Suzano Trading Ltd. Announces Early Tender Results and Early Settlement for Cash Tender Offer for its 5.875% Senior Notes due 2021 and the Solicitation of Consents for Amendments to the Related Indenture
SÃO PAULO, Nov. 20, 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.$300,000,000 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 Solicitation of Consents for Amendments to the Related Indenture
Suzano Trading Ltd. ("Suzano") hereby announces that holders of U.S.$309,214,000.00 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 November 17, 2017 (the "Early Tender Date"), pursuant to Suzano's offer to purchase for cash up to U.S.$300,000,000.00 aggregate principal amount (the "Tender Cap") of Notes from holders thereof (each, a "Holder" and collectively, the "Holders"), announced in the press release dated November 6, 2017, upon the terms and subject to the conditions described in the Offer to Purchase and Consent Solicitation Statement dated November 6, 2017 (as it may be amended or supplemented from time to time, the "Statement") and in the related Consent and Letter of Transmittal dated November 6, 2017 (as it may be amended or supplemented from time to time, the "Letter of Transmittal" and together with the Statement, the "Offer Documents"), which together constitute the "Tender Offer". This press release amends and supplements such Offer Documents.
In conjunction with the Tender Offer, Suzano is soliciting (the "Solicitation" and, together with the Tender Offer, the "Offer") consents (the "Consents") to proposed amendments (the "Proposed Amendments") to the Notes and the indenture dated as of September 23, 2010 (the "Indenture") among Suzano, Suzano Papel e Celulose S.A. as Guarantor (the "Guarantor"), Deutsche Bank Trust Company Americas as trustee, registrar, paying agent and transfer agent (the "Trustee") and Deutsche Bank AG, London Branch, as paying agent (the "Paying Agent"), under which the Notes were issued providing for, among other things, elimination of substantially all restrictive covenants and certain of the events of default contained in the Notes and the Indenture.
Holders may not tender their Notes without delivering their Consents to the Proposed Amendments pursuant to the Solicitation and may not deliver Consents to the Proposed Amendments without tendering their Notes pursuant to the Tender Offer. Holders that validly tender their Notes pursuant to the Tender Offer will be considered to have validly delivered their Consents pursuant to the Solicitation. The delivery of the Consents by Holders representing at least a majority in aggregate principal amount outstanding of the Notes is required to authorize the Proposed Amendments (the "Required Consents").
Suzano will not extend the Early Tender Date. Suzano also announces that it is increasing the "Tender Cap" from U.S.$300,000,000.00 to U.S.$309,214,000.00. Except for such increase, all other terms and conditions of the Tender Offer, as previously announced, remain unchanged.
Suzano has accepted for purchase all of the Notes validly tendered in the Tender Offer and not validly withdrawn on or prior to the Early Tender Date. Suzano expects to make payment for the Notes accepted in the Tender Offer on November 21, 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 the Notes tendered (the "Total Consideration"), 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.$337,043,260.00, including the Early Tender Consideration and excluding accrued and unpaid interest. The Early Tender Consideration is payable only to Holders who validly tendered their Notes and validly delivered their Consents on or prior to the Early Tender Date.
Holders who validly tender their Notes and deliver their Consents after the Early Tender Date but on or before 11:59 P.M., New York City time, on December 4, 2017 (the "Expiration Date") and whose Notes are accepted for purchase will be entitled to receive the tender offer consideration of U.S.$1,060.00 per U.S.$1,000.00 principal amount of Notes tendered (the "Purchase Price"), and to receive accrued and unpaid interest on their accepted Notes from the last interest payment date to, but not including, the final settlement date, which Suzano expects to be within two business days after the Expiration Date (the "Final Settlement Date"). Notes that are validly tendered and Consents validly delivered after the Early Tender Date cannot be withdrawn or revoked, except as may be required by applicable law.
Suzano has obtained the Required Consents to authorize the Proposed Amendments to the Indenture. If the Tender Cap (as increased by this announcement) is not exceeded on or before the Expiration Date and assuming that the remaining conditions disclosed in the Offer Documents are satisfied, Suzano, the Guarantor, the Trustee and the Paying Agent will execute a supplemental indenture providing for the Proposed Amendments, and the Proposed Amendments will become effective on the Settlement Date.
The Tender Offer and the Solicitation commenced on the date of the Statement 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 and the Solicitation are 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 and Consents validly delivered and not validly revoked pursuant to the Tender Offer and the Solicitation are subject to, and conditioned upon, the satisfaction of, or Suzano's waiver of the conditions described under the heading "Conditions to the Offer and the Solicitation" in the Statement.
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 and the Solicitation, and BB Securities Limited, Banco Bradesco BBI S.A., J.P. Morgan Securities LLC, Santander Investment Securities Inc., and SMBC Nikko Securities America Inc. are acting as dealer managers for the Tender Offer and solicitation agents for the Solicitation (the "Dealer Managers and Solicitation Agents").
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 Statement.
THE STATEMENT AND THE LETTER OF TRANSMITTAL SHOULD BE READ CAREFULLY BEFORE A DECISION IS MADE WITH RESPECT TO THE TENDER OFFER AND THE SOLICITATION.
NEITHER THE STATEMENT NOR ANY OF THE OTHER DOCUMENTS RELATING TO THE TENDER OFFER OR THE SOLICITATION 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 STATEMENT OR ANY OF THE OTHER DOCUMENTS RELATING TO THE TENDER OFFER OR THE SOLICITATION. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL AND MAY BE A CRIMINAL OFFENSE.
Notwithstanding any other provision of the Tender Offer or the Solicitation, Suzano's obligation to accept for purchase, and to pay for, any Notes validly tendered pursuant to the Tender Offer and Consents validly delivered pursuant to the Solicitation, is conditioned upon the satisfaction of the Conditions (as defined in the Statement). The Conditions to the Tender Offer and the Solicitation 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. The Proposed Amendments related to the Solicitation are subject to obtaining the Required Consent and will not be effective if the Tender Cap is exceeded.
Subject to applicable laws and the terms set forth in the Tender Offer and the Solicitation, Suzano reserves the right (i) to waive or modify in whole or in part any and all conditions to the Tender Offer and the Solicitation, (ii) to extend the Expiration Date, the Early Settlement Date, the Final Settlement Date or any other date mentioned herein, (iii) to modify or terminate the Tender Offer or the Solicitation or (iv) to otherwise amend the Tender Offer or the Solicitation in any respect.
NONE OF SUZANO, THE GUARANTOR, THE TRUSTEE, THE TENDER AND INFORMATION AGENT, THE DEALER MANAGERS AND SOLICITATION AGENTS OR ANY OF THEIR RESPECTIVE AFFILIATES MAKES ANY RECOMMENDATION AS TO WHETHER HOLDERS SHOULD TENDER, DELIVER CONSENTS OR REFRAIN FROM TENDERING OR FROM DELIVERING CONSENTS AS TO ALL OR ANY PORTION OF THE PRINCIPAL AMOUNT OF THEIR NOTES PURSUANT TO THE Tender Offer AND THE SOLICITATION, NOR SHOULD THE TENDER OFFER OR THE SOLICITATION 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 Statement constitutes an offer to purchase the Notes or solicits Consents 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 or the Solicitation 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 or the Solicitation will not be made to (nor will tenders of Notes or delivery of Consents be accepted from or on behalf of) the owners of Notes or delivery of Consents residing in such jurisdiction. Neither the delivery of the Statement nor any purchase thereunder 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 and Solicitation Agents may be tendering Notes in connection with the Tender Offer and the Solicitation.
The Statement 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]
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 Statement 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 and Solicitation Agents 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 or the Solicitation.
The Dealer Managers and Solicitation Agents for the Tender Offer are:
BB Securities Limited 4th Floor – Pinners Hall London, EC2N 1ER United Kingdom Attn: Operations Department Collect: +44 (20) 7367- 5803 E-mail: [email protected] |
Banco Bradesco BBI Attn: International DCM Lima, 3064, 10º andar São Paulo, SP, Brasil, 01451-000 Tel. +55 11 3847-5219 |
J.P. Morgan Securities 383 Madison Avenue 10179 Attn: Latin American Debt Capital Markets Toll Free: 866-846-2874 Collect: 212-834-7279 |
Santander Investment Securities Inc. New York, New York Attn: Liability Toll Free: 855-404-3636 Collect: 212-940-1442 |
SMBC Nikko Securities 277 Park Avenue New York, New York Attn: Latin American Toll Free: 1-888-868-6856 Collect: 212-224-5417 |
The Statement 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.
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