19/09/2019

brf20190918_6k.htm - Generated by SEC Publisher for SEC Filing

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16 UNDER

THE SECURITIES EXCHANGE ACT OF 1934

For the month of September 2019.

Commission File Number 001-15148

BRF S.A.

(Exact name of registrant as specified in its charter)

N/A

(Translation of registrant's name into English)

8501, Av. Das Naçoes Unidas, 1st Floor Pinheiros - 05425-070, São Paulo - SP Brazil

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F. Form 20-Fx Form 40-F¨

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): ¨

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* * *

This Report on Form 6-K, including Exhibit 1 hereto, 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 the Company's actual financial condition and results of operations to differ materially from 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, whether because of new information, future events or otherwise. 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, 2018.

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brf20190918_6k.htm - Generated by SEC Publisher for SEC Filing

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: September 19, 2019

BRF S.A.

By: /s/ Carlos Alberto Bezerra de Moura

Name: Carlos Alberto Bezerra de Moura

Title: Chief Financial and Investor Relations Officer

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19/09/2019brf20190918_6k.htm - Generated by SEC Publisher for SEC Filing

EXHIBIT INDEX

Exhibit

Description of Exhibit

1

Announcement with respect to the expiration and final results of the cash tender offers of BRF

for its 5.875% Senior Notes due 2022, 2.750% Senior Notes due 2022 and 3.95% Senior Notes

due 2023.

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brf20190918_6k.htm - Generated by SEC Publisher for SEC Filing

Exhibit 1

BRF announces expiration and final results of its cash tender offers for its 5.875% Senior Notes due 2022, 2.750% Senior

Notes due 2022 and 3.95% Senior Notes due 2023

São Paulo, Brazil - September 19, 2019 - BRF S.A. ("BRF") today announces the expiration and final results of its previously announced offers to purchase for cash any and all of the outstanding 5.875% Senior Notes due 2022 (the "2022 Notes") issued by BRF (the "2022 Notes Offer"), 2.750% Senior Notes due 2022 (the "Euro Notes") issued by BRF (the "Euro Notes Offer") and 3.95% Senior Notes due 2023 ("2023 Notes" and, together with the 2022 Notes and the Euro Notes, the "Notes") issued by BRF (the "2023 Notes Offer" and, together with the 2022 Notes Offer and the Euro Notes Offer, the "Any and All Offers"). The Any and All Offers were made upon the terms and subject to the conditions set forth in the offer to purchase dated September 11, 2019 (the "Offer to Purchase"). This press release is qualified in its entirety by the Offer to Purchase.

As of 8:30 a.m. (New York City time) on September 18, 2019 (the "Any and All Expiration Date"), according to information received from D.F. King & Co., Inc., the information and tender agent for the Any and All Offers, (i) U.S.$9,350,000, or approximately 7.88% of the principal amount outstanding, of the 2022 Notes was validly tendered, and not validly withdrawn, (ii) €175,219,000, or approximately 35.04% of the principal amount outstanding, of the Euro Notes was validly tendered, and not validly withdrawn and (iii) U.S.$154,011,000, or approximately 30.80% of the principal amount outstanding, of the 2023 Notes was validly tendered, and not validly withdrawn. The following table sets forth the principal amount of the 2022 Notes, Euro Notes and 2023 Notes validly tendered and the principal amount BRF has accepted for purchase on the settlement date for the Any and All Offers, which is expected to be September 25, 2019 (the "Any and All Settlement Date").

Principal Amount Validly Tendered

Principal Amount Outstanding Prior to

and Not Validly Withdrawn Prior to

Title of Security

Security Identifiers

Any and All Expiration Date(1)

Any and All Offers

5.875% Senior Notes

CUSIP Nos.:

10552T AA5/ P1905CAA8

U.S.$118,662,000

U.S.$9,350,000

due 2022

ISINs: US10552TAA51/ USP1905CAA82

2.750% Senior Notes

ISINs:

XS1242327325/ XS1242327168

€500,000,000

€175,219,000

due 2022

Common Codes: 124232732/124232716

3.95% Senior Notes

CUSIP Nos.:

10552T AE7/ P1905CAD2

U.S.$500,000,000

U.S.$154,011,000

due 2023

ISINs: US10552TAE73/ USP1905CAD22

  1. As reported by D.F. King & Co., Inc., the information and tender agent for the Any and All Offers as of the Any and All Expiration Date.

The deadline for holders of Notes to tender their Notes in the Any and All Offers was the Any and All Expiration Date. Accordingly, Notes that have been validly tendered and not validly withdrawn may not be withdrawn or such tenders revoked, except as required by applicable law.

Holders of 2022 Notes who (i) validly tendered and did not validly withdraw their 2022 Notes on or prior to the Any and All Expiration Date or (ii) delivered a properly completed and duly executed Notice of Guaranteed Delivery (as defined in the Offer to Purchase) and other required documents pursuant to the Guaranteed Delivery Procedures (as defined in the Offer to Purchase) on or prior to the Any and All Expiration Date and tender their 2022 Notes on or prior to the Guaranteed Delivery Date (as defined in the Offer to Purchase) will be eligible to receive the total consideration of U.S.$1,038.75 per U.S.$1,000 principal amount of 2022 Notes tendered (the "2022 Notes Total Consideration").

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BRF SA published this content on 19 September 2019 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 19 September 2019 14:11:03 UTC