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6-K 1 brf20240402_6k.htm 6-K

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 April 2, 2024

Commission File Number 1-15148

BRF S.A.
(Exact Name as Specified in its Charter)

N/A
    (Translation of Registrant’s Name)

14401 AV. DAS NACOES UNIDAS 22ND FLOOR
CHAC SANTO ANTONIO 04730 090-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.

 

 

 

 

 

*             *             *

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: April 2, 2024  
   
  BRF S.A.
   
   
  By: /s/ Fabio Luis Mendes Mariano
    Name:  Fabio Luis Mendes Mariano
    Title:

Chief Financial and Investor Relations Officer

 

 

 

 

 

 

 

 

EXHIBIT INDEX

Exhibit

Description of Exhibit

 

1 ANNOUNCEMENT OF RELATED PARTY TRANSACTION

 

EX-99.1 2 ex99-1.htm EX-99.1






BRF S.A.

Publicly Held Company

CNPJ 01.838.723/0001-27

NIRE 42.300.034.240

CVM 16269-2

 

ANNOUNCEMENT OF RELATED PARTY TRANSACTION

 

BRF S.A. (“BRF” or “Company”) (B3: BRFS3; NYSE: BRFS), in accordance with item XXXII of article 33 of CVM Resolution no. 80/2022, informs its shareholders and the market in general of the following related party transaction:

 

Related Party Names

 

BRF S.A. and Potengi Holdings S.A. (“Potengi”).
Relationship with the Company BRF holds a minority shareholding of Potengi’s share capital, with the remaining portion of the capital being held by AES Brasil Energia S.A. (“AES Brasil”). Potengi is an affiliate of BRF.
Date of the Transaction March 27th, 2024.
 

 

Object, Main Terms and Conditions   BRF’s Board of Directors authorized the Company to provide a guarantee, in the form of a surety (“Guarantee”), jointly with AES Brasil, in proportion to each shareholder’s respective equity interests in Potengi’s capital, with the purpose of ensuring compliance with the main and ancillary obligations undertaken by Potengi at its 2nd (second) issue of 2,100,000 (two million and one hundred thousand) simple debentures, not convertible into shares, in a single series, with a maturity period of 18 (eighteen) years and 6 (six) months from the date of issue and nominal unit value of R$ 100.00 (one hundred reais), totaling the amount of R$ 210,000,000.00 (two hundred and ten million reais). The debentures will be subject to a public distribution exclusively to qualified investors, in accordance with CVM Resolution No. 160/2022, under the firm placement guarantee regime for the total amount of the issue (“Debentures”).
Reasons why the Company´s management deems the operation to be equitable The Company´s management considers that granting the Guarantee is equitable and in the interest of BRF since (i) the granting of the Guarantee by BRF and AES Brasil constitutes one of the conditions for the placement of the Debentures; (ii) the guarantee provided by BRF is restricted to the percentage approved by the Company’s Board of Directors, which corresponds to the proportion of the equity interest held by the Company in Potengi, with AES Brasil also providing a guarantee for the remainder of the issue; and (iii) the terms and conditions of the guarantee provided by BRF will be exactly the same as those applicable to the guarantee provided by AES Brasil, and there is no joint liability between BRF and AES Brasil.
Eventual involvement of the counterparty, its partners, or administrators in the Company´s decision process regarding the Operation or in the negotiation of the Operation as representatives of the Company, describing these involvements There was no participation by Potengi, it’s administrators and/or AES Brasil in the decision-making by BRF regarding the granting of the Guarantee, and such individuals also did not take part in the transaction as representatives of BRF.

 

São Paulo, April 2, 2024.

 

Fabio Luis Mendes Mariano

Chief Financial and Investor Relations Officer