Bond Brasil Alimentícia GMBH 4.35% ( USA08163AA41 ) in USD

Brasil Alimentícia GMBH

99.6 % ▲

Brazil

USA08163AA41 ( in USD )

4.35% per year ( payment 2 times a year)

29/09/2026

Prospectus brochure of the bond Brasil Foods GMBH USA08163AA41 en USD 4.35%, maturity 29/09/2026

200 000 USD

500 000 000 USD

A08163AA4

BB+ ( Non-investment grade speculative )

N/A

29/03/2026 ( In 142 days )

Brasil Foods GMBH is a German subsidiary of BRF S.A., a large Brazilian food processing company, focusing on the import and distribution of BRF's products within the German market.

The Bond issued by Brasil Alimentícia GMBH ( Brazil ) , in USD, with the ISIN code USA08163AA41, pays a coupon of 4.35% per year.
The coupons are paid 2 times per year and the Bond maturity is 29/09/2026
The Bond issued by Brasil Alimentícia GMBH ( Brazil ) , in USD, with the ISIN code USA08163AA41, was rated BB+ ( Non-investment grade speculative ) by Standard & Poor's ( S&P ) credit rating agency.

Offering Memorandum
BRF GmbH
(a limited liability company organized under the laws of the Republic of Austria)
U.S.$500,000,000
4.350% Senior Notes due 2026
Unconditionally and Irrevocably Guaranteed by
BRF S.A.
(Incorporated in the Federative Republic of Brazil)
We are offering U.S.$500,000,000 aggregate principal amount of 4.350% senior notes due 2026. The notes will
bear interest at the rate of 4.350% per year. Interest on the notes will be payable semi-annually in arrears on
March 29 and September 29 of each year, beginning on March 29, 2017. The notes will mature on September 29,
2026.
The notes will be unconditionally and irrevocably guaranteed by BRF S.A.
We may redeem the notes, in whole or in part, at any time after September 29, 2017 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 guarantee will be senior unsecured obligations of the guarantor and will
rank equally with all existing and future senior and unsecured indebtedness of the guarantor. The notes will be
structurally subordinated to all existing and future liabilities of the subsidiaries of BRF S.A.
For a more detailed description of the notes, see "Description of the Notes" beginning on page 59.
See "Risk Factors" beginning on page 16 for a discussion of certain risks that you should consider in
connection with an investment in the notes.
Issue Price: 97.818% plus accrued interest, if any, from September 29, 2016.
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. We have applied 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 10, 2005 on prospectuses for securities, as amended.
Delivery of the notes will be made on or about September 29, 2016 to investors in book-entry form through The
Depository Trust Company and its direct and indirect participants, including and Clearstream Banking, société
anonyme, Luxembourg, or Clearstream, and Euroclear S.A./N.V., or Euroclear, as operator of the Euroclear System.
Joint Book-Running Managers
BB Securities
Bradesco BBI
Itaú BBA
J.P. Morgan
Santander
The date of this offering memorandum is September 29, 2016.

TABLE OF CONTENTS
Incorporation by Reference ........................................................................................................................................... iv
Presentation of Financial and Other Information ......................................................................................................... vii
Forward-Looking Statements ........................................................................................................................................ ix
Service of Process and Enforcement of Judgments........................................................................................................ x
Summary ......................................................................................................................................................................... 1
Risk Factors .................................................................................................................................................................. 16
Use of Proceeds ............................................................................................................................................................ 34
Exchange Rates............................................................................................................................................................. 35
Capitalization ................................................................................................................................................................ 36
Selected Financial Information..................................................................................................................................... 37
Management's Discussion and Analysis of Financial Condition and Results of Operations ...................................... 40
The Issuer...................................................................................................................................................................... 55
Business and Industry Updates ..................................................................................................................................... 56
Description of the Notes ............................................................................................................................................... 59
Form of the Notes ......................................................................................................................................................... 84
Taxation ........................................................................................................................................................................ 87
Transfer Restrictions..................................................................................................................................................... 95
Plan of Distribution....................................................................................................................................................... 97
Legal Matters .............................................................................................................................................................. 102
Independent Accountants............................................................................................................................................ 102
Listing and General Information ................................................................................................................................ 103
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., J.P. Morgan Securities 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 any other person
or 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
i

·
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 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.
The offering memorandum 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 Directive ("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"). This offering memorandum and its contents should not be distributed, published
or reproduced (in whole or in part) or disclosed by recipients to any other persons in the United Kingdom. Any
person in the United Kingdom that is not a relevant person should not act or rely on this offering memorandum or
any of its contents.
ii

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.
iii

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, 2015, which we filed with the SEC on April 5, 2016 (SEC File No. 001-15148), or our "2015
Form 20-F," including the following sections:
·
the information under the caption "Introduction" of our 2015 Form 20-F;
·
the information contained in "Item 3: Key Information" of our 2015 Form 20-F, with the exception of
financial data from the years ended December 31, 2011 and 2012;
·
the information contained in "Item 4: Information on the Company" of our 2015 Form 20-F;
·
the information contained in "Item 5: Operating and Financial Review and Prospects" of our
2015 Form 20-F, with the exception of financial data from the years ended December 31, 2011 and 2012;
·
the information contained in "Item 6: Directors, Senior Management and Employees" of our
2015 Form 20-F;
·
the information contained in "Item 7: Major Shareholders and Related Party Transactions" of our
2015 Form 20-F;
·
the information contained in "Item 8: Financial Information" of our 2015 Form 20-F, with the exception of
financial data from the years ended December 31, 2011 and 2012;
·
the information contained in "Item 11: Quantitative and Qualitative Disclosures About Market Risk" of our
2015 Form 20-F;
·
the audited consolidated financial statements of BRF S.A. and its subsidiaries, including the report of the
independent registered public accounting firm, contained in our 2015 Form 20-F; and
·
We are also incorporating by reference into this offering memorandum our Report of Foreign Private Issuer
on Form 6-K, pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934, as amended, or
our "2016 Form 6-K," which was our third filing with the SEC on April 7, 2016 (SEC File No. 001-15148),
including our Bylaws as Exhibit 1
The information below can be found in the indicated sections of our 2015 Form 20-F or 2016 Form 6-K:
Information
Section in our 2015 Form 20-F or 2016 Form 6-K
Our date of incorporation and
Item 4. Information on the Company--A. History and Development of the
length of life
Company--Corporate History, of our 2015 Form 20-F
Exhibit 1.01 (Bylaws I Name, Registered Office, Duration and Purpose),
Article Four, of our 2016 Form 6-K
Legislation under which we
Exhibit 1.01 (Bylaws I Name, Registered Office, Duration and Purpose),
operate and our legal form
Article One, of our 2016 Form 6-K
Description of our subsidiaries
Item 4. Information on the Company--A. History and Development of the
Company--Corporate Structure, of our 2015 Form 20-F
Exhibit 8.01 (Subsidiaries of the Registrant) of our 2015 Form 20-F
Incorporation by reference of our 2015 Form 20-F and our 2016 Form 6-K means that our 2015 Form 20-F and
our 2016 Form 6-K are considered part of this offering memorandum.
The information in our 2015 Form 20-F and our 2016 Form 6-K is an important part of this offering
memorandum. Our 2015 Form 20-F contains important information about our company and our results of operations
and financial condition.
iv

Any statement contained in our 2015 Form 20-F and our 2016 Form 6-K 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 2015 Form 20-F and our 2016
Form 6-K and other information relating to our company.
v

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 2015 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 2015 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). Other than as set forth under "Incorporation by
Reference" above, information on these websites is not incorporated by reference into this offering memorandum.
vi

PRESENTATION OF FINANCIAL AND OTHER INFORMATION
Unless otherwise indicated or the context otherwise requires, all references in this offering memorandum to
"BRF S.A.," "BRF," the "company," "we," "our," "ours," "us" or similar terms are to BRF S.A. (formerly known as
BRF Brasil Foods, S.A.), guarantor of the notes, and its consolidated subsidiaries and jointly controlled
companies. All references to the "Issuer" are to BRF GmbH, a subsidiary of BRF, organized under the laws of the
Republic of Austria as a limited liability company, and the Issuer of the notes.
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 "ARS" are to the
Argentine peso, the official currency of Argentina.
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$3.2408 to U.S.$1.00 at September 21, 2016, R$3.2098 to
U.S.$1.00 at June 30, 2016, R$3.9048 to U.S.$1.00 at December 31, 2015, R$2.6562 to U.S.$1.00 at December 31,
2014 and R$2.3426 to U.S.$1.00 at December 31, 2013. See "Exchange Rates" for information regarding exchange
rates for the Brazilian currency since January 1, 2009. The real/U.S. dollar exchange rate fluctuates widely, and the
selling rate at September 21, 2016 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 June 30, 2016.
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 as of December 31, 2015 and 2014 and for the years ended
December 31, 2015, December 31, 2014 and December 31, 2013, included in our 2015 Form 20-F, which is
incorporated by reference in this offering memorandum, have been prepared in accordance with International
Financial Reporting Standards, or "IFRS," as issued by the International Accounting Standards Board, or "IASB."
Our unaudited interim consolidated financial statements as of June 30, 2016 and for the six-month periods ended
June 30, 2016 and 2015, included in this offering memorandum, have been prepared in conformity with IFRS for
interim financial reporting in accordance with IAS 34--Interim Financial Reporting.
Our audited consolidated financial statements as of December 31, 2015 and 2014 and for the years ended
December 31, 2015, December 31, 2014 and December 31, 2013 are included in our 2015 Form 20-F, which is
incorporated by reference in this offering memorandum and have been audited by Ernst & Young Auditores
Independentes S.S., or "EY," as stated in their report included therein. Our unaudited interim consolidated financial
statements as of June 30, 2016 and for the six-month periods ended June 30, 2016 and 2015 are included in this
offering memorandum and have been reviewed by EY, as stated in their report included herein.
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 EBITDA and net debt, which are not financial measures computed under
IFRS. The presentations of EBITDA and net debt included in this offering memorandum may not be comparable to
those of other companies. For our definitions of EBITDA and net debt and reconciliations of income from
continuing operations to EBITDA, see "Summary--Summary Financial and Other Information."
vii

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. 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.
viii

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 current
acquisitions as well as the conclusion of acquisition or joint venture transactions or other 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;
·
the cyclicality and volatility of raw materials and selling prices;
·
health risks related to the food industry;
·
the risk of outbreak of animal diseases;
·
more stringent trade barriers in key export markets and increased regulation of food safety and security;
·
strong international and domestic competition;
·
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; and
·
other factors identified or discussed under "Risk Factors" in this offering memorandum and under "Item 3.
Key Information--D. Risk Factors" to our 2015 Form 20-F.
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.
ix