Obligation BRF Société Anonyme 4.875% ( US10552TAG22 ) en USD

BRF Société Anonyme

94.88 % ⇌

Bresil

US10552TAG22 ( en USD )

4.875% par an ( paiement semestriel )

24/01/2030

Prospectus brochure de l'obligation BRF SA US10552TAG22 en USD 4.875%, échéance 24/01/2030

24/07/2025 ( Dans 15 jours )

BRF SA est une société agro-industrielle brésilienne spécialisée dans la production et la commercialisation de produits à base de cellulose, de protéines animales et végétales, principalement destinée aux marchés nationaux et internationaux.

L'Obligation émise par BRF Société Anonyme ( Bresil ) , en USD, avec le code ISIN US10552TAG22, paye un coupon de 4.875% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 24/01/2030

OFFERING MEMORANDUM

BRF S.A.
(Incorporated in the Federative Republic of Brazil)
U.S.$750,000,000
4.875% Senior Notes due 2030

We are offering U.S.$750,000,000 aggregate principal amount of 4.875% senior notes due 2030 (the "notes"). The notes
will bear interest at the rate of 4.875% per year and will mature on January 24, 2030. Interest on the notes will be payable
semi-annually in arrears on January 24 and July 24 of each year, beginning on January 24, 2020.
We may redeem the notes, in whole or in part, at any time prior to October 24, 2029 at a redemption price based on a
"make-whole" amount plus accrued and unpaid interest. On or after October 24, 2029, we may redeem the notes, in whole or
in part, at any time, at 100% of their principal amount plus accrued and unpaid interest. We may also redeem the notes, in
whole but not in part, at 100% of their principal amount plus accrued and unpaid interest in the event of specified events
relating to applicable tax laws. See "Description of Notes--Redemption."
The notes will be our senior unsecured obligations and will rank equally with all of our existing and future senior and
unsecured indebtedness, and will be structurally subordinated to all existing and future liabilities (including trade payables)
of our subsidiaries.
For a more detailed description of the notes, see "Description of the Notes" beginning on page 43.
See "Risk Factors" beginning on page 17 for a discussion of certain risks that you should consider in connection
with an investment in the notes.
Issue Price: 99.007% plus accrued interest, if any, from September 24, 2019.
The notes have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities
Act"), or the securities laws of any other jurisdiction. The notes may not be sold within the United States except to qualified
institutional buyers in reliance on the exemption from registration provided by Rule 144A under the Securities Act ("Rule
144A") and may not be offered or sold outside the United States except to certain non-U.S. persons (as defined in Regulation
S under the Securities Act ("Regulation S")) in offshore transactions in reliance on Regulation S. Prospective purchasers that
are qualified institutional buyers are hereby notified that sellers of the notes may be relying on the exemption from the
provisions of Section 5 of the Securities Act provided by Rule 144A. For a description of certain restrictions on transfer of
the notes, see "Transfer Restrictions."
There is currently no market for the notes. We will apply to list the notes on the official list of the Luxembourg Stock
Exchange for trading on the Euro MTF Market. This offering memorandum will constitute a prospectus for the purposes of
Luxembourg law dated July 16, 2019 on prospectuses for securities.
Delivery of the notes is expected to be made on or about September 24, 2019 to investors in book-entry form through
The Depository Trust Company ("DTC") and its direct and indirect participants, including Clearstream Banking, société
anonyme ("Clearstream") and Euroclear Bank S.A./N.V. ("Euroclear"), as operator of the Euroclear System. The notes are
being offered in the European Economic Area pursuant to an exemption from prospectus requirements under Regulation
(EU) 2017/1129 and the implementing measures in any Member State of the European economic Area which has
implemented the Prospectus Regulation (together, the "Prospectus Regulation"). This offering memorandum has not been
approved by a competent authority within the meaning of the Prospectus Regulation.
Our LEI (legal entity identifier) code is 254900MTXR9LUVQFU480.

Joint Book-Running Managers

BB Securities
Bradesco BBI
BTG Pactual
Citigroup
Itaú BBA
Santander

The date of this offering memorandum is September 30, 2019.

TABLE OF CONTENTS
Page
Incorporation by Reference ........................................................................................................................................... v
Available Information ................................................................................................................................................. vii
Presentation of Financial and Other Information ....................................................................................................... viii
Forward-Looking Statements ........................................................................................................................................ x
Service of Process and Enforcement of Judgments .................................................................................................... xii
Summary........................................................................................................................................................................ 1
Risk Factors ................................................................................................................................................................. 17
Use of Proceeds ........................................................................................................................................................... 22
Capitalization ............................................................................................................................................................... 23
Selected Financial Information .................................................................................................................................... 24
Management's Discussion and Analysis of Financial Condition and Results of Operations ...................................... 26
Updates to Legal Proceedings ..................................................................................................................................... 39
Description of the Notes .............................................................................................................................................. 43
Form of the Notes ........................................................................................................................................................ 68
Taxation ....................................................................................................................................................................... 71
Transfer Restrictions .................................................................................................................................................... 76
Plan of Distribution ..................................................................................................................................................... 79
Legal Matters ............................................................................................................................................................... 84
Independent Accountants............................................................................................................................................. 85
Listing and General Information.................................................................................................................................. 86
Index to Financial Information .................................................................................................................................. F-1
_________________________
You should rely only on the information contained in this confidential offering memorandum. Neither we
nor the initial purchasers have authorized anyone to provide you with different information. Neither we nor
the initial purchasers are making an offer of the notes in any jurisdiction where the offer is not permitted.
You should not assume that the information contained in this offering memorandum is accurate as of any
date other than the date on the front of this offering memorandum, regardless of the time of delivery of this
offering memorandum or any sale of the notes.
_________________________
Unless otherwise indicated or the context otherwise requires, all references in this offering memorandum to
"BRF S.A.," "BRF," the "Issuer," the "company," "we," "our," "ours," "us" or similar terms are to BRF S.A.
(formerly known as BRF Brasil Foods S.A.), the issuer of the notes, and its consolidated subsidiaries and jointly
controlled companies.
_________________________
This offering memorandum has been prepared by us for use in connection with the offering of the notes
described in this offering memorandum. BB Securities Limited, Banco Bradesco BBI S.A., Banco BTG Pactual
S.A.--Cayman Branch, Citigroup Global Markets Inc., Itau BBA USA Securities, Inc. and Santander Investment
Securities Inc. will act as initial purchasers with respect to the offering of the notes. We are offering to sell, and are
seeking offers to buy, the notes only in jurisdictions where offers and sales are permitted. This offering
memorandum does not constitute an offer to sell, or a solicitation of an offer to buy, any notes by any person in any
jurisdiction in which it is unlawful for such person to make such an offer or solicitation. Neither the delivery of this
offering memorandum nor any sale made under it implies that there has been no change in our affairs or that the
information in this offering memorandum is correct as of any date after the date of this offering memorandum.
You must (1) comply with all applicable laws and regulations in force in any jurisdiction in connection with the
possession or distribution of this offering memorandum and the purchase, offer or sale of the notes, and (2) obtain
any required consent, approval or permission for the purchase, offer or sale by you of the notes under the laws and
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regulations applicable to you in force in any jurisdiction to which you are subject or in which you make such
purchases, offers or sales, and neither we nor the initial purchasers or their agents have any responsibility therefor.
You acknowledge that:
you have been afforded an opportunity to request from us, and to review, all additional information
considered by you to be necessary to verify the accuracy of, or to supplement, the information
contained in this offering memorandum;
you have not relied on the initial purchasers or their agents or any person affiliated with the initial
purchasers or their agents in connection with your investigation of the accuracy of such information or
your investment decision; and
no person has been authorized to give any information or to make any representation concerning us or
the notes other than those as set forth in this offering memorandum. If given or made, any such other
information or representation should not be relied upon as having been authorized by us, the initial
purchasers or their agents.
The initial purchasers make no representation or warranty, express or implied, as to the accuracy or
completeness of the information contained in this offering memorandum. Nothing contained in this offering
memorandum is, or shall be relied upon as, a promise or representation by the initial purchasers as to the past or
future. We have furnished the information contained in this offering memorandum.
None of the U.S. Securities and Exchange Commission (the "SEC"), any state securities commission or any
other regulatory authority, has approved or disapproved the notes, nor has any of the foregoing authorities passed
upon or endorsed the merits of this offering or the accuracy or adequacy of this offering memorandum. Any
representation to the contrary is a criminal offense.
The notes are subject to restrictions on transferability and resale and may not be transferred or resold except as
permitted under the Securities Act and applicable state securities laws pursuant to registration or exemption
therefrom. As a prospective purchaser, you should be aware that you may be required to bear the financial risks of
this investment for an indefinite period of time. See "Plan of Distribution" and "Transfer Restrictions."
The notes have not been, and will not be, registered with the Brazilian Securities Commission (Comissão de
Valores Mobiliários, or the "CVM"). The notes may not be offered or sold in Brazil, except in circumstances that do
not constitute a public offering or distribution under Brazilian laws and regulations.
The Luxembourg Stock Exchange takes no responsibility for the contents of this offering memorandum, makes
no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss
howsoever arising from or in reliance upon the whole or any part of the contents of this offering memorandum.
We confirm that, after having made all reasonable inquiries, the information contained in this offering
memorandum with regards to us is true and accurate in all material respects and that there are no omissions of any
other facts from this offering memorandum which, by their absence herefrom, make this offering memorandum
misleading in any material respect. We accept responsibility accordingly for the information contained in this
offering memorandum. All information obtained by us from third parties and included in this offering memorandum
has been accurately reproduced by us and, as far as we are aware and are able to ascertain, no facts have been
omitted that would render such information inaccurate or misleading. See "Presentation of Financial and Other
Information--Market and Other Information" for a list of the third party sources from which we have obtained such
information.
In making an investment decision, prospective investors must rely on their own examination of the
company and the terms of the offering, including the merits and risks involved. Prospective investors should
not construe anything in this offering memorandum as legal, business or tax advice. Each prospective
investor should consult its own advisors as needed to make its investment decision and to determine whether
it is legally permitted to purchase the notes under applicable legal investment or similar laws or regulations.
ii

NOTICE TO PROSPECTIVE INVESTORS IN THE EUROPEAN ECONOMIC AREA
This offering memorandum has been prepared on the basis that any offer of the notes in any Member State of
the European Economic Area which has implemented the Prospectus Regulation (each, a "Relevant Member State")
will be made pursuant to an exemption under the Prospectus Regulation from the requirement to publish a
prospectus for offers of the notes. The expression "Prospectus Regulation" means Regulation (EU) 2017/1129 and
the implementing measures in the Relevant Member State. Accordingly, any person making or intending to make an
offer in that Relevant Member State of the notes which are the subject of the offering contemplated in this offering
memorandum may only do so in circumstances in which no obligation arises for us or any of the initial purchasers to
publish a prospectus pursuant to Article 3 of the Prospectus Regulation, in each case, in relation to such offer.
Neither we nor the initial purchasers have authorized, nor do we or they authorize, the making of any offer of the
notes in circumstances in which an obligation arises for us or the initial purchasers to publish a prospectus for such
offer.
The notes are not intended to be offered, sold or otherwise made available to, and should not be offered, sold or
otherwise made available to, any retail investor in the European Economic Area. For the purposes of this provision,
the expression "retail investor" means a person who is one (or more) of the following (i) a retail client as defined in
point (11) of Article 4(1) of Directive 2014/65/EU (as amended, "MiFID II"), or (ii) a customer within the meaning
of Directive 2002/92/EC (as amended, the "Insurance Mediation Directive"), where that customer would not qualify
as a professional client as defined in point (10) of Article 4(1) of MiFID II. Consequently, no key information
document required by Regulation (EU) No 1286/2014 (as amended, the "PRIIPs Regulation") for offering or selling
the notes or otherwise making them available to retail investors in the European Economic Area has been prepared
and therefore offering or selling the notes or otherwise making them available to any retail investor in the European
Economic Area may be unlawful under the PRIIPs Regulation.
Solely for the purposes of each manufacturer's product approval process, the target market assessment in
respect of the notes has led to the conclusion that: (i) the target market for the notes is eligible counterparties and
professional clients only, each as defined in MiFID II; and (ii) all channels for distribution of the notes to eligible
counterparties and professional clients are appropriate. Any person subsequently offering, selling or recommending
the notes (a "distributor") should take into consideration the manufacturers' target market assessment. However, a
distributor subject to MiFID II is responsible for undertaking its own target market assessment in respect of the
notes (by either adopting or refining the manufacturers' target market assessment) and determining appropriate
distribution channels.
NOTICE TO PROSPECTIVE INVESTORS IN THE UNITED KINGDOM
This offering memorandum does not constitute an offer of securities to the public in the United Kingdom, and is
only being distributed to, and is only directed at, persons in the United Kingdom that are qualified investors within
the meaning of Article 2(1)(e) of the Prospectus Regulation ("Qualified Investors") that are also (1) investment
professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion)
Order 2005 (the "Order") or (2) high net worth entities, and other persons to whom it may lawfully be
communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as
"relevant persons"). Any person who is not a relevant person should not act or rely on this offering memorandum or
any of its contents. Persons into whose possession the offering memorandum may come are required by us and the
initial purchasers to inform themselves about and to observe such restrictions.
NOTICE TO PROSPECTIVE INVESTORS WITHIN SINGAPORE
This offering memorandum has not been and will not be registered as a prospectus with the monetary authority
of Singapore (the "MAS"), and the notes are being offered in Singapore pursuant to exemptions invoked under
Section 274 and/or Section 275 of the Securities And Futures Act (Chapter 289) of Singapore (the "SFA").
Accordingly, each of the initial purchasers has represented and agreed that it will not offer or sell the notes nor make
the notes the subject of an invitation for subscription or purchase, nor will it circulate or distribute this offering
memorandum or any other document or material in connection with the offer or sale, or invitation for subscription or
purchase, of the notes, whether directly or indirectly, to persons in Singapore other than (a) to an institutional
investor (as defined in the SFA) under section 274 of the SFA, (b) to a relevant person (as defined in Section 275(2)
of the SFA) under section 275(1) and/or any person under section 275(1A) of the SFA, and in accordance with the
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conditions specified in section 275 of the SFA and (where applicable) Regulation 3 of the Securities and Futures
(Classes of Investors) Regulations 2018 or (c) otherwise pursuant to, and in accordance with the conditions of, any
other applicable provision of the SFA.
Singapore Securities and Futures Act Product Classification--Solely for the purposes of its obligations pursuant
to Sections 309B(1)(a) and 309B(1)(c) of the SFA, we have determined, and hereby notify all relevant persons (as
defined in Section 309A of the SFA) that the notes are "prescribed capital markets products" (as defined in the
Securities and Futures (Capital Markets Products) Regulations 2018) and Excluded Investment Products (as defined
in MAS Notice SFA 04- N12: Notice on the Sale of Investment Products and MAS Notice FAA-N16: Notice on
Recommendations on Investment Products).
NOTICE TO PROSPECTIVE INVESTORS WITHIN BRAZIL
THE NOTES HAVE NOT BEEN, AND WILL NOT BE, REGISTERED WITH THE CVM. THE NOTES
MAY NOT BE OFFERED OR SOLD IN BRAZIL, EXCEPT IN CIRCUMSTANCES THAT DO NOT
CONSTITUTE A PUBLIC OFFERING OR UNAUTHORIZED DISTRIBUTION UNDER BRAZILIAN LAWS
AND REGULATIONS. THE NOTES ARE NOT BEING OFFERED INTO BRAZIL. DOCUMENTS RELATING
TO THE OFFERING OF THE NOTES, AS WELL AS INFORMATION CONTAINED THEREIN, MAY NOT BE
SUPPLIED TO THE PUBLIC IN BRAZIL, NOR BE USED IN CONNECTION WITH ANY OFFER FOR
SUBSCRIPTION OR SALE OF THE NOTES TO THE GENERAL PUBLIC IN BRAZIL.
iv

INCORPORATION BY REFERENCE
We are incorporating by reference into this offering memorandum our annual report on Form 20-F for the year
ended December 31, 2018, which we filed with the SEC on April 30, 2019 (SEC File No. 001-15148) (our "2018
Form 20-F"), including the following sections:
the information under the caption "Introduction" of our 2018 Form 20-F;
the information contained in "Item 3: Key Information" of our 2018 Form 20-F, with the exception of
financial data as of and for the years ended December 31, 2014, 2015 and 2016;
the information contained in "Item 4: Information on the Company" of our 2018 Form 20-F, with the
exception of financial data as of and for the year ended December 31, 2016;
the information contained in "Item 5: Operating and Financial Review and Prospects" of our 2018
Form 20-F, with the exception of financial data as of and for the year ended December 31, 2016;
the information contained in "Item 6: Directors, Senior Management and Employees" of our 2018
Form 20-F;
the information contained in "Item 7: Major Shareholders and Related Party Transactions" of our 2018
Form 20-F;
the information contained in "Item 8: Financial Information" of our 2018 Form 20-F, with the
exception of financial data as of and for the year ended December 31, 2016;
the information contained in "Item 11: Quantitative and Qualitative Disclosures About Market Risk"
of our 2018 Form 20-F; and
the audited consolidated financial statements of BRF S.A. and its subsidiaries, including the reports of
the independent registered public accounting firm, contained in our 2018 Form 20-F, with the
exception of such financial statements, including the reports of the independent registered public
accounting firm, as of and for the year ended December 31, 2016.
The information below can be found in the indicated sections of our 2018 Form 20-F:
Information
Section in our 2018 Form 20-F
Our date of incorporation and
Item 4. Information on the Company--A. History and Development of the
length of life
Company of our 2018 Form 20-F
Exhibit 1.01 (Amended and Restated Bylaws I Name, Registered Office,
Duration and Purpose), Article Four, of our 2018 Form 20-F
Legislation under which we
Exhibit 1.01 (Amended and Restated Bylaws I Name, Registered Office,
operate and our legal form
Duration and Purpose), Article One, of our 2018 Form 20-F
Description of our subsidiaries
Item 4. Information on the Company--C. Organizational Structure of our 2018
Form 20-F

Exhibit 8.01 (Subsidiaries of the Registrant) of our 2018 Form 20-F

References in this offering memorandum to the incorporation by reference of our 2018 Form 20-F mean the
incorporation by reference of the above mentioned sections of our 2018 Form 20-F, and that such sections of our
2018 Form 20-F are considered part of this offering memorandum.
The information in our 2018 Form 20-F is an important part of this offering memorandum. Our 2018 Form 20-F
contains important information about our company and our results of operations and financial condition.
v

Any statement contained in our 2018 Form 20-F will be deemed to be modified or superseded for purposes of
this offering memorandum to the extent that a statement contained herein modifies or supersedes that statement.
You should read "Available Information" for information on how to obtain our 2018 Form 20-F and other
information relating to our company.
vi

AVAILABLE INFORMATION
We are a reporting company under Section 13 or Section 15(d) of the U.S. Securities and Exchange Act of
1934, as amended (the "Exchange Act"), and file periodic reports with the SEC. However, if at any time we cease to
be a reporting company under Section 13 or Section 15(d) of the Exchange Act, or are not exempt from reporting
pursuant to Rule 12g3-2(b) under the Exchange Act, we will be required to furnish to any holder of a note which is a
"restricted security" (within the meaning of Rule 144 under the Securities Act) or to any prospective purchaser
thereof designated by such a holder, upon the request of such a holder or prospective purchaser, in connection with a
transfer or proposed transfer of any such note pursuant to Rule 144A under the Securities Act or otherwise, the
information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.
Our 2018 Form 20-F and our other periodic reports filed with or furnished to the SEC, including any interim
financial reports, are available free of charge from the SEC at its website (www.sec.gov) or from our website
(www.brf-br.com). Other than as set forth under "Incorporation by Reference," information on these websites is not
incorporated by reference into this offering memorandum.
vii

PRESENTATION OF FINANCIAL AND OTHER INFORMATION
All references in this offering memorandum to the "real," "reais" or "R$" are to the Brazilian real, the official
currency of Brazil. All references to "U.S. dollars," "dollars" or "U.S.$" are to U.S. dollars. All references to
"euros" or "" are to the single currency of the participating member states of the European and Monetary Union of
the Treaty Establishing the European Community, as amended from time to time. All references to "Singapore
dollars" or "S$" are to Singapore dollars.
The exchange rate for reais into U.S. dollars based on the selling rate as reported by the Central Bank of Brazil
(Banco Central do Brasil, or the "Central Bank") was R$3.8322 to U.S.$1.00 at June 30, 2019, R$3.8748 to
U.S.$1.00 at December 31, 2018 and R$3.3080 to U.S.$1.00 at December 31, 2017. As a result of fluctuations in the
real/U.S. dollar exchange rate, the selling rate at June 30, 2019 or any other date may not be indicative of current or
future exchange rates. As of September 24, 2019, the selling rate published by the Central Bank was R$4.1721 per
U.S.$1.00.
Solely for the convenience of the reader, we have translated certain amounts included in this offering
memorandum from reais into U.S. dollars using the selling rate as reported by the Central Bank at June 30, 2019.
These translations should not be construed as implying that the amounts in reais represent, or could have been or
could be converted into, U.S. dollars at that or at any other rate or as of that or any other date.
We maintain our books and records in reais.
Our audited consolidated financial statements as of and for the years ended December 31, 2018 and 2017,
included in our 2018 Form 20-F and incorporated by reference in this offering memorandum (our "audited
consolidated financial statements") have been prepared in accordance with International Financial Reporting
Standards ("IFRS"), as issued by the International Accounting Standards Board ("IASB").
Our unaudited condensed consolidated interim financial information as of June 30, 2019 and for the six months
ended June 30, 2019 and 2018, included in this offering memorandum (our "unaudited condensed consolidated
interim financial information") have been prepared in accordance with IAS 34--Interim Financial Reporting.
Some percentages and amounts included in this offering memorandum have been rounded for ease of
presentation. As a result, figures shown as totals in certain tables may not be arithmetic aggregations of the figures
that precede them.
Non-GAAP Financial Measures
This offering memorandum includes earnings before interest, taxes and depreciation and amortization
("EBITDA"), Adjusted EBITDA, Net Debt, Net Debt / Last Twelve Months ("LTM") Adjusted EBITDA and
Adjusted EBITDA Margin, which are not financial measures computed under IFRS. These non-GAAP financial
measures are used by our management for decision-making purposes and to assess our financial and operating
performance. We also believe that the disclosure of our EBITDA, Adjusted EBITDA, Net Debt, Net Debt /
LTM Adjusted EBITDA and Adjusted EBITDA Margin provides useful supplemental information to investors and
financial analysts in their review of our operating performance. Potential investors should not rely on information
not defined under IFRS as a substitute for the IFRS measures of earnings, cash flows or net profit (loss) in making
an investment decision. The presentations of EBITDA, Adjusted EBITDA, Net Debt, Net Debt / LTM Adjusted
EBITDA and Adjusted EBITDA Margin included in this offering memorandum may not be comparable to those of
other companies. For our definitions of EBITDA, Adjusted EBITDA and Net Debt and reconciliations of income
(loss) from continuing operations to EBITDA, Adjusted EBITDA and Adjusted EBITDA Margin, see "Summary--
Summary Financial and Other Information."
Market and Other Information
Industry and market data included in this offering memorandum are based on industry publications, government
publications, reports by market research firms or other published sources. Some industry and market data are also
based on our estimates, which are derived from internal analyses as well as third-party sources, including
WattAgNet, the Brazilian Secretary of Foreign Trade (Secretaria de Comércio Exterior, or "SECEX"), the U.S.
viii

Department of Agriculture (the "USDA"), The Nielsen Company (US), LLC ("Nielsen"), the Brazilian Association
of Supermarkets (Associação Brasileira de Supermercados, or "ABRAS") and Trademap. Although we believe
these sources are reliable, we have not independently verified the information and cannot assure you of its accuracy
or completeness. Data regarding our industry and markets is intended to provide general guidance but is inherently
imprecise. In addition, although we believe these estimates were reasonably derived, you should not place undue
reliance on estimates, as they are inherently uncertain.
Trademarks
Unless the context otherwise requires, all brand names included in this offering memorandum are registered
trademarks of our company.
ix