FORM 6-K
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 OF THE
SECURITIES EXCHANGE ACT OF 1934
dated July 17, 2020
Commission File Number 1-15148
BRF S.A.
(Exact Name as Specified in its Charter)
N/A
(Translation of Registrant’s Name)
8501, Av. das Nações Unidas, 1st Floor
Pinheiros - 05425-070-São Paulo – SP, Brazil
(Address of principal executive offices) (Zip code)
Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.
Form 20-F x Form 40-F o
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T
Rule 101(b)(1):
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T
Rule 101(b)(7):
Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes o No x
If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): Not applicable.
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This material includes certain forward-looking statements that are based principally on current expectations and on projections of future events and financial trends that currently affect or might affect the Company’s business, and are not guarantees of future performance. These forward-looking statements are based on management’s expectations, which involve a number of known and unknown risks, uncertainties, assumptions and other important factors, many of which are beyond the Company’s control and any of which could cause actual financial condition and results of operations to differ materially fom those set out in the Company’s forward-looking statements. You are cautioned not to put undue reliance on such forward-looking statements. The Company undertakes no obligation, and expressly disclaims any obligation, to update or revise any forward-looking statements. The risks and uncertainties relating to the forward-looking statements in this Report on Form 6-K, including Exhibit 1 hereto, include those described under the captions “Forward-Looking Statements” and “Item 3. Key Information — D. Risk Factors” in the Company’s annual report on Form 20-F for the year ended December 31, 2012.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.
Date: July 17, 2020 |
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| BRF S.A. | ||
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| By: | /s/ Carlos Alberto Bezerra de Moura | |
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| Name: | Carlos Alberto Bezerra de Moura |
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| Title: | Chief Financial and Investor Relations Officer
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BRF S.A.
Publicly Held Company
CNPJ/ME No. 01.838.723/0001-27
NIRE 42.300.034.240
CVM 1629-2
MINUTES OF THE BOARD OF DIRECTORS HELD ON JULY 14, 2020
1. Date, Time and Place: Meeting held on July 14, 2020, at 10:00, by video conference.
2. Summons and Presence: Summons duly held pursuant to Article 21 of the Company´s Bylaws, with the presence of the totality of members of the Board of Directors: Mr. Pedro Pullen Parente, Mr. Augusto Marques da Cruz Filho, Mr. Dan Ioschpe, Mrs. Flávia Buarque de Almeida, Mrs. Flávia Maria Bittencourt, Mr. José Luiz Osório, Mr. Luiz Fernando Furlan, Mr. Ivandré Montiel da Silva, Mr. Roberto Rodrigues and Mr. Marcelo Feriozzi Bacci.
3. Presiding Board: Chairman: Pedro Pullen Parente; Secretary: Carlos Eduardo de Castro Neves.
4. Agenda: Deliberate on the following matters: (i) performance of the second (2nd) issuance of simple, non-convertible into shares, unsecured debentures, in 2 (two) series (“Debentures” and “Issuance”, respectively), which will be issued for private placement, before VERT Companhia Securitizadora, enrolled with the CNPJ/ME under No. 25.005.683/0001-09 (“VERT”), within its 46th (forty sixth) issuance of agribusiness receivables certificates, in 2 (two) series (“CRA”), backed on the agribusiness credit rights arising from the Debentures, which will be issued for publicly offering, with restricted placement efforts, in accordance with Brazilian Law No. 11.076, dated as December 30, 2004, as amended, and with the Brazilian Securities Commission (Comissão de Valores Mobiliários) (“CVM”) Rule No. 600, dated as August 1st, 2018, as amended, CVM Rule No. 476, dated as of January 16, 2009, as amended (“CVM Rule No. 600”, “CVM Rule No. 476” and “Restricted Offering”, respectively); and (ii) authorize the Company’s officers (or its duly appointed attorneys-in-fact), to carry out any and all acts deemed necessary and/or convenient to perform all described on item (i) above, including, but not limited to, the execution of the Indenture (as described below), the placement agreement of the CRA (including the amendments), the Subscription Form of the Debentures and all other necessary documents to the Issuance and to the Restricted Offering, hiring and remuneration of all of the services providers inherent to the execution of Issuance and the Restricted Offering; and (iii) ratify any and all acts already performed by the Company´s officers in connection with the Issuance and the Restricted Offering related to items (i) and (ii) above.
5. Resolutions: The members of the Board of Directors approved, by unanimous votes and with no restrictions, the drawing up of the present minutes in summary form. Once the agenda had been examined, the following matters was discussed and the following resolutions were taken:
(i) | approval and authorization, in accordance with Article 59 of Brazilian Law No. 6.404, dated as December 15, 1976, as amended (“Brazilian Corporate Law”), of the Issuance on behalf of VERT, as well as its binding to the CRA, by means of the execution of the “Instrumento Particular de Escritura da 2ª (Segunda) Emissão de Debêntures Simples, Não Conversíveis em Ações, da Espécie Quirografária, em 2 (Duas) Séries, Para Colocação Privada, da BRF S.A.” (“Indenture”), under the following terms and conditions: | |
(a) | Issuance Number: The Issuance represents the second (2nd) issuance of debentures of the Company; | |
(b) | Issuance Date: For all legal purposes, the Debentures will be issued on July 14, 2020 (“Issuance Date”); | |
(c) | Total Amount of the Issuance: The total amount of the Issuance will be R$2,200,000,000.00 (two million two hundred thousand reais), on the Issuance Date (“Total Amount of the Issuance”); | |
(d) | Nominal Value: Each Debenture will have a unit par value of R$1,000.00 (one thousand reais) (“Nominal Value”) on the Issuance Date; The par value may be increased or decreased, by mutual agreement between VERT and the Company, using eight decimal places, without rounding, and if applicable, the increase or decrease will be the same for all Debentures; | |
(e) | Number of Series: The Issuance will be performed in two (2) series (“First Series”, “Second Series”, referred together as “Series”), | |
(f) | Number of Debentures: The Company will issue 2,200,000 (two million two hundred thousand) Debentures, being (i) 705,000 (seven hundred and five thousand) in the First Series (“First Series Debentures”) and (ii) 1,495,000 (one million, four hundred ninety-five thousand) in the Second Series (“Second Series Debentures”); | |
(g) | Term and Maturity Date: Subject to the provisions of default and/or early redemption of the totality of the Debentures, as provided in the Indenture, (i) the First Series Debentures will have a term of 2,556 (two thousand two hundred fifty-six ) calendar days counted from the Issuance Date, therefore, maturing on July 14, 2027 (“First Series Maturity Date”); and (ii) the Second Series Debentures will have a term of 3,650 (three thousand six hundred and fifty) calendar days counted from the Issuance Date, therefore, maturing on July 12, 2030 (“Second Series Maturity Date and, together with the First Series Maturity Date, the “Maturity Date”); | |
(h) | Use of Proceeds: The net resources obtained by the Company as a result of the payment of the Debentures shall be fully and exclusively allocated to its activities as a rural producer in agribusiness. For this purpose, such resources will be used in the terms of the Article 3, paragraph 9 of the CVM Rule No. 600, in investments, costs and expenses related to its chain of production and exploitation of animals in general, as described in the Indenture, in terms of the Article 165 of the Brazilian Federal Revenue Normative Instruction No. 971, dated as November 13, 2009, as amended, paragraph 1 of Article 23 of the Brazilian Law No. 11.076 and Article 3, items I and II, and paragraphs 1, 2 and 9 of CVM Rule No. 600, as well as item III of paragraph 4 of Article 3 of CVM Rule No. 600, in the form described in its corporate purpose and in the ordinary course of its business ("Use of Proceeds"); | |
(i) | Binding to the Agribusiness Receivables Certificates: The Debentures will be bonded to the CRA object of the 1st (first) and 2nd (second) series of the 46th (forty-sixth) issuance of VERT, to be distributed by means of the Restricted Offering, according to the CVM Rule No. 476 and CVM Rule No.600; | |
(j) | Convertibility: The Debentures shall be simple, non-convertible into shares of the Company; | |
(k) | Type, Form and Proof of Title: The Debentures will be issued in nominative and book-entry form, without the issuance of any certificates. For all purposes of law, the ownership of the |
Debentures is alleged by the statement to be issued by the Bookkeeping Agent, demonstrating ownership of the Debentures by VERT according to Articles 63 and 34 of the Brazilian Corporate Law and by the Subscription Form (as defined in the Indenture); | ||
(l) | Species: The Debentures shall be unsecured, pursuant to Article 58 of the Brazilian Corporate Law, with no security interest, guarantee or any assets of the Company segregation as collateral in the benefit of the Debentures Holders in case of judicial or extrajudicial foreclosure of the Company´s duties arising of the Debentures and the Indenture and conferring no general or special privilege to the Debentures Holders; | |
(m) | Payment of Principal: Subject to the provisions of default and/or early redemption of the totality of the Debentures, as provided in the Indenture, the Updated Nominal Value of the First Series Debentures will be paid in one installment, on the First Series Maturity Date. Also, subject to the provisions of default and/or early redemption of the totality of the Debentures, as provided in the Indenture, the Updated Nominal Value of the Second Series Debentures will be amortized in three (3) annual and consecutive installments, as shown in the table below: |
Payment Dates | Percentage of the Updated Nominal Value of Second Series Debentures to be Paid |
July 14, 2028 | 33,3333% |
July 13, 2029 | 50,0000% |
July 12, 2030 | 100,0000% |
(n) | Monetary Adjustment of the First Series Debentures: The Nominal Value of the First Series Debentures or the balance of the First Series Debentures, as applicable, will be monetarily adjusted from the first Date of Subscription (as defined below) of the First Series Debentures, by the cumulative variation of the Índice de Preços ao Consumidor Amplo – IPCA, accreted and disclosed by the Instituto Brasileiro de Geografia e Estatística – IBGE (“IPCA” and “Monetary Adjustment of the First Series Debentures”, respectively) calculated pro rata temporis for Business Days, being the result of the Monetary Adjustment of the First Series |
Debentures automatically incorporated to the Nominal Value of the First Series Debentures or to the balance of the Nominal Value of the First Series Debentures, as applicable (“Updated Nominal Value of the First Series Debentures”) according to the mathematical formula provided in the Indenture. For the calculation purposes of the Monetary Update of the First Series Debentures, "Anniversary Date" is considered every first Business Day prior to the 15th (fifteenth) of each month, and if such date is not a Business Day, the first subsequent Business Day. Specifically, for the first Anniversary Date, the Company will owe VERT a premium corresponding to one (1) Business Day for the Monetary Adjustment of the First Serial Debentures, so that the number of Business Days in such period, equals the number of Business Days in the first update period of the CRA; | ||
(o) | Monetary Adjustment of the Second Series Debentures: The Nominal Value of the Second Series Debentures or the balance of the Second Series Debentures, as applicable, will be monetarily adjusted from the first Date of Subscription (as defined below) of the Second Series Debentures, by the cumulative variation of the Índice de Preços ao Consumidor Amplo – IPCA, accreted and disclosed by the Instituto Brasileiro de Geografia e Estatística – IBGE (“IPCA” and “Monetary Adjustment of the Second Series Debentures”, respectively) calculated pro rata temporis for Business Days, being the result of the Monetary Adjustment of the Second Series Debentures automatically incorporated to the Nominal Value of the Second Series Debentures or to the balance of the Nominal Value of the Second Series Debentures, as applicable (“Updated Nominal Value of the Second Series Debentures”) according to the mathematical formula provided in the Indenture. For the calculation purposes of the Monetary Update of the Second Series Debentures, "Anniversary Date" is considered every first Business Day prior to the 15th (fifteenth) of each month, and if such date is not a Business Day, the first subsequent Business Day. Specifically, for the first Anniversary Date, the Company will owe VERT a premium corresponding to one (1) Business Day for the Monetary Adjustment of the Second Serial Debentures, so that the number of Business Days in such period, equals the number of Business Days in the first update period of the CRA; |
(p) | Interest of the First Series Debentures: The interest of the First Series Debentures will be equivalent to a rate of 5.30% (five whole and thirty hundredths percent) per year, available up to four (4) decimal places, calculated exponentially and cumulatively pro rata temporis, per Business Days elapsed, since the first Date of Subscription of the First Series Debentures or since the last Interest Payment Date (as defined below), as the case may be, until the date of their effective payment (exclusive), and paid at the end of each Capitalization Period, according to the mathematical formula to be provided in the Indenture ("Interest of the First Series Debentures"); | |
(q) | Interest of the Second Series Debentures: The interest of the Second Series Debentures will be equivalent to a rate of 5.60% (five whole and sixty hundredths percent) per year, available up to four (4) decimal places, calculated exponentially and cumulatively pro rata temporis, per Business Days elapsed, since the first Date of Subscription of the Second Series Debentures or since the last Interest Payment Date (as defined below), as the case may be, until the date of their effective payment (exclusive), and paid at the end of each Capitalization Period, according to the mathematical formula to be provided in the Indenture ("Interest of the Second Series Debentures" and, together with the Interests of First Series Debentures, "Interests"); | |
(r) | Capitalization Period: For Interest calculation purposes, “Capitalization Period" is defined as the time interval in Business Days that begins: (i) for the first Capitalization Period, on the first Date of Subscription of each series (including) and ends on the first Interest Payment Date of each series (excluding); and (ii) on the Interest Payment Date of each series immediately preceding (including), in the case of other Capitalization Periods, and ends on the immediately subsequent Interest Payment Date of each series (excluding). Each Capitalization Period succeeds the previous one without continuity solution, until the respective Maturity Date of each series or the redemption date of the Debentures, as the case may be. Exceptionally, on the first Interest Payment Date of the First Series and on the Interest Payment Date of the Second Series Debentures, the Company undertakes to add to the Interest of the |
First Series Debentures and the Interest of the Second Series Debentures, as the case may be, an amount equivalent to one (1) Business Day of the Interest of the Debentures of the respective series, as the case may be. The calculation of this amount must comply with the interest calculation formula to be established in the Indenture; | ||
(s) | Interest Payment: Subject to the provisions of default and/or early redemption of the Debentures, the Interest of the Debentures of both series will be paid semiannually, from the Issuance Date, according to the table below (each of this dates, a “Interest Payment Date”): |
No. of the Installment | Interest Payment Dates of First Series Debentures |
1 | January 14, 2021 |
2 | July 14,2021 |
3 | January 14, 2022 |
4 | July 14,2022 |
5 | January 13, 2023 |
6 | July 14,2023 |
7 | January 12, 2024 |
8 | July 14,2024 |
9 | January 14, 2025 |
10 | July 14,2025 |
11 | January 14, 2026 |
12 | July 14,2026 |
13 | January 14, 2027 |
14 | First Series Maturity Date |
No. of the Installment | Interest Payment Dates of Second Series Debentures |
1 | January 14, 2021 |
2 | July 14,2021 |
3 | January 14, 2022 |
4 | July 14, 2022 |
5 | January 13, 2023 |
6 | July 14,2023 |
7 | January 12, 2024 |
8 | July 14,2024 |
9 | January 14, 2025 |
10 | July 14,2025 |
11 | January 14, 2026 |
12 | July 14,2026 |
13 | January 14, 2027 |
14 | July 14, 2027 |
15 | January 14, 2028 |
16 | July 14, 2028 |
17 | January 14, 2029 |
18 | July 14, 2029 |
19 | January 14, 2030 |
14 | Second Series Maturity Date |
(t) | Form of Subscription and Payment Price: The Debentures will be paid up in cash, in national currency, preferably on a single date, on the date of payment of the CRA (“Date of Subscription”), for their Nominal Value, and, in case of payment after the first Date of Subscription, for their Updated Nominal Value, plus the respective Interest, calculated from the first Date of Subscription of the respective series up to the date of its effective payment, through Available Electronic Transfer - TED or other electronic transfer of resources for an account held by the Company (“Payment Price”); | |
(u) | Registration for Distribution and Placement: The placement of the Debentures will be made privately, exclusively for the Debenture Holder, without the intermediation of any institutions, whether they are members of the securities distribution system or not, and will not have any form effort to sell to the general public. Debentures will not be registered for distribution in the primary |
market, trading in the secondary market, electronic custody or settlement in any organized market; | ||
(v) | Scheduled Renegotiation: The Debentures will not be subject to scheduled renegotiation; | |
(w) | Voluntary Extraordinary Amortization: The Debentures will not be subject to voluntary extraordinary amortization; | |
(x) | Voluntary Early Redemption: The Company may, at any time, in the event of being demanded to make a withholding, a deduction or a payment referring to the addition of taxes and/or fees under the terms of the Indenture, to perform the voluntary early redemption of the totality of the First Series Debentures and/or of the Second Series Debentures, with the consequent cancellation of such Debentures, by sending a direct communication to VERT, with a copy to the Fiduciary Agent of the CRA, under the terms of the Indenture, in advance minimum of 5 (five) Business Days from the date of redemption (“Voluntary Early Redemption due to Tax Event”). In addition, the Company may, at any time, provided that in the context of a corporate transaction with third parties not belonging to its economic group at the time of the event, announced to the market under the terms of the applicable legislation, in which it deems it appropriate or has the condition of changing the its indebtedness profile, as attested by the Company by means of a declaration, to perform the voluntary early redemption of the totality of the First Series Debentures and/or of the Second Series Debentures, with the consequent cancellation of such Debentures, by sending a direct communication to VERT, with a copy to the Fiduciary Agent of the CRA, under the terms of the Indenture, in advance minimum of 5 (five) Business Days from the date of redemption (“Voluntary Early Redemption by Corporate Event”). Finally, the Company may (i) after the 60th (sixtieth) month (including) counted from the Issuance Date, that is, after July 14, 2025, including, at its sole discretion, perform the voluntary early redemption of the totality of the First Series Debentures and/or (ii) after the 84th (eighty-fourth) month (including) counted from the Issuance Date, that is, after July 14, 2027, including, at its sole discretion, perform the |
voluntary early redemption of all the Second Series Debentures, with the consequent cancellation of such Debentures, by sending a direct communication to VERT, with a copy to the Fiduciary Agent of the CRA, under the terms of the Indenture, in advance minimum of 5 (five) Business Days from the date of redemption (“Voluntary Discretionary Early Redemption” and, when referred to together with the Voluntary Early Redemption due to Tax Event and the Voluntary Early Redemption by Corporate Event, “Voluntary Early Redemption”). In the case of Voluntary Early Redemption due to Tax Event, the amount to be paid by the Company in relation to each of the Debentures of the respective series will be equivalent to the Updated Nominal Value of the Debentures of the respective series, plus: (a) the Interest of Debentures of respective series, calculated, pro rata temporis, from the first Date of Subscription of the respective series or the Interest Payment Date of the immediately preceding, as the case may be, until the effective redemption date (excluding); (b) late payment charges, if any; and (c) any pecuniary obligations and other additions related to the Debentures of the respective series. In the case of Voluntary Early Redemption by Corporate Event and Discretionary Voluntary Early Redemption, the amount to be paid by the Company in relation to each of the Debentures of the respective series will be equivalent to the amount indicated in item (i) or item (ii) below, the greater of the two: (i) Updated Nominal Value of the Debentures of the respective series, plus: (a) the Interest of Debentures of respective series, calculated, pro rata temporis, from the first Date of Subscription of the respective series or the Interest Payment Date of the immediately preceding, as the case may be, until the effective redemption date (excluding); (b) late payment charges, if any; and (c) any pecuniary obligations and other additions related to the Debentures of the respective series; or (ii) the present value of the remaining installments of the amortization payment of the Updated Nominal Value of the Debentures of the respective series and the Interest of the Debentures of the respective series, using the internal rate of return of the IPCA Treasury + with interest as the discount rate (1) semiannuals maturing in 2028 for the First Series Debentures (“NTNB 2028”) and (2) the internal rate of return of the IPCA + Treasury with semiannual interest maturing in 2030 for the Second Series Debentures (“NTNB 2030”), or in its
absence, IPCA + Treasury with semiannual interest of an approximate duration equivalent to the remaining duration of the Debentures of the respective series on the date of the Voluntary Early Redemption, according to the indicative quotation disclosed by ANBIMA on its page on the world wide web (htttp: //www.anbima .com.br) determined on the Business Day immediately prior to the Voluntary Early Redemption of the Debentures of the respective series, calculated according to the formula to be provided in the Indenture, and added to late payment charges, if any, to any pecuniary obligations and other additions related to the Debentures of the respective series; | ||
(y) | Total Early Redemption Offer of Debentures: The Company may, at any time, perform a total early redemption offer for the First Series Debentures and/or the Second Series Debentures, which may be carried out at the maximum frequency of 1 (one) each quarter, addressed to VERT and the Fiduciary Agent of the CRA, and VERT may or may not accept the redemption of the First Series Debentures and/or the Second Series Debentures held by it, in accordance with the statement of adhesion to the Early Redemption Offer by the CRA holders, in the form established in the Securitization Term of the CRA (“Early Redemption Offer”). The amount proposed for the early redemption of the First Series Debentures and/or the Second Series Debentures, as applicable, shall cover the Updated Nominal Value of the Debentures of each Series, plus (a) the First Series Debentures Interest and/or the Second Series Debentures Interest, as applicable, calculated pro rata temporis, from the first Date of Subscription of the respective series or the last Interest Payment Date of the First Series Debentures and/or the Second Series Debentures, as the case may be, until the date of early redemption, (b) in case of other taxes, arrears charges, fines, penalties and contractual and legal charges to be provided for in the Indenture or in the applicable legislation, calculated, calculated or incurred, as the case may be , up to the early redemption date, and (c) any early redemption premium offered by the Company, at its sole discretion; | |
(z) | Fine and Late Charges: If the Company fails to make any payments of any amounts due to VERT on the dates they are due under the terms of the Indenture, such payments due and unpaid |
will continue to be subject to any remuneration applicable thereon and will also be subject to the following late payment charges (“Late Payment Charges”): (a) conventional, irreducible and non-compensatory late payment penalty of 2% (two percent) on the amount due and unpaid; and (b) non-compensatory late payment interest calculated at the rate of 1% (one percent) per month, pro rata temporis. The Late Payment Charges established herein will be levied on the amount due and unpaid from the effective breach of the respective obligation until the date of its effective payment, regardless of notice, notification or judicial or extrajudicial notice; | ||
(aa) | Payment Location: The payments to which are entitled (i) the First Series Debentures will be made by the Company by means of a credit in the First Series Centralizing Account; (ii) the Second Series Debentures will be made by the Company through Credit in the Second Series Centralizing Account, as defined in the Securitization Term; | |
(bb) | Automatic Events of Default: Subject to the provisions of the Indenture, the debt represented by the Indenture will be deemed to be overdue in advance and immediately payable, in the event of any of the events below (each one, an “Automatic Events of Default”): (i) default, by the Company, in the maturity and form due, of any monetary obligation, principal or accessory, established under the Indenture, not remedied within one business days counted from the date of the respective maturity; (ii) (a) bankruptcy of the Company and/or of any of the Company´s Relevant Subsidiaries (as defined in the Indenture); (b) request for bankruptcy by the Company and/or by any of the Company´s Relevant Subsidiaries; (c) request for bankruptcy of the Company and/or any of the Company´s Relevant Subsidiaries not suppressed within the legal term; or (d) liquidation, dissolution, insolvency decree or extinction of the Company and/or any of the Company´s Relevant Subsidiaries; (iii) request, by the Company and/or by any of the Company´s Relevant Subsidiaries of an extrajudicial reorganization plan to any creditor or any class of creditors, independently of the judicial request or judicial confirmation of the plan, or, judicial request, by the Company and/or by any of the Company´s Relevant Subsidiaries of a reorganization procedure, independently of the judicial approval of |
the reorganization proceeding or their award by the competent court; (iv) in case of the Debentures are considered null, or declared null, invalid or ineffective by any law, decree, rule act or any other legal expedient, regulatory or administrative, including any judicial decision; (v) Company´s corporate type transformation, as provided on Article 220 of Brazilian Corporate Law; (vi) if the Company transfers or by any means assigns or commit to assigns its rights and duties arising of the Indenture, except if previously approved by the Debentures Holder, as approved by the CRA holders gathered in CRA holders meeting; (vii) if the Company and/or any of the Company´s Relevant Subsidiaries try or practice any act to annul, revise, cancel or reject, judicial or extrajudicial, the Debentures, the Indenture, any document connected with the Issuance or any of its respective clauses; and (viii) reduction of the Company´s share capital, except if observed the provisions of Article 174, Third Paragraph of the Brazilian Corporate Law; | ||
(cc) | Non-Automatic Events of Default: These are non-automatic events of default, in which VERT must convene, within the term to be provided for in the Indenture, a CRA holders meeting, as provided in the Securitization Term, for the eventual non-declaration of early maturity of the obligations arising from the Indenture (each, a “Non-Automatic Event of Default” and, in together with the Automatic Events of Default, “Events of Default”): (i) default by the Company of any non-monetary obligations, not remedied within 15 (fifteen) days counted from the default date; (ii) default, by the Company and/or by any of the Company´s Relevant Subsidiaries, of any monetary obligation arising out of any Financial Debt (as defined in the Indenture), not remedied in the respective cure period, as applicable, in the individual or aggregated amount equal or greater to US$150,000,00.00 (one hundred and fifty millions dollars) or its equivalent value in any other currency, except if the related default has its effects suspended in up to 2 (two) business days, counted from the default date, by virtue of (a) negotiation by the Company and/or by the Company´s Relevant Subsidiaries with its respective creditor (provided that demonstrated by the Company to VERT and the Fiduciary Agent of the CRA, within the timeframe established herein) or (b) judicial or arbitral decisions; (iii) start |
of sentence foreclosure and/or non-compliance of final sentence, against the Company and/or any of the Company´s Relevant Subsidiaries and/or non-compliance of any final judicial decision or final arbitration decision, with condemnatory nature, against the Company and/or any of the Company´s Relevant Subsidiaries, in the term provided therein, in the individual or aggregate amount superior to US$150,000,000.00 (one hundred and fifty million dollars) or its equivalent value in any other currency, except if (a) in case of an arbitral decision, the Company are requesting the judicial authority to declare its nullity as provided on articles 32 and 33 of Law No. 9,307 of September 23, 1996 and, connected with said request, the Company has obtained the suspension of the arbitral sentence effects; or (b) in case of a judicial decision, in the context of the foreclosure procedure, the Company has provided integral guarantee, as provided in the procedural laws in force, and such guarantee result in the suspension of said arbitral sentence effects; (iv) third parties judicial questioning of the Debentures, the CRA, the Indenture or the Securitization Term; (v) no update, cancellation, revocation or suspension of licenses, authorizations, including those connected with the environment, that forbid Company´s exercise of its activities; (vi) early maturity of any Financial Debts of the Company and/or of any of the Company´s Relevant Subsidiaries, not connected with the Debentures, in the individual or aggregate amount superior to the equivalent to US$150,000,000.00 (one hundred and fifty million dollars) or its corresponding amount in any other currency; (vii) expropriation, confiscation or any other act of any government authority of any jurisdiction resulting in the loss, by the Company and/or by any of the Company´s Relevant Subsidiaries, of the property and/or of the direct or indirect property of assets of the Company and/or of any of the Company´s Relevant Subsidiaries which holds fixed assets, in an amount equivalent to or greater than US$150,000,000.00 (one hundred and fifty million dollars), individually or in aggregate form, (viii) conviction of the Company on second judicial instance, over corruption and acts harmful to the public administration, as provided on Law No. 12,846, of August 1, 2013, as amended, on U.S Foreign Corrupt Practices Act of 1997 and on UK Bribery Act 2010, as applicable (together, “Anticorruption Laws”), except in connection with the cases already described on the Company´s Reference Form, Company´s
Financial Statements and its Explanatory Notes, on the present date; (ix) protest of titles against the Company and/or any of the Company´s Relevant Subsidiaries, in the individual or aggregate amount, equal or greater to US$150,000,000.00 (one hundred and fifty million dollars) or its equivalent amount on any other currency, except if, as validly proved by the Company to VERT and the Fiduciary Agent of the CRA that (a) the protest was cancelled or suspended; (b) guarantees were offered and accepted on court in an amount equivalent to the protested amount; or (c) the protest was realized by an error, bad faith of third parties or was illegitimate; (x) payment by the Company of dividends and/or interest over share capital, except the obligatory dividends payments as provided on the Brazilian Corporate Law, in case of the Company´s obligations default as provided in the Indenture; (xi) slip-up or spin-off, merger or incorporation of the Company (including share incorporation), or any other type of corporate restructuring evolving the Company and any of the Company´s Relevant Subsidiaries, except if (a) previously expressly approved by the Debentures Holder, as approved by the CRA holders gathered in CRA holders meeting; (b) if the restructuring occurs under the Company economic group; or (c) the Company stays on the direct or indirect control, of the Company´s Relevant Subsidiaries; (xii) the statements or guarantees provided by the Company in the Indenture prove to be unreal, incorrect, inconsistent, insufficient or imprecise, on these cases, under any relevant aspect; (xiii) use of the proceeds arising from the Issuance in a destination other than that defined in the Indenture; (xiv) if the Company uses the Debentures object of this Indenture as ballast for any other type of financing operation; (xv) if any disposition of the Indenture or the Securitization Term be considered null, invalid or ineffective by any law, decree, rule act or any other legal or administrative acts, including any judicial decision; and (xvi) transformation of Company´s social object that implies in the change of the principal activity of the Company; | ||
(dd) | Expenses Fund: VRT, as the issuer of the CRA, will retain, on behalf of the Company, the payment resulting from the payment of the Debentures of each series, the amount equivalent to the amount necessary for the payment of the Expenses related to a period of 6 (six) months for the payment of expenses by VERT, as |
the issuer of the CRA of each series, within the scope of the Securitization Transaction (as defined in the Indenture), as provided in the Securitization Term, and VERT must inform the Company every six months the amount necessary to pay the expenses related to the period of 6 (six) months immediately following, so that, if necessary, the Company deposits such amount in the respective Centralizing Accounts (as defined in the Indenture), in accordance with the procedures and amounts to be provided for in the Indenture; and | ||
(ee) | Further Characteristics: The further characteristics of the Debentures and the Restricted Offering are described in the Indenture, in the “Termo de Securitização de Direitos Creditórios do Agronegócio para Emissão de Certificados de Recebíveis do Agronegócio das 1ª (Primeira) e 2ª (Segunda) Séries da 46ª (Quadragésima Sexta) Emissão da VERT Companhia Securitizadora Lastreados em Direitos Creditórios do Agronegócio Devidos pela BRF S.A.” (“Securitization Term”) and on the other documents related to the Issuance and the Restricted Offering. | |
(ii) | authorize the Company’s officers (or its duly appointed attorneys-in-fact), to carry out any and all acts deemed necessary and/or convenient to perform all described on item (i) above, including, but not limited to, the execution of the Indenture (as described below), the placement agreement of the CRA (including the amendments), the subscription bulletin of the Debentures and all other necessary documents to the Issuance and to the Restricted Offering, hiring and remuneration of all of the services providers inherent to the execution of Issuance and the Restricted Offering; and | |
(iii) | ratify any and all acts already performed by the Company´s officers in connection with the Issuance and the Restricted Offering related to items (i) and (ii) above. | |
6. Documents Filed at the Company: The documents related to the agenda that supported the resolutions taken by the members of the Board of Directors or information presented during the meeting were filed at the Company´s head office.
7. Closure: There being no other matters to be discussed, the Chairman declared the meeting closed, during which time the present minutes were drawn up in summary form by electronic processing and, having been read and found correct by all those present, were signed.
I certify that the above text is a faithful copy of the minutes which are filed in Book No. 7, pages 84 to 100, and Book No. 8, page 01, of the Minutes of the Ordinary and Extraordinary Meetings of the Company´s Board of Directors.
São Paulo, July 14, 2020.
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Carlos Eduardo de Castro Neves
Secretary
