SAO PAULO, Feb 2 (Reuters) - Brazilian food processor BRF SA said on Wednesday it had priced its share offering at 20.00 reais per share, a 7.5% discount to Tuesday's closing price, raising 5.4 billion reais ($1 billion).

BRF, a major poultry and pork processor, said in a securities filing it would use the proceeds to boost its capital structure, expand activities and make strategic investments.

The offering was comprised of 270 million new shares and raised BRF's total share capital to 13.05 billion reais, the company said, adding an overallotment of 54 million shares - or 20% of the original offering - was not sold.

BRF counts meatpacker Marfrig Global Foods SA, pension funds Petros and Previ, and asset manager Kapitalo Investimentos among its largest shareholders.

Local media reported earlier in the week that only Petros refrained from buying stock during the share sale.

When the offering was first announced in December, market players speculated that Marfrig could acquire a controlling stake in the company without the risk of triggering a poison pill to block such a move, but its shareholders ended up approving it to only take part in the offering within the "limit of its stake in BRF's capital."

Investment banks Citigroup, Bradesco BBI, BTG Pactual, Itau BBA, J.P. Morgan, Morgan Stanley, Safra, Santander Brasil, Bank of America, Credit Suisse and UBS BB managed the offering.

($1 = 5.2655 reais) (Reporting by Gabriel Araujo; Editing by Louise Heavens and Mark Potter)