Filing Details
- Accession Number:
- 0001213900-25-046997
- Form Type:
- 13D Filing
- Publication Date:
- 2025-05-21 20:00:00
- Filed By:
- Marfrig Global Foods S.A.
- Company:
- Brf Sa (NYSE:BRFS)
- Filing Date:
- 2025-05-22
- SEC Url:
- 13D Filing
Ownership Summary
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| Marfrig Global Foods S.A. | 849,526,130 | 0 | 849,526,130 | 0 | 849,526,130 | 50.49% |
Filing
|
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 9)
|
BRF S.A. (Name of Issuer) |
Common Shares ("Shares") and American Depositary Shares ("ADSs") evidenced by American Depositary Receipts ("ADRs"), representing common shares of BRF (Title of Class of Securities) |
10552T107 (CUSIP Number) |
Tang David Marfrig Global Foods S.A., Avenida Queiroz Filho, n. 1.560, Bloco 5 Sao Paulo, D5, 05319-000 55 11 3792-8600 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
05/15/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
|
| CUSIP No. | 10552T107 |
| 1 |
Name of reporting person
Marfrig Global Foods S.A. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
BRAZIL
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
849,526,130.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
50.49 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
HC |
SCHEDULE 13D
|
| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Shares ("Shares") and American Depositary Shares ("ADSs") evidenced by American Depositary Receipts ("ADRs"), representing common shares of BRF | |
| (b) | Name of Issuer:
BRF S.A. | |
| (c) | Address of Issuer's Principal Executive Offices:
14401 Av. Das Nacoes Unidas 22nd to 25th, Condominio Parque da Cidade, Chac. Santo, Sao Paulo,
BRAZIL
, 04730-090. | |
Item 1 Comment:
Item 1 of the Schedule 13D is hereby amended and replaced as follows:
The class of equity securities to which this joint statement on Schedule 13D relates is the common stock of BRF S.A. (the "Shares"), a corporation incorporated under the laws of the Brazil with its principal executive offices at 14401 Av. Das Nacoes Unidas 22nd to 25th Floor, Torre Jequitiba, Condominio Parque da Cidade, Chac. Santo Antonio - 04730-090 - Sao Paulo - SP, Brazil ("BRF"). The Shares may also be represented by American Depositary Shares ("ADSs") evidenced by American Depositary Receipts ("ADRs"). | ||
| Item 2. | Identity and Background | |
| (a) | This statement is filed on behalf of:
(i) Marfrig Global Foods S.A., a corporation incorporated under the laws of Brazil with principal executive offices at Avenida Queiroz Filho, n. 1.560, Bloco 5 (Torre Sabia), 3 andar, sala 301, Vila Hamburguesa, Sao Paulo, SP, 05319-000, Brazil ("Marfrig"); and
(ii) Marfrig Overseas Limited, a corporation incorporated under the laws of the Cayman Islands with principal executive offices at M&C Corporate Services Limited, PO Box 309GT, Ugland House, South Church Street, George Town, Grand Cayman, Cayman Islands ("Marfrig Overseas" and together with Marfrig, the "Group").
Marfrig Overseas is a wholly owned subsidiary of Marfrig. | |
| Item 3. | Source and Amount of Funds or Other Consideration | |
Item 3 of the Schedule 13D is hereby amended and replaced as follows:
Open market purchases made with cash available on hand. | ||
| Item 4. | Purpose of Transaction | |
Item 4 of the Schedule 13D is hereby further amended by adding the following:
On May 15, 2025, Marfrig and BRF entered into the Plan of Merger of BRF shares by Marfrig (the "Plan of Merger"), which sets forth the terms and conditions applicable to the Merger (as defined below).
The transaction set forth in the Plan of Merger consists of the acquisition by Marfrig of all BRF shares (other than shares held by Marfrig) on the closing date, in exchange for the issuance to BRF shareholders (except Marfrig) of common shares of Marfrig, in accordance with the exchange ratio set forth in the Plan of Merger, resulting in the transfer of BRF's shareholder base to Marfrig ("Merger"). Upon the completion of the Merger, BRF will become a wholly-owned subsidiary of Marfrig. The Plan of Merger is attached hereto as Exhibit 99.14 and is incorporated by reference herein.
In addition to the execution of the Plan of Merger, at meetings held on May 15, 2025, (i) the Board of Directors of Marfrig approved the convening of Marfrig's extraordinary general meeting, to be held on the first call on June 18, 2025, at 11:00 a.m. Sao Paulo, Brazil time ("Marfrig EGM"); and (ii) the Board of Directors of BRF approved the convening of BRF's extraordinary general meeting, to be held on the first call on June 18, 2025, at 9:00 a.m. Sao Paulo, Brazil time ("BRF EGM"), which will deliberate on the Merger. The closing of the Merger is subject to receipt of shareholder approval at both the Marfrig EGM and the BRF EGM.
On or about the closing date, Holders of ADSs will receive American Depositary Shares of Marfrig, in accordance with the terms and conditions of the Amended and Restated Deposit Agreement dated November 12, 2011 among BRF, the Bank of New York Mellon, as Depositary, and the owners and beneficial owners of ADS from time to time (the "BRF Deposit Agreement") and the Deposit Agreement dated Deposit Agreement dated June 13, 2023 among Marfrig, JPMorgan Chase Bank, N.A. and all the holders and beneficial owners of from time to time of American depositary receipts issued thereunder evidencing American depositary shares of Marfrig (the "Marfrig Deposit Agreement"). The BRF Deposit Agreement and the Marfrig Deposit Agreement are attached hereto as Exhibits 99.11 and 99.12, respectively, and are incorporated by reference herein.
After the Merger closes, BRF is expected to become a wholly owned subsidiary of Marfrig. Additionally, BRF's ADS, including the Shares underlying those ADS, are expected to be delisted from the New York Stock Exchange. BRF's ADS and Shares are also expected to be deregistered under the Exchange Act. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Item 5 of the Schedule 13D is hereby amended and replaced as follows:
In the aggregate, Marfrig beneficially owns 849,526,130 Shares (representing 50.49% of the outstanding Shares). | |
| (b) | 849,526,130 Shares. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
Item 6 of the Schedule 13D is hereby further amended by adding the following:
Plan of Merger - on May 15, 2025, Marfrig and BRF entered into the Plan of Merger, which sets forth the terms and conditions applicable to the Merger. The foregoing description of the Plan of Merger does not purport to be complete and is qualified in its entirety by reference to the full text of the Plan of Merger, which is attached hereto as Exhibit 99.14 and incorporated herein by reference. | ||
| Item 7. | Material to be Filed as Exhibits. | |
Exhibit 99.11 Form of Amended and Restated Deposit Agreement dated as of November 14, 2011 among BRF S.A., The Bank of New York Mellon, as depositary, and all owners and beneficial owners from time to time of American Depositary Shares issued thereunder (incorporated by reference to Exhibit 1 to BRF's Form F-6, File No. 333-272134, filed with the SEC May 23, 2024).
Exhibit 99.12 Form of Deposit Agreement among Marfrig Global Foods S.A., JPMorgan Chase Bank, N.A., as depositary, and all holders and beneficial owners from time to time of American depositary receipts issued thereunder (incorporated by reference to Exhibit a to Marfrig's Form F-6, File No. 333-272275, filed with the SEC May 20, 2023).
Exhibit 99.13 Joint Material Fact (fato relevante) disseminated in Brazil by BRF and Marfrig Global on May 15, 2025 (incorporated by reference to Exhibit 99.1 Marfrig's Form CB, File No. 005-81914, filed with the SEC on May 16, 2025).
Exhibit 99.14 Plan of Merger for the merger of BRF shares into Marfrig and attachments made available to investors in Brazil by Marfrig and BRF on May 16, 2025 (incorporated by reference to Exhibit 99.2 Marfrig's Form CB/A, File No. 005-81914, filed with the SEC on May 19, 2025).
Exhibit 99.15 Marfrig's Management Proposal and Manual for Participation and attachments made available to investors in Brazil by Marfrig on May 16, 2025 (incorporated by reference to Exhibit 99.3 Marfrig's Form CB/A, File No. 005-81914, filed with the SEC on May 19, 2025).
Exhibit 99.16 Remote Voting Bulletin of Marfrig made available to investors in Brazil by Marfrig on May 16, 2025 (incorporated by reference to Exhibit 99.4 Marfrig's Form CB/A, File No. 005-81914, filed with the SEC on May 19, 2025).
Exhibit 99.17 BRF's Management Proposal and Manual for Participation and attachments made available to investors in Brazil by BRF on May 16, 2025 (incorporated by reference to Exhibit 99.5 Marfrig's Form CB/A, File No. 005-81914, filed with the SEC on May 19, 2025).
Exhibit 99.18 Remote Voting Bulletin of BRF made available to investors in Brazil by BRF on May 16, 2025 (incorporated by reference to Exhibit 99.6 Marfrig's Form CB/A, File No. 005-81914, filed with the SEC on May 19, 2025). | ||
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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