Suzano Trading Ltd. Announces the Commencement of the Tender Offer for its 5.875% Subordinated Notes due 2021

SÃO PAULO, Sept. 5, 2017 /PRNewswire/ --

SUZANO TRADING LTD.

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

Offer to Purchase for Cash
Up to U.S.$100,000,000 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 the commencement of its offer to purchase for cash up to U.S.$100,000,000 aggregate principal amount (the "Tender Cap") of its outstanding 5.875% Senior Notes due 2021 (CUSIP: 86960FAA1 and G8600UAA1; ISIN: US86960FAA12 and USG8600UAA19) (the "Notes"), from holders thereof (each, a "Holder" and collectively, the "Holders"), at the prices set forth below, upon the terms and subject to the conditions set forth 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 in the related 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"), which together constitute the Offer (the "Tender Offer"). As of September 1, 2017, the aggregate principal amount of Notes outstanding was U.S.$645,700,000.00.

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. 

Subject to the terms and conditions set forth in the Offer to Purchase, Suzano hereby offers to pay each Holder that validly tenders its Notes on or prior to 5:00 p.m., New York time, on September 18, 2017 (the "Early Tender Date") an amount in cash in U.S. dollars equal to the Total Consideration (as defined below) and Accrued Interest (as defined below). The "Total Consideration" for each U.S.$1,000 principal amount of Notes validly tendered and not validly withdrawn is equal to U.S.$1,090.00, which includes the Purchase Price (as defined below) and an early tender consideration (the "Early Tender Consideration") of U.S.$30.00 per U.S.$1,000 principal amount of Notes validly tendered on or prior to the Early Tender Date and not validly withdrawn on or prior to 5:00 p.m., New York time, on September 18, 2017 (the "Withdrawal Date"). The Early Tender Consideration is payable only to Holders who validly tender their Notes on or prior to the Early Tender Date. The "Purchase Price" for each U.S.$1,000 principal amount of Notes validly tendered and not withdrawn is equal to the Total Consideration less the Early Tender Consideration. Holders who validly tender their Notes after the Early Tender Date but on or prior to 11:59 p.m., New York City time, on October 2, 2017 (such time and date, as the same may be extended or earlier terminated at Suzano's sole discretion, the "Expiration Date") and do not withdraw their tender will be eligible to receive the Purchase Price. In each case, Holders whose Notes are accepted for purchase shall receive accrued and unpaid interest ("Accrued Interest") from, and including, the last interest payment date to, but not including, any Settlement Dates (as defined herein), payable on such dates Date. Tenders of Notes will not be valid if submitted after the Expiration Date.

The Tender Offer is not contingent upon the valid tender of any minimum principal amount of Notes. The Tender Offer is open to all registered holders (individually, a "Holder," and collectively, the "Holders") of the Notes.  The Tender Offer is subject to the satisfaction of the General Conditions, including the condition that the Guarantor's subsidiary Suzano Austria GmbH shall have consummated a further issuance of the 7.00% Senior Notes of Suzano Austria GmbH due in 2047, guaranteed by the Guarantor resulting in proceeds of at least U.S.$100,000,000.00 in an international capital markets offering (the "Financing Condition").  The purpose of the Tender Offer is to retire a portion of the Notes in order to increase the efficiency of the capital structure of Suzano Papel e Celulose S.A. (the "Guarantor"), the controlling entity of Suzano.

The following table sets forth certain terms of the Tender Offer:

If any Notes are purchased in the Tender Offer, Notes validly tendered (and not validly withdrawn) on or prior to the Early Tender Date will be accepted for purchase in priority to other Notes validly tendered in the Tender Offer after the Early Tender Date (assuming satisfaction or, where applicable, the waiver of the conditions set forth in the Offer to Purchase). Accordingly, if the Tender Cap is reached in respect of tenders made on or prior to the Early Tender Date, no Notes that are validly tendered after the Early Tender Date will be accepted for purchase and any Notes accepted for purchase on the Early Settlement Date will be accepted on a prorated basis up to the amount of the Tender Cap. If the Tender Offer is not oversubscribed at the Early Tender Date and the purchase of all Notes validly tendered in the Tender Offer on or prior to the Expiration Date would cause Suzano to purchase an aggregate principal amount of Notes in excess of the Tender Cap, then the Tender Offer will be oversubscribed at the Expiration Date and Suzano will (assuming satisfaction or, where applicable, the waiver of the conditions set forth in the Offer to Purchase) accept for purchase such tendered Notes as follows:

• first, on the Early Tender Date, Suzano will accept for purchase all Notes validly tendered on or prior to the Early Tender Date; and
• second, promptly after the Expiration Date, Suzano will accept for purchase all Notes validly tendered after the Early Tender Date and on or prior to the Expiration Date on a prorated basis such that Suzano purchases the maximum aggregate principal amount of Notes that does not exceed the Tender Cap.

All Notes not accepted as a result of prorationing will be promptly returned to tendering holder.

To ensure the return of Notes in minimum principal amounts of U.S.$100,000 and integral multiples of U.S.$1,000 above U.S.$100,000 ("Authorized Denominations"), if necessary, Suzano will make appropriate adjustments downward to the nearest U.S.$1,000 principal amount, or if applicable, the minimum denomination of U.S.$100,000, 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, may be rejected in full or accepted in full in Suzano's sole discretion.  Holders who tender less than all their Notes must continue to hold Notes in Authorized Denominations. Suzano expressly reserves the right, but is not obligated, to increase the Tender Cap in its sole discretion, without extending the Withdrawal Date or otherwise reinstating withdrawal rights.

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.

The payment date for (i) the Notes validly tendered on or prior to the Early Tender Date and not validly withdrawn on or prior to the Withdrawal Date (the "Early Settlement Date") and (ii) the Notes validly tendered after the Early Tender Date but on or prior to the Expiration Date (the "Settlement Date"), in each case upon satisfaction (or waiver by Suzano) of each and all of the Conditions, including the Financing Condition described under the heading "Conditions to the Offer" in the Offer to Purchase will occur promptly after the acceptance by Suzano for purchase of the Notes. Suzano expects that the Early Settlement Date will be within three business days following the Early Tender Date, which will be September 21, 2017, but such date may be changed by Suzano in its sole discretion without notice, and expects that the Settlement Date will be within three business days following the Expiration Date, which will be October 5, 2017, but any such dates may be changed or early terminated by Suzano in its sole discretion without notice. During any such extension, all Notes previously tendered and not accepted for purchase pursuant to the Tender Offer will remain subject to the Tender Offer and may, subject to the terms and conditions of the Tender Offer, be accepted for purchase by Suzano.

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 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.