Obligation BRF SA 2.75% ( XS1242327168 ) en EUR

BRF SA

99.635 % ⇌

Bresil

XS1242327168 ( en EUR )

2.75% par an ( paiement annuel )

03/06/2022 - Obligation échue

Prospectus brochure de l'obligation BRF SA XS1242327168 en EUR 2.75%, échue

100 000 EUR

500 000 000 EUR

L'Obligation émise par BRF SA ( Bresil ) , en EUR, avec le code ISIN XS1242327168, paye un coupon de 2.75% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 03/06/2022

Offering Memorandum

BRF S.A.
(Incorporated in the Federative Republic of Brazil)
500,000,000
2.750% Senior Notes due 2022
We are offering 500,000,000 aggregate principal amount of 2.750% senior notes due 2022. The notes will
bear interest at the rate of 2.750% per year. Interest on the notes will be payable annually in arrears on June 3 of
each year, beginning on June 3, 2016. The notes will mature on June 3, 2022.
We may redeem the notes, in whole or in part, at any time after June 3, 2016 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 60.
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: 99.548% plus accrued interest, if any, from June 3, 2015.
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 constitutes 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 June 3, 2015 to investors in book-entry form through a
common depositary for Euroclear S.A./N.V., or Euroclear, and Clearstream Banking, société anonyme,
Luxembourg, or Clearstream.
Joint Book-Running Managers

BNP
BofA Merrill
Citigroup
Deutsche
Morgan
Santander
PARIBAS
Lynch
Bank
Stanley

The date of this offering memorandum is June 3, 2015.

TABLE OF CONTENTS
Incorporation by Reference ..................................................................................................................................... v
Available Information............................................................................................................................................ vi
Presentation of Financial and Other Information ................................................................................................... vii
Forward-Looking Statements ................................................................................................................................. ix
Service of Process and Enforcement of Judgments ................................................................................................. xi
Summary................................................................................................................................................................ 1
Risk Factors ......................................................................................................................................................... 16
Use of Proceeds .................................................................................................................................................... 34
Exchange Rates .................................................................................................................................................... 36
Capitalization ....................................................................................................................................................... 38
Selected Financial Information ............................................................................................................................. 39
Management's Discussion and Analysis of Financial Condition and Results of Operations .................................... 42
Business and Industry Updates ............................................................................................................................. 57
Description of the Notes ....................................................................................................................................... 60
Book-Entry, Delivery and Form ............................................................................................................................ 84
Taxation ............................................................................................................................................................... 88
Transfer Restrictions ............................................................................................................................................ 94
Plan of Distribution .............................................................................................................................................. 97
Legal Matters ..................................................................................................................................................... 101
Independent Accountants .................................................................................................................................... 101
Listing and General Information ......................................................................................................................... 102
Index to Financial Statements ............................................................................................................................. 103
_________________________

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. Banco Santander, S.A., BNP Paribas, Citigroup Global Markets
Limited, Deutsche Bank AG, London Branch, Merrill Lynch International and Morgan Stanley & Co. International
plc 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:
ii

· 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 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
iii

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.
IN CONNECTION WITH THE ISSUE OF THE NOTES, DEUTSCHE BANK AG, LONDON
BRANCH (THE STABILIZATION MANAGER) (OR PERSONS ACTING ON BEHALF OF THE
STABILIZATION MANAGER) MAY OVER ALLOT NOTES OR EFFECT TRANSACTIONS WITH A VIEW
TO SUPPORTING THE MARKET PRICE OF THE NOTES AT A LEVEL HIGHER THAN THAT WHICH
MIGHT OTHERWISE PREVAIL. HOWEVER, THERE IS NO ASSURANCE THAT THE STABILIZATION
MANAGER (OR PERSONS ACTING ON BEHALF OF A STABILIZATION MANAGER) WILL
UNDERTAKE STABILIZATION ACTION. ANY STABILIZATION ACTION MAY BEGIN ON OR AFTER
THE DATE ON WHICH ADEQUATE PUBLIC DISCLOSURE OF THE TERMS OF THE OFFER OF THE
NOTES IS MADE AND, IF BEGUN, MAY BE ENDED AT ANY TIME, BUT IT MUST END NO LATER
THAN THE EARLIER OF 30 DAYS AFTER THE ISSUE DATE OF THE NOTES AND 60 DAYS AFTER
THE DATE OF THE ALLOTMENT OF THE NOTES. ANY STABILIZATION ACTION OR OVER-
ALLOTMENT MUST BE CONDUCTED BY THE STABILIZATION MANAGER (OR PERSONS ACTING ON
BEHALF OF THE STABILIZATION MANAGER) IN ACCORDANCE WITH ALL APPLICABLE LAWS AND
RULES.
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.
iv

INCORPORATION BY REFERENCE
We are incorporating by reference into this offering memorandum our annual report on Form 20-F for the
year ended December 31, 2014, which we filed with the SEC on March 30, 2015 (SEC File No. 001-15148), or our
"2014 Form 20-F," including the following sections:
· the information under the caption "Introduction" of our 2014 Form 20-F;
· the information contained in "Item 3: Key Information" of our 2014 Form 20-F, with the exception of
financial data from the years ended December 31, 2010 and 2011;
· the information contained in "Item 4: Information on the Company" of our 2014 Form 20-F;
· the information contained in "Item 5: Operating and Financial Review and Prospects" of our
2014 Form 20-F, with the exception of financial data from the years ended December 31, 2010 and
2011;
· the information contained in "Item 6: Directors, Senior Management and Employees" of our
2014 Form 20-F, including "E. Share Ownership--Share Ownership of Directors, Executive Offers
and Members of the Fiscal Council and the Statutory Audit Committee" on page 111 and "E. Share
Ownership--Stock Option Plan and Performance Plan" on page 112;
· the information contained in "Item 7: Major Shareholders and Related Party Transactions" of our
2014 Form 20-F;
· the information contained in "Item 8: Financial Information" of our 2014 Form 20-F, with the
exception of financial data from the years ended December 31, 2010 and 2011;
· the information contained in "Item 10: Additional Information--Description of Share Capital" on page
127 and "--Rights of Common Shares" on page 128 of our 2014 Form 20-F;
· the information contained in "Item 11: Quantitative and Qualitative Disclosures About Market Risk"
of our 2014 Form 20-F; and
· 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 2014 Form 20-F.
The information below can be found in the indicated sections of our 2014 Form 20-F:
Information
Section in our 2014 Form 20-F
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 2014 Form 20-F
Exhibit 1.01 (Bylaws I Name, Registered Office, Duration and Purpose),
Section Four, of our 2014 20-F
Legislation under which we
Exhibit 1.01 (Bylaws I Name, Registered Office, Duration and Purpose),
operate and our legal form
Section Four, of our 2014 20-F
Description of our subsidiaries
Item 4. Information on the Company--A. History and Development of the
Company--Corporate Structure, of our 2014 Form 20-F
v

Exhibit 8.01 (Subsidiaries of the Registrant), of our 2014 Form 20-F
Incorporation by reference of our 2014 Form 20-F means that our 2014 Form 20-F is considered part of this
offering memorandum.
The information in our 2014 Form 20-F is an important part of this offering memorandum. Our
2014 Form 20-F contains important information about our company and our results of operations and financial
condition.
Any statement contained in our 2014 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 2014 Form 20-F and 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 2014 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 2014 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," 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 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.
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.
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$3.1788 to U.S.$1.00 at May 29, 2015, R$3.2080 to
U.S.$1.00 at March 31, 2015, R$2.6562 to U.S.$1.00 at December 31, 2014, R$2.3426 to U.S.$1.00 at
December 31, 2013 and R$2.0435 to U.S.$1.00 at December 31, 2012. The exchange rate for reais into euros based
on the selling rate as reported by the Central Bank of Brazil (Banco Central do Brasil), or the "Central Bank," was
R$3.4941 to 1.00 at May 29, 2015, R$3.4457 to 1.00 at March 31, 2015, R$3.2270 to 1.00 at December 31,
2014, R$3.2265 to 1.00 at December 31, 2013 and R$2.6954 to 1.00 at December 31, 2012. See "Exchange
Rates" for information regarding exchange rates for the Brazilian currency since January 1, 2009. The real/U.S.
dollar and real/Euro exchange rate fluctuates widely, and their respective selling rates at May 29, 2015 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, 2015.
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, 2014 and 2013 and for the years ended
December 31, 2014, December 31, 2013 and December 31, 2012, included in our 2014 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 March 31, 2015 and for each of the three-month
periods ended March 31, 2015 and 2014, 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, 2014 and 2013 and for the years ended
December 31, 2014, December 31, 2013 and December 31, 2012 are included in our 2014 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 March 31, 2015 and for each of the three-month periods ended March 31, 2015 and 2014 are
included in this offering memorandum and have been reviewed by EY, as stated in their report included herein.
In December 2014, we entered into an agreement with Lactalis do Brasil Comércio, Importação e
Exportação de Laticínios Ltda., or "Lactalis," a company controlled by Parmalat S.p.A., an Italian publicly held
company pertaining to the Groupe Lactalis, for the sale of plants and trademarks related to our dairy division. See
"Summary--Recent Developments--Agreements with Lactalis." In 2014, we reported our dairy segment as a
discontinued operation. In the past, we reported our results according to four segments--Brazil, Foreign
(International), Food Services and Dairy. In the three months ended March 31, 2015, we began to report our results
by region only--Brazil, Middle East and Africa, Asia, Europe/Eurasia and Latin America (excluding Brazil). See
"Management's Discussion and Analysis of Financial Condition and Results of Operations--Results of
vii

Operations--Business Segments and Product Lines" as well as Note 5 to our interim consolidated financial
statements as of and for the three-month period ended March 31, 2015.
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 net
profit from continued operations to 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.
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 2014 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
ix

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.
x