SÃO PAULO, Dec. 5, 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.$309,837,000 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") previously announced an offer to purchase for cash up to US$309,214,000.00 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 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 solicited (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.
Suzano hereby announces that the Tender Offer and the Solicitation expired at 11:59 p.m., New York City time, on December 4, 2017 (the "Expiration Date").
Suzano will not extend the Expiration Date. Suzano also announces that it is increasing the "Tender Cap" from U.S.$309,214,000.00 to U.S.$309,837,000.00. Except for such increase, all other terms and conditions of the Tender Offer, as previously announced, remain unchanged.
As of the Expiration Date, Suzano has been advised that it has received tenders and Consents from the holders of an aggregate of U.S.$309,837,000.00 principal amount of Notes, including U.S.$309,214,000.00 principal amount of Notes that were tendered and not validly withdrawn on or prior to 5:00 p.m., New York City time, on November 17, 2017 (the "Early Tender Date").
As previously announced, Suzano 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. The total cash payment of U.S.$337,043,260.00 to purchase the accepted Notes, including the Early Tender Consideration (as defined below) and excluding accrued and unpaid interest, was paid to holders on November 21, 2017 (the "Early Settlement Date"). Holders whose Notes were accepted for purchase on the Early Settlement Date received 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 included 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 accrued and unpaid interest from, and including, the last interest payment date to, but not including, the Early Settlement Date.
Suzano has accepted for purchase all of the Notes validly tendered in the Tender Offer after the Early Tender Date but on or before the Expiration Date. Suzano expects to make payment for the Notes accepted in the Tender Offer on December 6, 2017, or as soon as practicable thereafter (the "Final Settlement Date"). Holders whose Notes have been accepted for purchase on the Final Settlement Date 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. The total cash payment to purchase the accepted Notes on the Final Settlement Date will be U.S.$660,380.00, excluding accrued and unpaid interest. Notes that were validly tendered and Consents validly delivered after the Early Tender Date cannot be withdrawn or revoked, except as may be required by applicable law.
In addition, as of the Early Settlement Date, Suzano had obtained the Consents by holders representing at least a majority in aggregate principal amount outstanding of the Notes, required to authorize the Proposed Amendments (the "Required Consents"), and the Tender Cap had not been exceeded on or before the Early Tender Date. As a result, Suzano, the Guarantor and the Trustee executed a supplemental indenture providing for the Proposed Amendments (the "Supplemental Indenture"), which would only become effective on the Final Settlement Date; provided however that the Tender Cap was not exceeded on or prior to the Expiration Date. Accordingly, the Supplemental Indenture and the Proposed Amendments will be effective as of the Final Settlement Date and any Notes not tendered and purchased in the Tender Offer are now subject to the terms of the Indenture, as amended by the Supplemental Indenture.
Suzano's obligation to accept for payment, and to pay 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").
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 Tender 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
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 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:
105-108 Old Broad Street
London, EC2N 1ER
Attn: Operations Department
Banco Bradesco BBI S.A.
Av. Brigadeiro Faria Lima, 3064, 10º andar
São Paulo, SP, Brasil, 01451-000
Tel. +55 11 3847-5219
J.P. Morgan Securities LLC
New York, New York 10179
SMBC Nikko Securities America Inc.
277 Park Avenue
New York, New York 10172
Attn: Latin American Debt Capital Markets
Toll Free: 1-888-868-6856
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SOURCE Suzano Trading Ltd.