Suzano Trading Ltd. Announces Early Tender results and Early Settlement for Cash Tender Offer for its 5.875% Senior Notes due 2021

SÃO PAULO, Sept. 19, 2017 /PRNewswire/ -- 

SUZANO TRADING LTD.

(an exempted company incorporated with limited liability in the Cayman Islands)

Early Tender Results of Offer to Purchase for Cash
Up to U.S.$150,000,000 Aggregate Principal Amount of Suzano Trading Ltd.'s Outstanding

5.875% Senior Notes due 2021
(CUSIP: 86960FAA1 and G8600UAA1; ISIN: US86960FAA12 and USG8600UAA19)
Guaranteed by Suzano Papel e Celulose S.A. (incorporated in the Federative Republic of Brazil) and subject to the Tender Cap and other Conditions

Suzano Trading Ltd. ("Suzano") hereby announces that holders of U.S.$262,559,000.00 principal amount of the outstanding 5.875% senior notes due 2021 (CUSIP: 86960FAA1 and G8600UAA1; ISIN: US86960FAA12 and USG8600UAA19) (the "Notes"), tendered their Notes on or prior to 5:00 p.m., New York City time, on September 18, 2017 (the "Early Tender Date"), pursuant to Suzano's cash tender offer announced in the press release dated September 5, 2017 (the "Tender Offer"), upon the terms and subject to the conditions described in the Offer to Purchase dated September 5, 2017 (as it may be amended or supplemented from time to time, the "Offer to Purchase") and the accompanying Letter of Transmittal dated September 5, 2017 (as it may be amended or supplemented from time to time, the "Letter of Transmittal" and, together with the Offer to Purchase, the "Offer Documents"). This press release amends and supplements such Offer Documents.

Suzano will not extend the Early Tender Date. Suzano also announces that it is increasing the "Tender Cap" from U.S.$100,000,000.00 to U.S.$150,000,000.00. Except for such increase, all other terms and conditions of the Tender Offer, as previously announced, remain unchanged.

Suzano has accepted for purchase approximately 57% of the Notes validly tendered in the Tender Offer on or prior to the Early Tender Date.  Suzano expects to make payment for the Notes accepted in the Tender Offer on September 20, 2017, or as soon as practicable thereafter (the "Early Settlement Date").  Holders whose Notes have been accepted for purchase will be entitled to receive the total consideration of U.S.$1,090.00 per U.S.$1,000.00 principal amount of Notes tendered, which includes an early tender consideration (the "Early Tender Consideration") of U.S.$30.00 per U.S.$1,000.00 principal amount of Notes validly tendered, and to receive accrued and unpaid interest from, and including, the last interest payment date to, but not including, the Early Settlement Date.  The total cash payment to purchase the accepted Notes on the Early Settlement Date will be U.S.$159,393,970.00, including the Early Tender Consideration and excluding accrued and unpaid interest.

Because the aggregate principal amount of Notes validly tendered and not withdrawn prior to the Early Tender date exceeded the Tender Cap, the Company plans to accept for purchase U.S.$150,000,000.00 of the outstanding principal amount of Notes, on a prorated basis, with the prorated aggregate principal amount of each holder's validly tendered Notes accepted for purchase to be rounded down to the nearest U.S.$1,000.00. As a result of pro ration and rounding, the total principal amount of Notes to be actually purchased by the Company will be U.S.$146,233,000.00. If the principal amount of Notes returned to a holder as a result of proration would result in less than the minimum denomination being returned to such holder, to ensure the return of Notes in minimum principal amounts of U.S.$100,000.00 and integral multiples of U.S.$1,000.00 in excess thereof, if necessary, Suzano will make appropriate adjustments downward to the nearest U.S.$1,000.00 principal amount, or if applicable, the minimum denomination of U.S.$100,000.00, with respect to each Holder validly tendering Notes. Any tender of Notes, the proration of which would otherwise result in a return of Notes to a tendering Holder in a principal amount below the minimum denomination of U.S.$100,000.00, may be rejected in full or accepted in full in Suzano's sole discretion. The Total Consideration, including the Early Tender Consideration, will not be payable with respect to any Notes returned due to proration.

Although the Tender Offer is scheduled to expire at 11:59 p.m., New York City time, October 2, 2017 (the "Expiration Date"), because holders of Notes subject to the tender offer validly tendered and did not validly withdraw Notes on or prior to the Early Tender Date for which the aggregate consideration payable exceeds the Tender Cap, the Company does not expect to accept for purchase any Notes tendered after the Early Tender Date.

D.F. King & Co., Inc. is acting as the tender agent and as the information agent (the "Tender and Information Agent") for the Tender Offer. J.P. Morgan Securities LLC, Santander Investment Securities Inc., BB Securities Limited, Itau BBA USA Securities, Inc. and Mizuho Securities USA LLC are acting as dealer managers (the "Dealer Managers") for the Tender Offer. 

The Tender Offer commenced on the date of the Offer to Purchase and will expire on the Expiration Date, unless extended or earlier terminated by Suzano.  No tenders will be valid if submitted after the Expiration Date.  If a broker, dealer, commercial bank, trust company or other nominee (each, a "Nominee") holds your Notes, such Nominee may have an earlier deadline for accepting the offer.  You should promptly contact such Nominee that holds your Notes to determine its deadline.  The Tender Offer is open to all registered Holders of the Notes.

Suzano's obligation to accept for payment, and to pay the Total Consideration or the Purchase Price, as applicable, and Accrued Interest for, Notes validly tendered and not validly withdrawn pursuant to the Tender Offer are subject to, and conditioned upon, the satisfaction of, or Suzano's waiver of the Conditions, including the Financing Condition described under the heading "Conditions to the Offer" in the Offer to Purchase.

If you do not tender your Notes or if you tender Notes that are not accepted for purchase, they will remain outstanding.  If Suzano consummates the Tender Offer, the applicable trading market for your outstanding Notes of the applicable series may be significantly more limited.  For a discussion of this and other risks, see "Certain Significant Considerations—The Offer may adversely affect the market value and reduce the liquidity of any trading market of the Notes" in the Offer to Purchase.

THE OFFER TO PURCHASE AND THE LETTER OF TRANSMITTAL SHOULD BE READ CAREFULLY BEFORE A DECISION IS MADE WITH RESPECT TO THE TENDER OFFER.

NEITHER THE OFFER TO PURCHASE NOR ANY OF THE OTHER DOCUMENTS RELATING TO THE TENDER OFFER HAVE BEEN FILED WITH OR REVIEWED BY THE FEDERAL OR ANY STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY OF ANY COUNTRY, NOR HAS ANY SUCH COMMISSION OR AUTHORITY PASSED UPON THE ACCURACY OR ADEQUACY OF THE OFFER TO PURCHASE OR ANY OF THE OTHER DOCUMENTS RELATING TO THE TENDER OFFER.  ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL AND MAY BE A CRIMINAL OFFENSE.

Notwithstanding any other provision of the Tender Offer, Suzano's obligation to accept for purchase, and to pay for, any Notes validly tendered pursuant to the Tender Offer, is conditioned upon the satisfaction of the General Conditions, including the Financing Condition (as defined herein and in the Offer to Purchase).  The General Conditions to the Tender Offer are for the sole benefit of Suzano and may be asserted by Suzano, regardless of the circumstances giving rise to any such condition (including any action or inaction by Suzano).  Suzano reserves the right, in its sole discretion, to waive any and all conditions of the Tender Offer, at or prior to the Expiration Date (or the Early Settlement Date).  The Tender Offer is not subject to a minimum principal amount of Notes being tendered.

Subject to applicable laws and the terms set forth in the Tender Offer, Suzano reserves the right, with respect to the Notes, (i) to waive or modify in whole or in part any and all conditions to the Tender Offer, (ii) to extend the Expiration Date, the Early Tender Date, the Early Settlement Date, the Settlement Date or any other date mentioned herein, (iii) to modify or terminate the Tender Offer or (iv) to otherwise amend the Tender Offer in any respect.

NONE OF SUZANO, Suzano Papel e Celulose S.A., THE TRUSTEE (as defined in the Offer to Purchase), THE TENDER AND INFORMATION AGENT, THE DEALER MANAGERS OR ANY OF THEIR RESPECTIVE AFFILIATES MAKES ANY RECOMMENDATION AS TO WHETHER HOLDERS SHOULD TENDER, OR REFRAIN FROM TENDERING AS TO ALL OR ANY PORTION OF THE PRINCIPAL AMOUNT OF THEIR NOTES PURSUANT TO THE Tender Offer, NOR SHOULD THE OFFER TO PURCHASE BE CONSTRUED AS INVESTMENT, ACCOUNTING, LEGAL OR TAX ADVICE BY SUCH PARTIES OR THEIR RESPECTIVE DIRECTORS, OFFICERS, AGENTS, ATTORNEYS OR EMPLOYEES.  HOLDERS MUST MAKE THEIR OWN DECISIONS AND SHOULD CONSULT THEIR OWN ATTORNEYS, ACCOUNTANTS AND OTHER ADVISORS WITH REGARD TO TENDERING NOTES.

Neither this press release nor the Offer to Purchase constitutes an offer to purchase the Notes in any jurisdiction in which, or to or from any person to or from whom, it is unlawful to make such offer under applicable securities laws.  If Suzano becomes aware of any jurisdiction in which the making of the Tender Offer would not be in compliance with applicable laws, Suzano will make a good faith effort to comply with any such laws.  If, after such good faith effort, Suzano cannot comply with any such laws, the Tender Offer will not be made to (nor will tenders of Notes be accepted from or on behalf of) the owners of Notes residing in such jurisdiction.  Neither the delivery of the Tender Offer to Purchase nor any purchase hereunder shall under any circumstances create any implication that the information contained therein is correct as of any time subsequent to the date hereof or that there has been no change in the information set forth herein or in any attachments hereto or in Suzano's affairs since the date hereof.  The Dealer Managers may be tendering Notes in connection with the Tender Offer.

The Offer to Purchase does not constitute an offer to sell any securities or the solicitation of an offer to buy any securities (other than the Notes). Any offering of securities will only be made by an offering document and any such offering may not be registered with the U.S. Securities and Exchange Commission.

NOTICE REGARDING FORWARD-LOOKING STATEMENTS

This press release contains statements that are forward-looking within the meaning of Section 27A of the U.S. Securities Act of 1933, as amended, and Section 21E of the U.S. Securities Exchange Act of 1934, as amended. Forward-looking statements are only predictions and are not guarantees of future performance. Investors are cautioned that any such forward-looking statements are and will be, as the case may be, subject to many risks, uncertainties and factors relating to Suzano that may cause the actual results to be materially different from any future results expressed or implied in such forward-looking statements. Although Suzano believes that the expectations and assumptions reflected in the forward-looking statements are reasonable based on information currently available, Suzano cannot guarantee future results or events. Suzano expressly disclaims a duty to update any of the forward-looking statements.

The Tender and Information Agent for the Tender Offer is:
D.F. King & Co., Inc.
48 Wall Street, 22nd Floor
New York, New York 10005
United States
Email: [email protected]

www.dfking.com/suzano

Banks and Brokers call: +1 (212) 269‑5550

All others call toll free (U.S. only): +1 (800) 967-7574

By Facsimile Transmission:
(for Eligible Institutions only)
+1 (212) 709‑3328

For Confirmation
+1 (212) 269-5552
Attn: Andrew Beck

Any questions or requests for assistance or for additional copies of the Offer to Purchase may be directed to the Tender and Information Agent at one of its telephone numbers above.  A Holder (or a beneficial owner that is not a Holder) may also contact the Dealer Managers at their respective telephone numbers set forth below or its broker, dealer, commercial bank, trust company or other nominee for assistance concerning the Tender Offer.

The Dealer Managers for the Tender Offer are:

The Offer to Purchase and the Letter of Transmittal shall be available online at www.dfking.com/suzano until the consummation or termination of the Tender Offer

SOURCE Suzano Trading Ltd.

Related Links

http://www.dfking.com/suzano