Obligation BRF Société Anonyme 3.95% ( USP1905CAD22 ) en USD

Société émettrice BRF Société Anonyme
Prix sur le marché 100 %  ▼ 
Pays  Bresil
Code ISIN  USP1905CAD22 ( en USD )
Coupon 3.95% par an ( paiement semestriel )
Echéance 21/05/2023 - Obligation échue



Prospectus brochure de l'obligation BRF SA USP1905CAD22 en USD 3.95%, échue


Montant Minimal 200 000 USD
Montant de l'émission 345 989 000 USD
Cusip P1905CAD2
Notation Standard & Poor's ( S&P ) BB- ( Spéculatif )
Notation Moody's N/A
Description détaillée 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 brésilienne émise par BRF SA (ISIN : USP1905CAD22, CUSIP : P1905CAD2), d'une taille totale de 345 989 000 USD et d'une taille minimale à l'achat de 200 000 USD, à un taux d'intérêt de 3,95% et échéant le 21/05/2023, a été remboursée à 100% à sa maturité, affichant une notation BB- par Standard & Poors.







Offering memorandum
BRF S.A.
(Formerly Known as BRF -- Brasil Foods S.A.)
(Incorporated in the Federative Republic of Brazil)
U.S.$500,000,000
3.95% Senior Notes due 2023
Interest payable: May 22 and November 22
Issue price: 98.497%
We are offering U.S.$500.0 million aggregate principal amount of 3.95% senior notes due 2023. The notes
will bear interest at the rate of 3.95% per year. Interest on the notes will be payable on May 22 and November 22
of each year, beginning on November 22, 2013. The notes will mature on May 22, 2023.
We may redeem the notes, in whole or in part, at any time after May 22, 2014 at a redemption price based
on a "make-whole" 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.
The notes will be our senior unsecured obligations and will rank equally with all of our existing and future
senior and unsecured indebtedness. The notes will be structurally subordinated to all existing and future liabilities
of our subsidiaries.
For a more detailed description of the notes, see "Description of the Notes" beginning on page 63.
See "Risk Factors" beginning on page 18 for a discussion of certain risks that you
should consider in connection with an investment in the notes.
The notes have not been and will not be registered under the U.S. Securities Act of 1933, as amended, or the
"Securities Act," or the securities laws of any other jurisdiction. The notes are being offered only to qualified
institutional buyers under Rule 144A under the Securities Act, or "Rule 144A," and to persons outside the United
States under Regulation S under the Securities Act, or "Regulation S."
There is currently no market for the notes. Application has been made to list the notes on the official list of
the Luxembourg Stock Exchange for trading on the Euro MTF Market. This offering memorandum constitutes a
prospectus for the purposes of Luxembourg law dated July 10, 2005 on prospectuses for securities, as amended.
Delivery of the notes is expected to be made to investors in book-entry form through The Depository
Trust Company and its direct and indirect participants, including Clearstream Banking, société anonyme, and
Euroclear S.A./N.V., as operator of the Euroclear System, on or about May 22, 2013.
Joint Book-Running Managers
BB Securities Bradesco BBI Itaú BBA Morgan Stanley Santander
May 29, 2013


TABLE OF CONTENTS
Page
Incorporation by Reference . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
iv
Available Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
v
Presentation of Financial and Other Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
v
Forward-Looking Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
vii
Service of Process and Enforcement of Judgments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
viii
Summary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1
Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
18
Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
35
Exchange Rates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
36
Capitalization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
37
Selected Financial Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
38
Management's Discussion and Analysis of Financial Condition and Results of Operations . . . . . . . . . . . . .
40
Business and Industry Updates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
53
Management . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
55
Description of the Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
63
Form of the Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
85
Taxation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
89
Transfer Restrictions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
93
Plan of Distribution . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
96
Legal Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
103
Independent Accountants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
103
Listing and General Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
104
Index to Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
F-1
You should rely only on the information contained in this 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.
This offering memorandum has been prepared by us solely for use in connection with the proposed offering
of the notes described in this offering memorandum. BB Securities Ltd., Banco Bradesco BBI S.A., Itau BBA
USA Securities, Inc., Morgan Stanley & Co. LLC and Santander Investment Securities Inc. will act as initial
purchasers with respect to the offering of the notes. This offering memorandum does not constitute an offer to the
public in general to subscribe for or otherwise acquire the notes. You are authorized to use this offering
memorandum solely for the purpose of considering the purchase of the notes.
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 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, or 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 notes may not be offered or sold in or into the United Kingdom except in circumstances that do not
constitute an offer to the public within the meaning of the Public Offers of Securities Regulations 1995. All
applicable provisions of the Financial Services and Markets Act 2000 must be complied with in respect of
anything done in relation to the notes in, from or otherwise involving the United Kingdom.
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.
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.
This offering memorandum contains summaries believed to be accurate with respect to certain documents,
but reference is made to the actual documents for complete information. All such summaries are qualified in their
entirety by such reference. Copies of documents referred to herein will be made available to prospective
investors upon request to us or the initial purchasers.
ii


NOTICE TO NEW HAMPSHIRE RESIDENTS
NEITHER THE FACT THAT A REGISTRATION STATEMENT OR AN
APPLICATION FOR A LICENSE HAS BEEN FILED UNDER RSA 421-B WITH THE
STATE OF NEW HAMPSHIRE NOR THE FACT THAT A SECURITY IS
EFFECTIVELY REGISTERED OR A PERSON IS LICENSED IN THE STATE OF
NEW HAMPSHIRE CONSTITUTES A FINDING BY THE SECRETARY OF STATE
THAT ANY DOCUMENT FILED UNDER RSA 421-B IS TRUE, COMPLETE AND
NOT MISLEADING. NEITHER ANY SUCH FACT NOR THE FACT THAT AN
EXEMPTION OR EXCEPTION IS AVAILABLE FOR A SECURITY OR A
TRANSACTION MEANS THAT THE SECRETARY OF STATE HAS PASSED IN
ANY WAY UPON THE MERITS OR QUALIFICATION OF, OR RECOMMENDED
OR GIVEN APPROVAL TO, ANY PERSON, SECURITY OR TRANSACTION. IT IS
UNLAWFUL TO MAKE OR CAUSE TO BE MADE TO ANY PROSPECTIVE
PURCHASER, CUSTOMER OR CLIENT ANY REPRESENTATION
INCONSISTENT WITH THE PROVISIONS OF THIS PARAGRAPH.
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.
NOTICE TO RESIDENTS OF PERU
THE NOTES AND THE INFORMATION CONTAINED IN THIS OFFERING MEMORANDUM ARE
NOT BEING PUBLICLY MARKETED OR OFFERED IN PERU AND WILL NOT BE DISTRIBUTED OR
CAUSED TO BE DISTRIBUTED TO THE GENERAL PUBLIC IN PERU. PERUVIAN SECURITIES LAWS
AND REGULATIONS ON PUBLIC OFFERINGS WILL NOT BE APPLICABLE TO THE OFFERING OF
THE NOTES AND THEREFORE, THE DISCLOSURE OBLIGATIONS SET FORTH THEREIN WILL NOT
BE APPLICABLE TO THE ISSUER OR THE SELLERS OF THE NOTES BEFORE OR AFTER THEIR
ACQUISITION BY PROSPECTIVE INVESTORS. THE NOTES AND THE INFORMATION CONTAINED
IN THIS OFFERING MEMORANDUM HAVE NOT BEEN AND WILL NOT BE REVIEWED,
CONFIRMED, APPROVED OR IN ANY WAY SUBMITTED TO THE PERUVIAN SUPERINTENDENCY
OF CAPITAL MARKETS (SUPERINTENDENCIA DEL MERCADO DE VALORES), OR THE SMV NOR
HAVE THEY BEEN REGISTERED UNDER THE SECURITIES MARKET LAW (LEY DEL MERCADO DE
VALORES) OR ANY OTHER PERUVIAN REGULATIONS. ACCORDINGLY, THE NOTES CANNOT BE
OFFERED OR SOLD WITHIN PERUVIAN TERRITORY EXCEPT TO THE EXTENT ANY SUCH
OFFERING OR SALE QUALIFIES AS A PRIVATE OFFERING UNDER PERUVIAN REGULATIONS AND
COMPLIES WITH THE PROVISIONS ON PRIVATE OFFERINGS SET FORTH THEREIN.
WE INTEND TO REGISTER THE NOTES WITH THE FOREIGN INVESTMENT AND DERIVATIVES
INSTRUMENTS REGISTRY (REGISTRO DE INSTRUMENTOS DE INVERSIÓN Y DE OPERACIONES DE
COBERTURA DE RIESGO EXTRANJEROS) OF THE PERUVIAN SUPERINTENDENCY OF BANKS,
INSURANCE AND PRIVATE PENSION FUNDS ADMINISTRATORS (SUPERINTENDENCIA DE BANCOS,
SEGUROS Y ADMINISTRADORAS PRIVADAS DE FONDOS DE PENSIONES) IN ORDER TO MAKE THE
NOTES ELIGIBLE FOR INVESTMENT BY PERUVIAN PRIVATE PENSION FUNDS ADMINISTRATORS.
THE NOTES MAY NOT BE OFFERED OR SOLD IN THE REPUBLIC OF PERU EXCEPT IN
COMPLIANCE WITH THE SECURITIES LAW THEREOF.
iii


INTERNAL REVENUE SERVICE CIRCULAR 230
TO ENSURE COMPLIANCE WITH INTERNAL REVENUE SERVICE CIRCULAR 230, YOU ARE
HEREBY NOTIFIED THAT ANY DISCUSSION OF U.S. FEDERAL INCOME TAX MATTERS SET FORTH
IN THIS OFFERING MEMORANDUM WAS WRITTEN IN CONNECTION WITH THE PROMOTION OR
MARKETING OF THE TRANSACTIONS OR MATTERS ADDRESSED HEREIN AND WAS NOT
INTENDED OR WRITTEN TO BE USED, AND CANNOT BE USED BY ANY PROSPECTIVE INVESTOR,
FOR THE PURPOSE OF AVOIDING TAX-RELATED PENALTIES UNDER FEDERAL, STATE OR LOCAL
TAX LAW. EACH PROSPECTIVE INVESTOR SHOULD SEEK ADVICE BASED ON ITS PARTICULAR
CIRCUMSTANCES FROM AN INDEPENDENT TAX ADVISOR.
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, 2012, or our "2012 Form 20-F," which we filed with the SEC on April 4, 2013 (SEC
File No. 001-15148), including the following sections:
· the information under the caption "Introduction" of our 2012 Form 20-F;
· the information contained in "Item 3: Key Information" of our 2012 Form 20-F;
· the information contained in "Item 4: Information on the Company" of our 2012 Form 20-F;
· the information contained in "Item 5: Operating and Financial Review and Prospects" of our 2012
Form 20-F;
· the information contained in "Item 6: Directors, Senior Management and Employees" of our 2012
Form 20-F;
· the information contained in "Item 7: Major Shareholders and Related Party Transactions" of our 2012
Form 20-F;
· the information contained in "Item 8: Financial Information" of our 2012 Form 20-F;
· the information contained in "Item 11: Quantitative and Qualitative Disclosures About Market Risk" of
our 2012 Form 20-F; and
· the audited consolidated financial statements of our company and our subsidiaries, including the report
thereon, contained in our 2012 Form 20-F.
The information below can be found on the indicated sections of our 2012 Form 20-F:
Information
Section in our 2012 Form 20-F
Our date of incorporation and
Item 4. Information on the Company -- A. History and Development of
length of life
the Company -- Corporate History
Exhibit 1.01 (Amended and Restated Bylaws), Section Four
Legislation under which we
Exhibit 1.01 (Amended and Restated Bylaws), Section One
operate and our legal form
Description of our subsidiaries
Item 4. Information on the Company -- A. History and Development of
the Company -- Corporate Structure
Exhibit 8.01 (List of Subsidiaries)
Incorporation by reference of our 2012 Form 20-F means that our 2012 Form 20-F is considered part of this
offering memorandum.
The information in our 2012 Form 20-F is an important part of this offering memorandum. Our 2012
Form 20-F contains important information about our company and our results of operations and financial
condition.
iv


Any statement contained in our 2012 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 2012 Form 20-F or other
information relating to our company.
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, or 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 2012 Form 20-F and our other periodic reports filed with 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. In addition, our 2012 Form 20-F is available free of charge at the office of the Luxembourg listing agent
and published on the website of the Luxembourg Stock Exchange (www.bourse.lu).
PRESENTATION OF FINANCIAL AND OTHER INFORMATION
Unless otherwise indicated or the context otherwise requires, all references in this offering memorandum to
(1) "BRF S.A.," "BRF," the "company," the "issuer," "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; and (2) references to "Sadia" are to Sadia S.A., formerly a wholly-owned
subsidiary of BRF, which merged with and into BRF on December 31, 2012.
On April 9, 2013, our shareholders approved the change of our corporate name from BRF ­ Brasil Foods
S.A. to BRF S.A. Following recording of the appropriate documentation in the State of Santa Catarina on
April 16, 2013, where our registered office is located, the change became effective retroactively as of April 9,
2013.
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.
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$2.0233 to U.S.$1.00 at May 15, 2013, R$2.0138
to U.S.$1.00 at March 31, 2013, R$2.0435 to U.S.$1.00 at December 31, 2012, R$1.8758 to U.S.$1.00 at
December 31, 2011 and R$1.6662 to U.S.$1.00 at December 31, 2010. See "Exchange Rates" for information
regarding exchange rates for the Brazilian currency since January 1, 2008. The real/U.S. dollar exchange rate
fluctuates widely, and the selling rate at May 15, 2013 or any other date may not be indicative of future exchange
rates.
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 March 31,
2013. These translations should not be considered representations that any such amounts have been, could have
been or could be converted into U.S. dollars at that or at any other exchange rate. In addition, translations should
not be construed as representations that the real amounts represent or have been or could be converted into
U.S. dollars as of that or any other date.
We maintain our books and records in reais.
Our audited consolidated financial statements incorporated by reference in this offering memorandum have
been prepared in accordance with International Financial Reporting Standards, or "IFRS," issued by the
v


International Accounting Standards Board, or "IASB." Our unaudited interim consolidated financial statements
included in this offering memorandum have been prepared in conformity with IFRS for interim financial
reporting in accordance with IAS 34 -- Interim Financial Reporting. IFRS differs in certain significant respects
from generally accepted accounting principles in the United States, or "U.S. GAAP."
KPMG Auditores Independentes, or "KPMG," was appointed as our independent public accounting firm for
a five-year period to audit our consolidated financial statements for the fiscal years ended December 31, 2011,
2010, 2009, 2008 and 2007. Pursuant to CVM regulations, Brazilian public companies are required to rotate their
independent public accounting firm every five years. On November 24, 2011, our Board of Directors, as
recommended by our Fiscal Council, approved the appointment of Ernst & Young Terco Auditores
Independentes S/S, or "EYT," as our independent accountant firm beginning as of January 1, 2012.
Our audited consolidated financial statements as of December 31, 2011 and for the two years ended
December 31, 2011 are incorporated by reference in this offering memorandum and have been audited by
KPMG, as stated in their report incorporated by reference in this offering memorandum.
Our audited consolidated financial statements as of and for the year ended December 31, 2012 are
incorporated by reference in this offering memorandum and have been audited by EYT, as stated in their report
incorporated by reference in this offering memorandum. Our unaudited interim consolidated financial statements
as of and for the three-month period ended March 31, 2013 are included in this offering memorandum and have
been reviewed by EYT, as stated in their report included in this offering memorandum.
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-IFRS Financial Measures
This offering memorandum includes EBITDA, Adjusted EBITDA and net debt, which are not financial
measures computed under IFRS. The presentations of EBITDA, Adjusted EBITDA and net debt 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 to net income of EBITDA and Adjusted EBITDA, see
"Summary -- Summary Financial and Other Information."
Market and Other Information
Industry and market data included in this offering memorandum is based on industry publications,
government publications, reports by market research firms or other published sources. Some industry and market
data is also based on our estimates, which are derived from internal analyses as well as third-party sources.
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.
vi


FORWARD-LOOKING STATEMENTS
This offering memorandum contains forward-looking statements, including within the meaning of the
Securities Act or the Exchange Act.
Statements that are predictive in nature, that depend upon or refer to future events or conditions or that
include words such as "expects," "anticipates," "intends," "plans," "believes," "estimates" and similar
expressions are forward-looking statements. Although we believe that these forward-looking statements are
based upon reasonable assumptions, these statements are subject to several risks, known and unknown, and
uncertainties and are made in light of information currently available to us.
Our forward-looking statements are subject to risks and uncertainties, including as a result of the following
factors:
· the implementation of the principal operating strategies of our company, including integration of recent
acquisitions as well as acquisition or investment opportunities that may occur in the future;
· general economic, political and business conditions in the markets in which we do business, both in Brazil
and abroad, that affect prices of and demand for our products;
· the cyclicality and volatility of raw materials and selling prices;
· health risks related to the food industry;
· the risk of outbreak of animal diseases, in particular avian influenza and A(H1N1) influenza;
· export duties and tariffs, as well as more stringent trade barriers, in key export markets and increased
regulation of food safety and security;
· strong international and domestic competition;
· the effects of the global financial market and economic crisis;
· interest rate fluctuations, inflation and exchange rate movements of the real in relation to the U.S. dollar
and other currencies;
· the declaration or payment of dividends;
· the direction and future operation of our company;
· the implementation of our company's financing strategy and capital expenditure plans;
· the factors or trends affecting our company's financial condition or results of operations;
· changes in environmental, labor and tax policies and legislation;
· the cost and availability of financing and our ability to obtain financing on satisfactory terms;
· compliance with existing and future government regulations; and
· other factors identified or discussed under "Risk Factors."
Because they involve risks and uncertainties, forward-looking statements are not guarantees of future
performance, and our actual results or other developments may differ materially from the expectations expressed
in the forward-looking statements. With respect to forward-looking statements that relate to future financial
results and other projections, actual results will be different due to the inherent uncertainty of estimates, forecasts
and projections. Because of these uncertainties, potential investors should not rely on these forward-looking
statements.
Forward-looking statements speak only as of the date they are made, and we do not undertake any
obligation to update them in light of new information or future developments or to release publicly any revisions
to these statements in order to reflect later events or circumstances or to reflect the occurrence of unanticipated
events. In light of such limitations, you should not make any investment decision on the basis of the forward-
looking statements contained herein.
vii


SERVICE OF PROCESS AND ENFORCEMENT OF JUDGMENTS
BRF is incorporated under the laws of Brazil. All, or substantially all, of its directors and officers reside
outside the United States. Substantially all of the assets of BRF are located in Brazil. As a result, it may not be
possible (or it may be difficult) for you to effect service of process upon us or these other persons within the
United States or to enforce judgments obtained in United States courts against us or them, including those
predicated upon the civil liability provisions of the federal securities laws of the United States.
In the terms and conditions of the notes, BRF will (1) agree that the courts of the State of New York and the
federal courts of the United States, in each case sitting in the Borough of Manhattan, The City of New York, will
have jurisdiction to hear and determine any suit, action or proceeding, and to settle any disputes, which may arise
out of or in connection with the notes and, for such purposes, irrevocably submit to the jurisdiction of such courts
and (2) name an agent for service of process in the Borough of Manhattan, The City of New York. We have been
advised by Machado, Meyer, Sendacz e Opice Advogados, our Brazilian counsel, that a judgment of a United
States court for the payment of money, including for civil liabilities predicated upon the federal securities laws of
the United States, may be enforced in Brazil, subject to certain requirements described below. Such counsel has
advised that a judgment against BRF, its directors and officers thereof, or certain advisors named herein obtained
in the United States would be enforceable in Brazil upon confirmation of that judgment by the Superior Court of
Justice (Superior Tribunal de Justiça). That confirmation will be available only if the U.S. judgment:
· fulfills all formalities required for its enforceability under the laws of the United States;
· is issued by a court of competent jurisdiction after proper service of process is made or sufficient evidence
of our or these other persons absence is given, in accordance with Brazilian law;
· is final and therefore not subject to appeal;
· is for payment of a specified sum of money;
· is authenticated by a Brazilian diplomatic office in the United States and is accompanied by a sworn
translation into Portuguese; and
· is not against Brazilian national sovereignty or public policy or equitable principles (as set forth in
Brazilian law).
The confirmation process may be time-consuming and may also give rise to difficulties in enforcing the
foreign judgment in Brazil. Accordingly, we cannot assure you that confirmation would be obtained, that the
confirmation process would be conducted in a timely manner or that a Brazilian court would enforce a monetary
judgment, including for violation of the securities laws of countries other than Brazil, including the federal
securities laws of the United States.
We have been further advised by our Brazilian counsel that (1) original actions may be brought in
connection with this offering memorandum predicated solely on the federal securities laws of the United States in
Brazilian courts and that, subject to applicable law, Brazilian courts may enforce liabilities in such actions
against BRF or its directors and officers thereof and certain advisors named herein, provided that provisions of
the federal securities laws of the United States do not contravene Brazilian public policy, national sovereignty or
equitable principles and provided further that Brazilian courts can assert jurisdiction over such actions; and
(2) the ability of a creditor to satisfy a judgment by attaching certain assets of BRF or the other persons named
above is limited by provisions of Brazilian law, given that assets are located in Brazil.
In addition, a plaintiff (whether Brazilian or non-Brazilian) that resides outside Brazil during the course of
litigation in Brazil must provide a bond to guarantee court costs and legal fees if the plaintiff owns no real
property in Brazil that could secure payment. This bond must have a value sufficient to satisfy the payment of
court fees and defendant attorney's fees, as determined by the Brazilian judge, except in such instances involving
(1) enforcement of foreign judgments that have been duly confirmed by the Superior Court of Justice (Superior
Tribunal de Justiça), (2) collection of claims based on instruments that may be enforced in Brazil without review
of merit (título executivo extrajudicial), which does not include the notes, and (3) counterclaims (reconvenção).
Notwithstanding the foregoing, we cannot assure you that confirmation of any judgment will be obtained, that the
process described above can be conducted in a timely manner, or that Brazilian courts will enforce a judgment
for violation of the federal securities laws of the United States with respect to the notes.
viii


SUMMARY
This summary highlights information presented in greater detail elsewhere in this offering memorandum.
This summary is not complete and does not contain all the information you should consider before investing in
the notes. You should carefully read this entire offering memorandum before investing, including our 2012
Form 20-F incorporated by reference in this offering memorandum (copies of which may be obtained as
indicated under "Available Information"), "Risk Factors," "Management's Discussion and Analysis of
Financial Condition and Results of Operations" and our consolidated financial statements.
Our Company
We are one of Brazil's largest food companies, with a focus on the production and sale of poultry, pork,
beef cuts, milk, dairy products and processed food products. We are a vertically integrated business that produces
more than 3,300 SKUs, which we distribute to customers in Brazil and in more than 120 other countries. In 2012,
we recorded net sales of R$28,517.4 million, net income of R$820.6 million and Adjusted EBITDA of
R$2.7 billion. For a reconciliation to our net income of Adjusted EBITDA, see "-- Summary Financial and
Other Information." Our products currently include:
· Meat products:
· frozen whole and cut chickens, or in natura poultry
· frozen pork cuts and beef cuts, or in natura pork and in natura beef, respectively
· processed food products, such as the following:
· marinated frozen whole and cut chickens, roosters (sold under the Chester® brand) and turkeys
· specialty meats, such as sausages, ham products, bologna, frankfurters, salami, bacon and other
smoked products
· frozen processed meats, such as hamburgers, steaks, breaded meat products, kibes and meatballs and
frozen processed vegetarian foods
· Other processed products:
· frozen prepared entrees, such as lasagna and pizzas, as well as other frozen foods, including vegetables,
cheese breads and pies
· juices, soy milk and soy juices
· margarine
· mayonnaise, mustard and ketchup
· Dairy products:
· milk (UHT and pasteurized)
· cheeses, powdered milk, yogurts and other dairy products
· Other:
· soy meal and refined soy flour, as well as animal feed.
In the year ended December 31, 2012, we generated 31.3% of our net sales from in natura poultry, 9.7%
from in natura pork and in natura beef, 30.7% from processed meat products, 10.1% from other processed
products, 9.5% from dairy products, 5.5% from food services and 3.2% from other products.
In the Brazilian market, which accounted for 58.4% of our total net sales in the year ended December 31,
2012, we operate under such brand names as Sadia, Perdigão, Chester, Batavo, Elegê, Miss Daisy, Qualy and
Becel (through a strategic joint venture with Unilever), which are among the most recognized names in Brazil. In
our export markets, which accounted for the remaining 41.6% of our total net sales in 2012, our leading brands
are Perdix, Sadia, Hilal, Halal, Corcovado, Batavo, Fazenda, Borella and Confidence.
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