BRF completes BRL 5.4 bi private placement of common shares

Lefosse and Simpson Thacher represented BRF; BMA and Allen & Overy represented the coordinators, in connection with the private placement of BRL 5.4 billion aggregate principal amount of BRF common shares.

The common shares were offered to a limited number of qualified institutional buyers in the United States in transactions exempt from, or not subject to, registration in reliance on Section 4(a)(2) of the U.S. Securities Act of 1933, as amended (the “Securities Act”), and to institutional and other investors outside the United States and Brazil in reliance on Regulation S under the Securities Act. A concurrent offering was conducted in Brazil in compliance with CVM Resolution No. 160 and CVM Resolution No. 80. The common shares are listed on the São Paulo Stock Exchange (B3) under the ticker symbol “BRFS3.”

BRF is one of the largest producers of protein foods in the world in terms of production capacity with a portfolio of approximately 5,500 stock keeping units as of March 31, 2023.

Lefosse was local counsel to BRF and relied on partners Carlos Mello (pictured left); Jana Araujo and Leonardo Batista; associates Carolina Garrote ; Sara Abdu; Luisa Nordskog and July Araujo.

The Simpson Thacher team for the transaction included Head of São Paulo office and partner Grenfel S. Calheiros (pictured center-left), partner Paulo F. Cardoso and associates Isabel de Carvalho and Susan Uquillas; and Michael Mann and Michael Slomovics.

BMA Advogados was local counsel to coordinators Banco J.P. Morgan, Banco Bradesco BBI, Banco BTG Pactual, Citigroup Global Markets Brasil, Corretora de Câmbio, Títulos e Valores Mobiliários, Banco Itaú BBA, Banco Safra, UBS Brasil Corretora de Câmbio, Títulos e Valores Mobiliários e XP Investimentos Corretora de Câmbio, Títulos e Valores Mobiliários and relied on partners Paulo Cezar Aragão (pictured center-right) and Conrado Stievani, associates Alexandre Lindenberg, Juliana Azem Turini and Fernanda Gobbo.

Allen & Overy was international counsel to the coordinators and relied on partner David Flechner (pictured right), associates David Birch e Daniel Mortati.

Mattos Filho represented Saudi Agricultural and Livestock Investment Company (SALIC), by means of an investment commitment before BRF, binded itself to subscribe, directly or indirectly through its investment vehicles, up to 250,000,000 new shares to be issued by BRF within the context of its primary public offering of shares. At the end of the offering, SALIC, as the anchor investor of the offering, subscribed 180,000,000 of the 600,000,000 shares subject to the offering, which represented BRL 1,620,000,000 of the total of the offering.

Mattos Filho relied on partners Pedro Whitaker de Souza Dias, Amadeu Carvalhaes Ribeiro, Vanessa Fiusa, Eduardo Frade, Guilherme Woo de Moraes Terra, Henrique Ferreira Antunes and lawyers Venicio Branquinho Pereira Filho, Gustavo Gumier Motta, Carolina Laboissiere Muzzi, Leonardo Pereira Lourenço de Oliveira and Paulo Tomas Alvarenga.