SAO PAULO, Oct. 3, 2017 /PRNewswire/ --
SUZANO TRADING LTD.
(an exempted company incorporated with limited liability in the Cayman Islands)
Expiration 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") previously announced an offer to purchase for cash (the "Tender Offer") up to US$150,000,000.00 aggregate principal amount (the "Tender Cap") of outstanding 5.875% Senior Notes due 2021 ("Notes"). The Tender Offer was made subject to the terms and conditions contained in the Offer to Purchase, dated September 5, 2017 (the "Offer to Purchase"), and corresponding Letter of Transmittal dated September 5, 2017, both as amended from time to time.
Suzano hereby announces that the Tender Offer expired at 11:59 p.m., New York City time, October 2, 2017 (the "Expiration Date").
An aggregate principal amount of US$146,233,000.00, as a result of pro ration and rounding, was allocated to holders who validly tendered their Notes in the Tender Offer and whose orders were accepted by September 18 (the "Early Tender Date") (the "Accepted Notes"). The total cash payment to purchase the Accepted Notes of U.S.$159,393,970.00, including the Early Tender Consideration and excluding accrued and unpaid interest, was paid to holders on September 20, 2017.
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, Suzano decided not to accept for purchase any Notes tendered after the Early Tender Date.
Accordingly, considering that the Tender Cap was reached in respect of tenders made on or prior to the Early Tender Date, the U.S.$1,923,000.00 aggregate principal amount of Notes that were tendered after the Early Tender Date have not been accepted for purchase will be promptly returned to tendering holder.
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.
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.
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.
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
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
+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:
J.P. Morgan Securities
New York, New York
105-108 Old Broad Street
London, EC2N 1ER
Itau BBA USA
767 Fifth Ave, 50th Floor
New York, New York
Attn: Debt Capital
Toll Free: +1 (888) 770-4828
Collect: +1 (212) 710-6749
Mizuho Securities USA
New York, New York
Attn: Liability Management
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SOURCE Suzano Trading Ltd.