Bond BRF Groupe 5.75% ( USP1905CAJ91 ) in USD

BRF Groupe

100 % ▲

Brazil

USP1905CAJ91 ( in USD )

5.75% per year ( payment 2 times a year)

20/09/2050

Prospectus brochure of the bond BRF USP1905CAJ91 en USD 5.75%, maturity 20/09/2050

200 000 USD

800 000 000 USD

P1905CAJ9

N/A

21/03/2026 ( In 39 days )

BRF stands for Biochar-Rich Fertilizers, a sustainable soil amendment improving soil health and crop yields.

The Bond issued by BRF Groupe ( Brazil ) , in USD, with the ISIN code USP1905CAJ91, pays a coupon of 5.75% per year.
The coupons are paid 2 times per year and the Bond maturity is 20/09/2050

OFFERING MEMORANDUM SUPPLEMENT
TO OFFERING MEMORANDUM DATED SEPTEMBER 28, 2020
BRF S.A.
(Incorporated in the Federative Republic of Brazil)
U.S.$300,000,000
5.750% Senior Notes due 2050
We are offering U.S.$300,000,000 aggregate principal amount of 5.750% senior notes due 2050 (the "notes"). The notes will be
additional notes issued under the indenture under which we initially issued U.S.$500,000,000 aggregate principal amount of 5.750% Senior
Notes due 2050 on September 21, 2020 (the "initial notes"). The notes will have identical terms and conditions as the initial notes, other
than issue date and issue price, and will constitute part of the same series as, vote together as a single class with, and be fungible with, the
initial notes.
The notes will bear interest at the rate of 5.750% per year and will mature on September 21, 2050. Interest on the notes will accrue
from September 21, 2020 and will be payable semi-annually in arrears on March 21 and September 21 of each year, beginning on March
21, 2021.
We may redeem the notes, in whole or in part, at any time prior to March 21, 2050 at a redemption price based on a "make-whole"
amount plus accrued and unpaid interest. On and after March 21, 2050, 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" in the accompanying offering memorandum.
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 Additional Notes" in this offering memorandum supplement and
"Description of the Notes" in the accompanying offering memorandum.
See "Item 3. Key Information--D. Risk Factors" beginning on page 4 of our 2019 Form 20-F (as defined in the accompanying
offering memorandum), which information is incorporated by reference in this offering memorandum supplement and the
accompanying offering memorandum, and "Risk Factors" beginning on page 21 of the accompanying offering memorandum, for a
discussion of certain risks that you should consider in connection with an investment in the notes.
Issue Price: 98.242% plus accrued interest from September 21, 2020.
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" in the accompanying offering memorandum.
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 supplement and the accompanying offering memorandum will constitute a prospectus for the purposes of
Luxembourg law dated July 16, 2019 on prospectuses for securities, as amended.
Delivery of the notes is expected to be made on or about October 26, 2020 to investors in book-entry form through The Depository
Trust Company ("DTC") and its direct and indirect participants, including Clearstream Banking S.A. ("Clearstream") and Euroclear Bank
SA/NV ("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 supplement and the accompanying offering memorandum have 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
Citigroup
J.P. Morgan
Morgan Stanley
The date of this offering memorandum supplement is October 26, 2020.

TABLE OF CONTENTS
Offering Memorandum Supplement
Page
Incorporation by Reference ....................................................................................................................................... S-v
Presentation of Financial and Other Information ....................................................................................................... S-v
Summary.................................................................................................................................................................... S-1
Use of Proceeds ......................................................................................................................................................... S-8
Capitalization ............................................................................................................................................................. S-9
Description of the Additional Notes ........................................................................................................................ S-11
Taxation ................................................................................................................................................................... S-12
Plan of Distribution ................................................................................................................................................. S-13
Offering Memorandum
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 ............................................................................................................................................................... 21
Use of Proceeds ......................................................................................................................................................... 27
Capitalization ............................................................................................................................................................. 28
Updates to Legal Proceedings ................................................................................................................................... 29
Description of the Notes ............................................................................................................................................ 35
Form of the Notes ...................................................................................................................................................... 60
Taxation ..................................................................................................................................................................... 63
Transfer Restrictions .................................................................................................................................................. 67
Plan of Distribution ................................................................................................................................................... 70
Legal Matters ............................................................................................................................................................. 76
Independent Accountants........................................................................................................................................... 77
Listing and General Information................................................................................................................................ 78
_________________________
This document consists of two parts: this offering memorandum supplement and the accompanying
offering memorandum dated September 16, 2020 (the "accompanying offering memorandum"). You should
rely only on the information contained in this offering memorandum supplement and the accompanying
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 supplement and the accompanying offering memorandum is accurate as of any date
other than the date on the front of this offering memorandum supplement, regardless of the time of delivery
of this offering memorandum supplement, the accompanying offering memorandum or any sale of the notes.
If the information in this offering memorandum supplement differs from the information in the
accompanying offering memorandum, or any document incorporated by reference herein or therein, the
information in this offering memorandum supplement supersedes the information in the accompanying
offering memorandum or such document incorporated by reference herein or therein.
_________________________
S-i

Unless otherwise indicated or the context otherwise requires, all references in this offering memorandum
supplement 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.
_________________________
Citigroup Global Markets Inc., J.P. Morgan Securities LLC and Morgan Stanley & Co. LLC will act as initial
purchasers with respect to the offering of the notes. You are authorized to use this offering memorandum
supplement and the accompanying 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 supplement and the accompanying 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 supplement and the accompanying 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 supplement and the accompanying
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 supplement or the accompanying offering
memorandum. Nothing contained in this offering memorandum supplement or the accompanying 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 supplement and the
accompanying 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 supplement
or the accompanying 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" in this offering memorandum supplement
and "Transfer Restrictions" in the accompanying offering memorandum.
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.
S-ii

The Luxembourg Stock Exchange takes no responsibility for the contents of this offering memorandum
supplement or the accompanying 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 supplement or the accompanying offering memorandum.
We confirm that, after having made all reasonable inquiries, the information contained in this offering
memorandum supplement and the accompanying 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 supplement and
the accompanying offering memorandum, taken together, which, by their absence herefrom, make this offering
memorandum supplement and the accompanying offering memorandum, taken together, misleading in any material
respect. We accept responsibility accordingly for the information contained in this offering memorandum
supplement and the accompanying 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 supplement or the accompanying 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.
NOTICE TO PROSPECTIVE INVESTORS IN THE EUROPEAN ECONOMIC AREA
This offering memorandum supplement and the accompanying offering memorandum have 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 supplement and the
accompanying 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.
Each initial purchaser has represented and agreed that it has not offered, sold or otherwise made available and
will not offer, sell or otherwise make available any notes to any retail investor in the European Economic Area or in
the United Kingdom. For the purposes of this provision: (a) 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 (EU) 2016/97 (as amended, the
"Insurance Distribution Directive"), where that customer would not qualify as a professional client as defined in
point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in Regulation (EU) 2017/1129 (as
amended, the "Prospectus Regulation"); and (b) the expression "offer" includes the communication in any form and
by any means of sufficient information on the terms of the offer and the notes to be offered so as to enable an
investor to decide to purchase or subscribe for the notes.
NOTICE TO PROSPECTIVE INVESTORS IN THE UNITED KINGDOM
This offering memorandum supplement and the accompanying offering memorandum do 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 supplement, the accompanying offering memorandum or any of their contents.
S-iii

Persons into whose possession this offering memorandum supplement and the accompanying 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 supplement and the accompanying offering memorandum have 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 supplement, the accompanying 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
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.
S-iv

INCORPORATION BY REFERENCE
See "Incorporation by Reference" in the accompanying offering memorandum for the information that is
incorporated by reference in this offering memorandum supplement and the accompanying offering memorandum.
PRESENTATION OF FINANCIAL AND OTHER INFORMATION
All references in this offering memorandum supplement to the "real," "reais" or "R$" are to the Brazilian real,
the official currency of Brazil. All references to "U.S. dollars" or "U.S.$" are to U.S. dollars, the legal currency of
the United States of America. 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$5.4760 to U.S.$1.00 at June 30, 2020, R$4.0307 to
U.S.$1.00 at December 31, 2019 and R$3.8748 to U.S.$1.00 at December 31, 2018. As a result of fluctuations in the
real/U.S. dollar exchange rate, the selling rate at June 30, 2020 or any other date may not be indicative of current or
future exchange rates. As of October 16, 2020, the selling rate published by the Central Bank was R$5.6226 per
U.S.$1.00.
Solely for the convenience of the reader, we have translated certain amounts included in this offering
memorandum supplement and the accompanying offering memorandum from reais into U.S. dollars using the
selling rate as reported by the Central Bank at June 30, 2020. 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.
Some percentages and amounts included in this offering memorandum supplement and the accompanying
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.
See "Presentation of Financial and Other Information" in the accompanying offering memorandum for
additional information relating to the presentation of financial information, non-GAAP financial measures, market
and other information in this offering memorandum supplement and the accompanying offering memorandum.
S-v

SUMMARY
This summary highlights information presented in greater detail in the accompanying 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 supplement, the entire accompanying offering
memorandum and the documents incorporated by reference herein and therein before investing, including our 2019
Form 20-F, our Second Quarter Financial Statement Report and our Second Quarter MD&A Report (as such terms
are defined in the accompanying offering memorandum), which are incorporated by reference in this offering
memorandum supplement and the accompanying offering memorandum (copies of which may be obtained as
indicated under "Available Information" in the accompanying offering memorandum) and the information set forth
under "Risk Factors" in the accompanying offering memorandum, "Item 3. Key Information--Risk Factors" in our
2019 Form 20-F and "Risk Factors" in our Second Quarter MD&A Report, before investing in the notes.
Our Company
We are one of the largest producers of fresh and frozen protein foods in the world in terms of production
capacity, according to WattAgNet, with a portfolio of approximately three thousand stock keeping units. We are
committed to operating our business and delivering products to our global customer base in line with our core
values: quality, safety and integrity. Our processed products include marinated, frozen and fresh chicken, Chester®
rooster and turkey meats, specialty meats, frozen processed meats, frozen prepared entrees, portioned products and
sliced products. We also sell margarine, sweet specialties, sandwiches, plant-based products and animal feed. We
are the holder of brands such as Sadia, Perdigão, Qualy, Perdix, Confidence and Hilal. For the year ended
December 31, 2019, BRF was responsible for 11.6% of the world's poultry trade, according to Trademap.
Recent Developments
Offering of Initial Notes
On September 21, 2020, we issued U.S.$500,000,000 aggregate principal amount of 5.75% Senior Notes due
2050.
Tender Offers
As described in the accompanying offering memorandum under "Summary--Recent Developments--Tender
Offers," on September 14, 2020, we launched cash tender offers (1) for any and all of the (i) 5.875% Senior Notes
due 2022 (the "2022 Notes") issued by us (the "2022 Notes Tender Offer"), (ii) 2.750% Senior Notes due 2022 (the
"Euro Notes") issued by us (the "Euro Notes Tender Offer") and (iii) 3.95% Senior Notes due 2023 (the "2023
Notes") issued by us (the "2023 Notes Tender Offer") and (2) for up to the Maximum Amount (as defined in the
Offer to Purchase referred to below) of the (iv) 4.75% Senior Notes due 2024 (the "2024 Notes") issued by us (the
"2024 Notes Tender Offer") and (ii) 4.350% Senior Notes due 2026 (the "2026 Notes") issued by BRF GmbH and
guaranteed by us (the "2026 Notes Tender Offer"). All references in this offering memorandum supplement to the
"Existing Notes" are to the 2022 Notes, the Euro Notes, the 2023 Notes, the 2024 Notes and the 2026 Notes. All
references in this offering memorandum supplement to the "Tender Offers" are to the 2022 Notes Tender Offer, the
Euro Notes Tender Offer, the 2023 Notes Tender Offer, the 2024 Notes Tender Offer and the 2026 Notes Tender
Offer. The Tender Offers were conducted in accordance with the terms, and subject to the conditions, set forth in the
Offer to Purchase dated September 14, 2020.
On September 24, 2020, we repurchased (i) U.S.$11,194 thousand (R$61,298 thousand) aggregate principal
amount of 2022 Notes in the 2022 Notes Tender Offer, (ii) 39,048 thousand (R$240,298 thousand) aggregate
principal amount of Euro Notes in the Euro Notes Tender Offer, and (iii) U.S.$51,389 thousand (R$281,406
thousand) aggregate principal amount of 2023 Notes in the 2023 Notes Tender Offer. After such repurchases,
U.S.$70,928 thousand (R$388,402 thousand) aggregate principal amount of the 2022 Notes remained outstanding,
166,672 thousand (R$1,025,683 thousand) aggregate principal amount of the Euro Notes remained outstanding,
and U.S.$234,033 thousand (R$1,281,565 thousand) aggregate principal amount of the 2023 Notes remained
outstanding.
S-1

On September 28, 2020, we repurchased (i) U.S.$158,351 thousand (R$867,130 thousand) aggregate principal
amount of 2024 Notes in the 2024 Notes Tender Offer and (ii) U.S.$718 thousand (R$3,932 thousand) aggregate
principal amount of the 2026 Notes in the 2026 Notes Tender Offer. After such repurchases, U.S.$295,363 thousand
(R$1,617,408 thousand) aggregate principal amount of the 2024 Notes remained outstanding and U.S.$499,282
thousand (R$2,734,068 thousand) aggregate principal amount of the 2026 Notes remained outstanding.
Resignation of Officer
On October 1, 2020, Mr. Rubens Fernandes Pereira tendered his resignation as Strategy, Managing and
Innovation Vice Present, effective October 9, 2020. At a meeting of the board of directors of BRF held on
October 1, 2020, the members of the board of directors determined that the areas managed by Mr. Pereira will be
distributed to the other executive officers of BRF.
S-2

The Offering
The following summary of the terms and conditions of the notes highlights information presented in greater
detail elsewhere in this offering memorandum supplement and the accompanying offering memorandum, including
under "Description of the Additional Notes" in this offering memorandum supplement and under "Description of
the Notes" in the accompanying offering memorandum. The following summary does not contain all the information
you should consider before investing in the notes.
Issuer .............................................................................
BRF S.A.
Notes Offered ................................................................
U.S.$300,000,000 aggregate principal amount of
5.750% senior notes due 2050.
The notes will be additional notes issued under the
indenture under which we initially issued
U.S.$500,000,000 aggregate principal amount of
5.750% senior notes due 2050. The notes will have
identical terms and conditions as the initial notes,
other than issue date and issue price, and will
constitute part of the same series as, vote together as
a single class with, and be fungible with, the initial
notes, except that until 40 days after the Issue Date,
the notes issued in reliance on Regulation S will have
different CUSIP numbers and ISINs than those of the
initial notes issued in reliance on Regulation S and
will not be fungible for trading purposes with such
initial notes until the expiration of such 40-day
period.
Issue Price......................................................................
98.242%, plus accrued interest from September 21,
2020.
Issue Date ......................................................................
October 26, 2020.
Maturity Date ................................................................
The notes will mature on September 21, 2050.
Interest ...........................................................................
The notes will bear interest at 5.750% from
September 21, 2020, and will be payable semi-
annually on March 21 and September 21 of each
year, beginning on March 21, 2021.
Ranking .........................................................................
The notes will:

be senior unsecured obligations of the Issuer;

be effectively junior in right of payment to any
secured indebtedness of the Issuer to the extent
of the value of the assets securing such
indebtedness;

rank equally in right of payment with all of the
Issuer's existing and future unsecured
unsubordinated indebtedness; and
S-3

be structurally subordinated to all of the existing
and future liabilities (including trade payables)
of the Issuer's subsidiaries.
As of June 30, 2020,

we had consolidated loans and borrowings of
R$24,863,551 thousand (U.S.$4,540,459
thousand), of which BRF had R$21,665,812
thousand (U.S.$3,956,503 thousand) of
indebtedness as primary obligor (and not as
guarantor);

the Issuer (at the parent company level and
excluding its subsidiaries) had loans and
borrowings, of which (1) R$40,281 thousand
(U.S.$7,356 thousand) was secured indebtedness
to which the notes will be effectively
subordinated; and (2) R$21,625,531 thousand
(U.S.$3,949,147 thousand) was unsecured
indebtedness, which will rank equally in right of
payment with the notes; and

our subsidiaries had R$3,197,739 thousand
(U.S.$583,955 thousand) of loans and
borrowings (excluding intercompany liabilities),
all of which will be structurally senior to the
notes (including liabilities guaranteed by the
Issuer).
Optional Redemption.....................................................
We may redeem the notes, in whole or in part, at any
time, or from time to time, prior to March 21, 2050
(the date that is six months prior to the scheduled
maturity of the notes, the "Par Call Date"), at a
redemption price based on a "make-whole"
premium, plus accrued and unpaid interest and
additional amounts, if any, to, but excluding, the
redemption date. See "Description of the Notes--
Redemption--Optional redemption--Make-whole
redemption" in the accompanying offering
memorandum.
Beginning on the Par Call Date, we may redeem the
notes, in whole or in part, at any time or from time to
time, at a price equal to 100% of the principal
amount of the notes to be redeemed, plus accrued
and unpaid interest and additional amounts, if any,
to, but excluding, the redemption date. See
"Description of the Notes-- Redemption--Optional
Redemption--Redemption at par" in the
accompanying offering memorandum.
Tax Redemption ............................................................
We may redeem the notes, in whole but not in part,
at 100% of their principal amount, plus accrued and
unpaid interest and additional amounts, if any, to, but
excluding, the redemption date, upon the occurrence
of specified events relating to applicable tax law. See
S-4

Document Outline

#21">Insert from: "BRF 2020 - Lux listing prospectus.pdf"
- #26">Incorporation by Reference
- #28">Available Information
- #29">Presentation of Financial and Other Information
- #30">Non-GAAP Financial Measures
- #30">Market and Other Information
- #30">Trademarks
- #31">Forward-Looking Statements
- #33">Service of Process and Enforcement of Judgments
- #35">Summary
- #35">Our Company
- #36">Brazilian Market
- #37">Export Markets
- #37">Competitive Strengths
- #39">Business Strategy
- #40">Recent Developments
- #55">Risk Factors
- #55">Risks Relating to Our Indebtedness
- #57">Risks Relating to the Notes
- #57">Developments and the perception of risks in other countries, especially emerging markets, may adversely affect the market price of securities issued by us, including the notes.
- #58">Payments on the notes will be junior to the Issuers secured debt obligations and effectively junior to debt obligations of the Issuers subsidiaries.
- #58">The Issuers obligations under the notes are subordinated to certain statutory preferences.
- #58">We cannot assure you that the credit ratings for the notes will not be lowered, suspended or withdrawn by the rating agencies.
- #58">Payments under the notes are subject to our obtaining certain governmental authorizations.
- #59">Restrictions on the movement of currency out of Brazil may impair the ability of holders of the notes to receive interest and other payments on the notes.
- #59">Judgments of Brazilian courts enforcing our obligations under the notes would be payable only in reais.
- #59">We cannot assure you that a judgment of a United States court for liabilities under U.S. securities laws would be enforceable in Brazil or that an original action can be brought in Brazil against us for liabilities under U.S. securities laws.
- #59">We cannot assure you that an active trading market for the notes will develop.
- #59">The notes are subject to transfer restrictions.
  - #60">We may redeem the notes prior to maturity.
- #60">Brazilian bankruptcy laws may be less favorable to you than U.S. bankruptcy and insolvency laws.
- #61">Use of Proceeds
- #62">Capitalization
- #63">Updates to Legal Proceedings
- #63">The following information supplements and updates the descriptions set forth under Item 8: Financial Information„A. Consolidated Statements and Other Financial Information„Legal ProceedingsŽ in our 2019 Form 20-F. For information about the risks rela...
- #63">Legal Proceedings
- #64">Pasteur Operation
- #64">Brazilian authorities are investigating Brazils dairy industry in the so-called Pasteur Operation.Ž The Federal Police announced the operation on December 27, 2014 with the purpose of investigating improper payments and bribery to Ministry of Agricu...
- #64">On November 29, 2019, the Chief of the Federal Police filed criminal charges against two public servants for supposedly requesting bribes and also against former employees of BRF and other individuals for allegedly seeking to bribe the Ministrys publ...
- #64">On January 19, 2020, the Federal Court of Lajeado in the State of Rio Grande do Sul transferred the case to the Federal Court of Caxias do Sul, also in the State of Rio Grande do Sul. The case is now with the Public Prosecutors Office, which may offe...
- #64">Police Inquiry … Mr. Antonio Palocci Filhos Plea Bargain Agreement
- #64">A police inquiry was opened on June 17, 2019 by the Federal Police of São Paulo (Delecor) to investigate allegations reported by Mr. Antonio Palocci Filho (former Finance Minister of Brazil) in the annex 18 of his plea bargain agreement in relation to...
- #64">After the merger was approved, on July 13, 2011, Mr. da Silva allegedly complained to Mr. Palocci about BRFs lack of reciprocity. Mr. Palocci passed on the message and the CEO of Sadia at that time and allegedly promised to donate resources to the Lu...
- #64">Mr. Palocci also mentioned a donation to a future campaign in the amount of R$3.6 million. Furthermore, BRF allegedly donated to PTs financial committee or through a party donation amounts of R$800 thousand in 2010, R$70 thousand in 2012 and R$2.2 mi...
- #64">According to the Federal Public Prosecutors Office, crimes of active and passive corruption, money laundering and fraudulent management of financial institution were allegedly committed. BRF is cooperating with the authorities in connection with thes...
- #64">Civil Inquiry - Public Prosecutors Office of the State of Rio de Janeiro (Tax Benefits involving dairy factory in Barra do Piraí, State of Rio de Janeiro)
- #64">The Public Prosecutors Office of the State of Rio de Janeiro opened a civil inquiry to investigate alleged acts by the government through which tax benefits would have been irregularly granted to BRF and another competing company, through irregular e...
- #65">With respect to BRF, the inquiry is investigating the concession of tax benefits granted based on the future construction of a dairy factory by the Company in Barra do Piraí, in the State of Rio de Janeiro. The city government of Barra do Piraí assign...
- #65">Since the inquiry is investigating conduct relating to two competing companies, this legal proceeding and related documentation are confidential and we do not have access to most of the documents. BRF is cooperating with and providing all requested cl...
- #65">Confidential Proceeding in Connection with Civil Inquiry Described Above
- #65">In May 2020, the State Prosecutor, MPRJ, filed a lawsuit against BRF seeking (i) freezing of assets in the amount of R$235.6 million associated to alleged improper tax benefits obtained in Rio de Janeiro, (ii) additional payments of other amounts in t...
- #65">Before the company had a chance to present a defense, an injunction was granted by the trial court. A requirement to suspend the injunction was presented and granted in favor of BRF by the Court of Appeals on July 10, 2020. The case is still at an ear...
- #65">Police Inquiry - Superintendence of the Federal Police of Rio de Janeiro (dairy factory in Barra do Piraí, State of Rio de Janeiro)
- #65">On October 29, 2018, the Federal Police of Rio de Janeiro opened an investigation into possible illegal payments made by a third party (a BRF competitor) to Sérgio Cabral (former governor of the State of Rio de Janeiro) and another person. On January ...
- #65">BRF is cooperating with and providing all requested clarifications to the authorities.
- #65">Carne Fraca Operation
- #69">Description of the Notes
- #69">Brief Description of the Notes
- #69">The notes
- #70">Principal, Maturity and Interest
- #70">Additional Notes
- #70">Redemption
- #70">Optional redemption
- #70">Make-whole redemption
- #71">Redemption at par
- #71">On or after the Par Call Date, the Issuer may redeem the notes, at any time and from time to time, in whole or in part, at the Issuers option, at a redemption price equal to 100% of the outstanding principal amount of the notes to be redeemed, plus a...
- #71">Redemption procedures
- #71">Redemption for tax reasons
- #72">No mandatory redemption or sinking fund
- #72">Open market purchases
- #74">Limitation on Liens
- #74">Limitation on sale and leaseback transactions
- #74">Merger, consolidation and sale of assets
- #75">Reports to holders
- #77">U.S. Dollar Equivalent
- #77">Additional covenants
- #89">(1) all Obligations of such Person for borrowed money;
- #89">(2) all Obligations of such Person evidenced by bonds, debentures, notes or other similar instruments;
- #89">(3) all Capitalized Lease Obligations of such Person;
- #89">(4) all Obligations of such Person issued or assumed as the deferred purchase price of Property, all conditional sale obligations and all obligations under any title retention agreement (but excluding trade accounts payable and other accrued liabiliti...
- #89">(5) all Obligations for the reimbursement of any obligor on any letter of credit, bankers acceptance or similar credit transaction, whether or not then due;
- #89">(6) guarantees and other contingent obligations in respect of Indebtedness referred to in clauses (1) through (5) above and clause (8) below;
- #89">(7) all Obligations of any other Person of the type referred to in clauses (1) through (6) above that are secured by any Lien on any Property or asset of such Person, the amount of any such Obligation being deemed to be the lesser of the Fair Market V...
- #89">(8) to the extent not otherwise included in this definition, net obligations of all Interest Swap Obligations and all Obligations under Currency Agreements and Commodity Agreements (the amount of any obligations to be equal at any time to the terminat...
- #89">(9) all Disqualified Share Capital issued by such Person with the amount of Indebtedness represented by such Disqualified Share Capital being equal to the greater of its voluntary or involuntary liquidation preference and its maximum fixed repurchase...
- #94">Form of the Notes
- #97">Taxation
- #97">Brazilian Taxation
- #97">Payments on the Notes made by the Issuer
- #97">Discussion of Low Tax Jurisdictions
- #97">Gains on the Notes
- #98">Other Tax Considerations
- #98">Stamp, Transfer and Other Similar Taxes
- #98">United States Federal Income Taxation
- #99">Payments of Interest
- #100">Sale, Exchange and Retirement of Notes
- #100">Substitution of the Issuer
- #100">Backup Withholding and Information Reporting
- #101">Transfer Restrictions
  - #101">(a) to the Issuer;
  - #101">(b) under a registration statement that has been declared effective under the Securities Act;
  - #101">(c) for so long as the notes are eligible for resale under Rule 144A, to a person the seller reasonably believes is a qualified institutional buyer that is purchasing for its own account or for the account of another qualified institutional buyer and ...
  - #101">(d) through offers and sales that occur outside the United States in reliance upon Regulation S; or
  - #102">(e) under any other available exemption from the registration requirements of the Securities Act.
- #104">Plan of Distribution
- #105">Relationships with Initial Purchasers
- #106">Selling Restrictions
- #106">Brazil
- #107">United Kingdom
- #107">Canada
- #107">Switzerland
- #107">Hong Kong
- #108">Japan
- #108">Singapore
- #110">Legal Matters
- #111">Independent Accountants
- #112">Listing and General Information
- #112">(1) The notes have been accepted for clearance and settlement through DTC. The CUSIP numbers, ISINs and Common Codes for the notes are as follows:
- #112">(2) BRF publishes its consolidated financial statements on an annual and quarterly basis. Copies of our latest audited consolidated financial statements and unaudited condensed consolidated interim financial information, as well as our other SEC filin...
- #112">(3) Our current bylaws (Estatuto Social) are filed as Exhibit 1.01 to our 2019 Form 20-F.
- #112">(4) There has been no change in the prospects of the Issuer since June 30, 2020.
- #112">(5) Except as disclosed in this offering memorandum, there has been no material adverse change in our financial position since June 30, 2020, the date of the latest unaudited condensed consolidated interim financial information incorporated by referen...
- #112">(6) Except as disclosed in this offering memorandum, we are not involved in any litigation or arbitration proceedings relating to claims or amounts that are material in the context of this offering, nor so far as we are aware is any such litigation or...
- #112">(7) We will apply to list the notes on the Luxembourg Stock Exchange for trading on the Euro MTF Market.
- #112">(8) The issuance of the notes was authorized by the board of directors of BRF on September 16, 2020.