Fibria Celulose S.A. Announces Early Tender Date Results

SAO PAULO, May 7, 2013 /PRNewswire/ -- Fibria Celulose S.A. ("Fibria") today announced the early tender date results in connection with its previously announced (i) offer to purchase for cash (the "2020 Notes Tender Offer") up to $480.0 million in aggregate principal amount (the "2020 Notes Maximum Tender Amount") of the outstanding 7.500% Senior Notes due 2020 (the "2020 Notes") of Fibria Overseas Finance Ltd., a company controlled by Fibria ("Fibria Overseas"), and (ii) offer to purchase for cash (the "2021 Notes Tender Offer" and, together with the 2020 Notes Tender Offer, the "Tender Offers") the outstanding 6.750% Senior Notes due 2021 (the "2021 Notes" and, together with the 2020 Notes, the "Notes") of Fibria Overseas in an aggregate principal amount such that the aggregate principal amount of 2021 Notes accepted for purchase does not exceed (1) U.S.$480.0 million less (2) the aggregate principal amount of 2020 Notes validly tendered and accepted for purchase pursuant to the 2020 Notes Tender Offer (the "2021 Notes Maximum Tender Amount"). The early tender dates for each of the Tender Offers occurred at 5:00 p.m., New York City time, on May 6, 2013 (the "Early Tender Date"). Holders may no longer withdraw tendered Notes.

Fibria has been advised that, as of the Early Tender Date, (i) U.S.$952,659,000 in aggregate principal amount of the 2020 Notes, or approximately 77% of the 2020 Notes outstanding, had been validly tendered pursuant to the 2020 Notes Tender Offer and (ii) U.S.$443,526,000 in aggregate principal amount of the 2021 Notes, or approximately 63% of the 2021 Notes outstanding, had been validly tendered pursuant to the 2021 Notes Tender Offer. 

Fibria also today announced that it has increased the 2020 Notes Maximum Tender Amount such that the aggregate principal amount of 2020 Notes Fibria seeks to purchase in the 2020 Notes Tender Offer is $486.0 million.

The terms and conditions of the Tender Offers are described in the Offer to Purchase, dated April 23, 2013 (the "Offer to Purchase"), and the related Letter of Transmittal (together, the "Offer Documents") previously distributed to holders of the Notes.

Holders of 2020 Notes who have validly tendered their 2020 Notes at or prior to the Early Tender Date are eligible to receive the 2020 Notes Total Consideration, which includes an early tender payment, plus accrued and unpaid interest up to, but not including, the early settlement date for the 2020 Notes (the "Early Settlement Date"), which is expected to occur on or about May 8, 2013.  Fibria intends on the Early Settlement Date to pay for and accept for purchase $486.0 million in aggregate principal amount of 2020 Notes validly tendered at or prior to the Early Tender Date. The consideration for such purchased 2020 Notes, including accrued and unpaid interest up to, but not including, the Early Settlement Date, will equal $559,304,999.79. Since the aggregate principal amount of 2020 Notes validly tendered in the 2020 Notes Tender Offer at or prior to the Early Tender Date exceeds the 2020 Notes Maximum Tender Amount, in accordance with the proration procedures described in the Offer Documents, the proration factor used to determine the amount of validly tendered 2020 Notes to be accepted for purchase from each tendering 2020 Notes Holder on the Early Settlement Date equals 51.02%. Furthermore, since the 2020 Notes Tender Offer was fully subscribed as of the Early Tender Date, 2020 Notes Holders who validly tender 2020 Notes after the Early Tender Date will not have any of their 2020 Notes accepted for purchase.

Based on the aggregate principal amount of 2020 Notes accepted for purchase pursuant to the 2020 Notes Tender Offer, the 2021 Notes Maximum Tender Amount equals $0. As a result, Fibria will not accept any 2021 Notes for purchase. No consideration or accrued interest will be paid or become payable to 2021 Notes Holders, and 2021 Notes tendered pursuant to the 2021 Notes Tender Offer will be promptly returned to tendering 2021 Notes Holders.

The settlement of the 2020 Notes Tender Offer will increase Fibria's "other financial expenses" by approximately U.S.$106 million in the second quarter of 2013, which will impact the Company's net profit for such quarter. However, Fibria estimates that the 2020 Notes Tender Offer will result in a reduction of Fibria's annual interest expense by approximately U.S.$36 million from the second quarter of 2013 on, which will equal savings of approximately U.S.$215 million in present value of future net interest expenses, and will therefore make additional cash available for Fibria's use for other corporate purposes. Fibria may continue to pursue actions focused on the generation of free cash flow and reduction of indebtedness, including but not limited to acquiring Notes through open-market purchases, privately-negotiated transactions, tender offers, exchange offers, redemptions or otherwise.

Copies of the Offer Documents are available to holders of Notes from D.F. King & Co., Inc., the tender and information agent for the Tender Offers (the "Tender and Information Agent").  Requests for copies of the Offer Documents should be directed to the Tender and Information Agent at +1 (800) 488-8075 (toll free) or +1 (212) 269-5550 (collect) or [email protected].

Fibria reserves the right, in its sole discretion, not to accept any tenders of Notes for any reason.  Fibria is making the Tender Offers only in those jurisdictions where it is legal to do so. 

Fibria has retained Credit Agricole Securities (USA) Inc. ("Credit Agricole CIB"), Deutsche Bank Securities Inc. ("Deutsche Bank Securities") and Morgan Stanley & Co. LLC ("Morgan Stanley") to act as Lead Dealer Managers and Banco Votorantim Securities, Inc. to act as Co-Dealer Manager in connection with the Tender Offers. Questions regarding the Tender Offers may be directed to Credit Agricole CIB at +1 (866) 807-6030 (toll-free) or +44 (0) 20 7214 7440 (collect), Deutsche Bank Securities at +1 (866) 627-0391 (toll-free) or +1 (212) 250-7527 (collect), or Morgan Stanley at +1 (800) 624‑1808 (toll-free) or +1 (212) 761‑1057 (collect).

Neither the Offer Documents nor any related documents have been filed with the U.S. Securities and Exchange Commission, nor have any such documents been filed with or reviewed by any federal or state securities commission or regulatory authority of any country. No authority has passed upon the accuracy or adequacy of the Offer Documents or any related documents, and it is unlawful and may be a criminal offense to make any representation to the contrary.

This announcement is not an offer to purchase or a solicitation of an offer to purchase. The Tender Offers are being made solely pursuant to the Offer Documents. The Tender Offers are not being made to, nor will Fibria accept tenders of Notes from, holders in any jurisdiction in which the Tender Offers or the acceptance thereof would not be in compliance with the securities or blue sky laws of such jurisdiction.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This press release contains forward-looking statements within the meaning of Section 27A of the U.S. Securities Act of 1933 and Section 21E of the U.S. Securities Exchange Act of 1934 that are not based on historical facts and are not assurances of future results. These forward-looking statements are based on management's current expectations and estimates about future events and financial trends, which affect or may affect Fibria's businesses and results of operations. The words "believe," "may," "will," "estimate," "continue," "anticipate," "intend," "expect" and similar words are intended to identify estimates and forward-looking statements. These statements include but are not limited to forward-looking statements about the Tender Offers, including whether the Tender Offers are consummated in whole or in part. Although Fibria believes that these forward-looking statements are based upon reasonable assumptions, these statements are subject to several risks and uncertainties and are made in light of information currently available to Fibria. Estimates and forward-looking statements involve risks and uncertainties and are not guarantees of future performance. Any changes in such assumptions or factors could cause actual results to differ materially from current expectations and Fibria's future results may differ materially from those expressed in these estimates and forward-looking statements.

All forward-looking statements are expressly qualified in their entirety by this cautionary statement, and you should not place reliance on any forward-looking statement contained in this document. Fibria undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information or future events or for any other reason.

SOURCE Fibria Celulose S.A.