title: |
Chief Financial and Investor Relations Officer
|
EXHIBIT INDEX
Exhibit |
Description of Exhibit
|
1 | ANNOUNCEMENT TO THE MARKET |
BRF S.A.
PUBLICLY-HELD
COMPANY
CNPJ 01.838.723/0001-27
NIRE 42.300.034.240
CVM 16269-2s
ANNOUNCEMENT TO THE MARKET
BRF S.A. (“BRF” or “Company”) (B3: BRFS3; NYSE: BRFS) announces to its shareholders and the market in general the commencement of an offer to purchase for cash 4.875% Senior Notes due 2030 (“Notes” and “Tender Offer”, respectively).
The Tender Offer is made upon the terms and subject to the conditions set forth in the offer to purchase dated June 2, 2021 (as it may be amended or supplemented from time to time, the “Offer to Purchase”) for the consideration indicated below and as described in the Offer to Purchase. The Tender Offer is not contingent upon the tender of any minimum principal amount of Notes, but BRF’s obligation to complete the Tender Offer is conditioned on the total purchase price for the Tender Offer not exceeding one hundred and eighty million U.S. dollars (US$180,000,000.00), including any applicable Tender Consideration and Early Tender Premium (as defined in the Offer to Purchase), but excluding the aggregate amount of Accrued Interest (as defined in the Offer to Purchase).
The table below summarizes certain terms and conditions of the Tender Offer.
Title of |
CUSIPs |
ISINs |
Principal Amount |
Maximum |
Tender Consideration(1) |
Early Tender Premium(1) |
Total Consideration(1)(2) |
4.875% Senior Notes due 2030 | 10552T AG2 / P1905CJX9 | US10552TAG22 / USP1905CJX94 | U.S.$750,000,000 | U.S.$180,000,000 | U.S.$1,017.50 | U.S.$30 | U.S.$1,047.50 |
(1) | The amount to be paid for each U.S.$1,000 principal amount of 2030 Notes validly tendered and accepted for purchase, excluding Accrued Interest on the 2030 Notes to the applicable Settlement Date (as defined in the Offer to Purchase). |
(2) | The Total Consideration equals the Tender Consideration plus the Early Tender Premium. |
(3) | The Maximum Amount equals a total purchase price, including any applicable Tender Consideration and Early Tender Premium) but excluding any applicable Accrued Interest, of U.S.$180.0 million. |
The Tender Offer will expire at 11:59 p.m. (New York City time) on June 29, 2021, unless earlier terminated or extended by BRF (such time and date, the “Expiration Date”).
Holders of Notes must validly tender and not validly withdraw their Notes on or prior to the Expiration Date. Validly tendered Notes may be withdrawn in accordance with the terms of the Offer to Purchase at any time prior to the Expiration Date, but not thereafter, except as described in the Offer to Purchase or as required by applicable law.
Completion of the Tender Offer is conditioned on the satisfaction or waiver of certain conditions described in the Offer to Purchase. BRF has the right, in its sole discretion, to alter or terminate the Tender Offer at any time, subject to applicable law.
This Announcement does not constitute or form part of any offer or invitation to purchase, or any solicitation of any offer to sell, the Notes or any other securities in the United States or any other country, nor shall it or any part of it, or the fact of its release, form the basis of, or be relied on or in connection with, any contract therefor. The Tender Offer is made only by and pursuant to the terms of the Offer to Purchase, and the information in this Announcement is qualified by reference to the Offer to Purchase. None of BRF, the dealer managers or the information agent and tender agent makes any recommendation as to whether holders of Notes should tender their Notes pursuant to the Tender Offer.
The Tender Offer is not, and will not be, subject to registration with the Brazilian Securities Exchange Commission (Comissão de Valores Mobiliários). The Tender Offer may not be executed in Brazil, except in circumstances that do not constitute an unauthorized public offering according to Brazilian laws and regulations.
São Paulo, June 2 , 2021.
Carlos Alberto Bezerra de Moura
Chief Financial and Investor Relations Officer
BRF S.A.