Obligation Fibria Global Finance Ltd 5.25% ( US31572UAE64 ) en USD

Fibria Global Finance Ltd

100 % ▼

Bresil

US31572UAE64 ( en USD )

5.25% par an ( paiement semestriel )

11/05/2024 - Obligation échue

Prospectus brochure de l'obligation Fibria Overseas Finance Ltd US31572UAE64 en USD 5.25%, échue

2 000 USD

600 000 000 USD

31572UAE6

BBB- ( Qualité moyenne inférieure )

Baa3 ( Qualité moyenne inférieure )

Fibria Overseas Finance Ltd. est une société de financement offshore créée pour soutenir les activités de Fibria Celulose S.A., une importante productrice brésilienne de pâte de bois d'eucalyptus.

L'Obligation émise par Fibria Global Finance Ltd ( Bresil ) , en USD, avec le code ISIN US31572UAE64, paye un coupon de 5.25% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 11/05/2024

L'Obligation émise par Fibria Global Finance Ltd ( Bresil ) , en USD, avec le code ISIN US31572UAE64, a été notée Baa3 ( Qualité moyenne inférieure ) par l'agence de notation Moody's.

L'Obligation émise par Fibria Global Finance Ltd ( Bresil ) , en USD, avec le code ISIN US31572UAE64, a été notée BBB- ( Qualité moyenne inférieure ) par l'agence de notation Standard & Poor's ( S&P ).

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424B2 1 a2220133z424b2.htm 424B2
Table of Contents
Filed Pursuant to Rule 424(b)(2)
Registration Statement No. 333-195610
333-195610-01
CALCULATION OF REGISTRATION FEE

Proposed Maximum
Proposed Maximum
Title of Each Class of Securities
Amount to be
Offering Price
Aggregate Offering
Amount of
to Be Registered

Registered

Per Note

Price
Registration Fee(1)

5.250% notes due 2024
U.S.$600,000,000
99.302%
U.S.$595,812,000
U.S.$77,280

Guarantee
(2)
(2)
(2)
(2)

(1)
The registration fee is calculated in accordance with Rule 457(r) of the Securities Act of 1933.
(2)
Guarantee of Fibria Celulose S.A. of the 5.250% notes due 2024 of Fibria Overseas Finance Ltd. No separate consideration will be
received for the guarantees. Pursuant to Rule 457(n) under the Securities Act, no separate fee is payable with respect to the
guarantees.
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Filed pursuant to Rule 424(b)(2)
Registration Nos. 333-195610
333-195610-01
Prospectus Supplement
(To Prospectus dated May 1, 2014)
U.S.$600,000,000
(incorporated with limited liability in the Cayman Islands)
5.250% Notes due 2024
fully, unconditionally and irrevocably guaranteed by
(incorporated in the Federative Republic of Brazil)
Fibria Overseas Finance Ltd., or the issuer, is offering U.S.$600,000,000 in aggregate principal amount of its notes due 2024, or the
notes. The issuer is a Cayman Islands exempted company. The notes will be fully, unconditionally and irrevocably guaranteed by Fibria
Celulose S.A., or Fibria Celulose, a corporation (sociedade anônima) incorporated under the laws of the Federative Republic of Brazil.
Interest on the notes will be payable semi-annually in arrears on May 12 and November 12 of each year, beginning on November 12,
2014.
The issuer or Fibria Celulose may, at its option, redeem the notes, in whole or in part, at any time, by paying the greater of (i) 100%
of the principal amount of the notes plus accrued interest and additional amounts, if any, to the date of redemption and (ii) the applicable
"make-whole" amount. The notes may also be redeemed, in whole but not in part, at 100% of their principal amount plus accrued interest
and additional amounts, if any, at any time upon the occurrence of specified events relating to Brazilian or Cayman Islands tax law, as set
forth in this prospectus supplement. See "Description of the Notes--Redemption."
If a specified Change of Control event as described herein occurs, unless the issuer or Fibria Celulose has exercised its option to
redeem the notes, Fibria Celulose will be required to offer to purchase the notes at the price described in this prospectus supplement.
The notes will be senior unsecured obligations of the issuer, ranking equal in right of payment with all of its other existing and future
senior unsecured debt. The guarantee will be senior unsecured obligations of Fibria Celulose, ranking equal in right of payment with all of
its other existing and future senior unsecured debt.
The issuer intends to apply to have the notes approved for listing on the New York Stock Exchange, or the NYSE.
Investing in the notes involves risks. See "Item 3. Key Information--D. Risk Factors" on page 11 of our annual report on
Form 20-F for the year ended December 31, 2013, which is incorporated by reference in this prospectus supplement, and "Risk
Factors" beginning on page S-19 of this prospectus supplement to read the discussion of material risks you should consider before
investing in the notes.
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Per note

Total

Public offering price(1)
99.302% U.S.$
595,812,000
Underwriting
discount
0.451% U.S.$
2,706,000
Proceeds to us before expenses
98.851% U.S.$
593,106,000
(1)
Plus accrued interest, if any, from May 12, 2014.
Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved of
these securities or determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any
representation to the contrary is a criminal offense.
The underwriters expect to deliver the notes to purchasers on or about May 12, 2014 in book-entry form only through the facilities of
The Depository Trust Company, or DTC, for the accounts of its direct and indirect participants, including Euroclear Bank S.A./N.V., or
Euroclear, and Clearstream Banking, société anonyme, or Clearstream, Luxembourg.
Joint Book-Running Managers
Citigroup

Credit Agricole CIB Deutsche Bank Securities
Goldman, Sachs & Co.
Banco Votorantim

The date of this prospectus supplement is May 7, 2014.
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TABLE OF CONTENTS
Prospectus Supplement

Page

ABOUT THIS PROSPECTUS SUPPLEMENT
S-ii

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
S-iii

PRESENTATION OF FINANCIAL AND OTHER INFORMATION
S-iv

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
S-v

SUMMARY
S-1

RISK FACTORS
S-19

USE OF PROCEEDS
S-23

CAPITALIZATION
S-24

EXCHANGE RATES
S-25

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL RESULTS FOR THE
THREE-MONTH PERIODS ENDED MARCH 31, 2014 AND 2013
S-26

DESCRIPTION OF THE NOTES
S-40

CLEARANCE AND SETTLEMENT
S-49

TAXATION
S-52

CERTAIN EMPLOYEE BENEFIT PLAN INVESTOR CONSIDERATIONS
S-59

UNDERWRITING (CONFLICT OF INTEREST)
S-60

EXPENSES
S-67

LEGAL MATTERS
S-68

EXPERTS
S-69

SERVICE OF PROCESS AND ENFORCEMENT OF JUDGMENTS
S-70
Prospectus

Page

ABOUT THIS PROSPECTUS
1

WHERE YOU CAN FIND MORE INFORMATION
2

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
3

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
4

FIBRIA CELULOSE
5

FIBRIA FINANCE
7

USE OF PROCEEDS
8

LEGAL OWNERSHIP OF DEBT SECURITIES
9
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DESCRIPTION OF THE DEBT SECURITIES
11

DESCRIPTION OF THE GUARANTEE
29

PLAN OF DISTRIBUTION
30

VALIDITY OF SECURITIES
31

EXPERTS
32

SERVICE OF PROCESS AND ENFORCEMENT OF JUDGMENTS
33
You should rely only on the information incorporated by reference or provided in this prospectus supplement and in the
accompanying prospectus. We have not, and the underwriters have not, authorized anyone to provide you with information that is
different from, or additional to, that contained in this prospectus supplement and the accompanying prospectus. This prospectus
supplement and the accompanying prospectus are an offer to sell or to buy only the securities referred to herein and may only be
used under circumstances and in jurisdictions where it is lawful to offer and sell the notes. You should not assume that the
information in this prospectus supplement or in the accompanying prospectus is accurate as of any date other than the date on the
front of those documents.
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ABOUT THIS PROSPECTUS SUPPLEMENT
This document consists of two parts. The first part is this prospectus supplement, which describes the specific terms of this offering of
notes by the issuer. The second part, the accompanying prospectus, represents more general information about this offering. Generally, when
we refer only to the "prospectus," we are referring to both parts combined and when we refer to the "accompanying prospectus," we are
referring to the base prospectus. If the description of this offering varies between this prospectus supplement and the accompanying
prospectus, you should rely on the information in this prospectus supplement.
We are responsible for the information contained and incorporated by reference in this prospectus supplement and in any related free
writing prospectus we prepare or authorize. The issuer and Fibria Celulose have not authorized anyone to give you any other information,
and we take no responsibility for any other information that others may give you. Neither the issuer nor Fibria Celulose is making an offer
to sell the notes in any jurisdiction where the offer is not permitted. You should not assume that the information in this prospectus
supplement, the accompanying prospectus or any document incorporated by reference is accurate as of any date other than the date of the
relevant document.
The representations, warranties and covenants made by us in any agreement that is filed as an exhibit to any document that is
incorporated by reference in this prospectus supplement and the accompanying prospectus were made solely for the benefit of the parties to
such agreement, including, in some cases, for the purpose of allocating risk among the parties to such agreements, and should not be deemed
to be a representation, warranty or covenant to you. Moreover, such representations, warranties or covenants were accurate only as of the
date when made. Accordingly, such representations, warranties and covenants should not be relied on as accurately representing the current
state of our affairs.
The information in this prospectus supplement is accurate as of the date on the front cover. You should not assume that the information
contained in this prospectus supplement is accurate as of any other date.
In this prospectus, unless otherwise indicated, references to:
·
"Fibria Finance" or the "issuer" means Fibria Overseas Finance Ltd.;
·
"Fibria Celulose" refers to Fibria Celulose S.A.; and
·
"Fibria," "our company," "we," "our," "ours," "us" or similar terms refer to Fibria Celulose together with its consolidated
subsidiaries and jointly controlled companies.
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INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The U.S. Securities and Exchange Commission, or the SEC, allows us to "incorporate by reference" information into this prospectus
supplement and the accompanying prospectus. This means that we can disclose important information to you by referring you to another
document filed by us separately with the SEC. The information incorporated by reference is considered to be a part of this prospectus
supplement and the accompanying prospectus, except for any information superseded by information that is included directly in this
prospectus supplement or incorporated by reference subsequent to the date of this prospectus supplement.
We incorporate by reference into this prospectus supplement the following documents listed below, which we have already filed with
or furnished to the SEC:
·
our annual report on Form 20-F for the fiscal year ended December 31, 2013, which we filed with the SEC on February 28,
2014 (File No. 001-15018), which we refer to as our 2013 Annual Report;
·
any future annual reports on Form 20-F that we file with the SEC after the date of this prospectus supplement and prior to
the termination of the offering of the securities offered by this prospectus supplement;
·
our current report on Form 6-K furnished to the SEC on April 24, 2014 (File No. 001-15018), containing our unaudited
consolidated interim financial statements as of March 31, 2014 and for the three-month periods ended March 31, 2014 and
2013, which we refer to as our First Quarter Form 6-K;
·
our current report on Form 6-K furnished to the SEC on May 1, 2014 (File No. 001-15018), containing a statement
regarding the computation of our ratio of earnings to fixed charges; and
·
any future reports on Form 6-K that we submit to the SEC after the date of this prospectus supplement that are identified in
such reports as being incorporated by reference in this prospectus supplement or the accompanying prospectus.
We will provide without charge to each person to whom this prospectus supplement has been delivered, upon the written or oral
request of any such person to us, a copy of any or all of the documents referred to above that have been or may be incorporated into this
prospectus by reference, including exhibits to such documents. Requests for such copies should be directed to:
Fibria Celulose S.A.
Attn: Investor Relations Department
Alameda Santos, 1357--6th floor
01419-908, São Paulo, SP
Brazil
Telephone +55 11 2138-4565
To the extent there is a conflict between the information contained in this prospectus supplement and the accompanying prospectus or
any document incorporated by reference herein or therein, you should rely on the information in this prospectus supplement, provided that if
any statement in one of these documents is inconsistent with a statement in another document having a later date--for example, a document
incorporated by reference in this prospectus supplement--the statement in the document having the later date modifies or supersedes the
earlier statement. Any statement so modified or superseded will not be deemed, except as so modified or superseded, to constitute part of
this prospectus supplement.
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PRESENTATION OF FINANCIAL AND OTHER INFORMATION
All references herein to the "real," "reais" or "R$" are to the Brazilian real, the official currency of Brazil. All references to "U.S.
dollars," "dollars" or "U.S.$" are to United States dollars.
We maintain our books and records in reais. Our consolidated financial statements as of December 31, 2013, December 31, 2012 and
January 1, 2012, and for each of the three years ended December 31, 2013, which are incorporated by reference in this prospectus
supplement by reference to our 2013 Annual Report, have been prepared in accordance with International Financial Reporting Standards,
or IFRS, as issued by the International Accounting Standards Board, or the IASB, and have been audited, as stated in the report appearing
in our 2013 Annual Report. Our unaudited consolidated interim financial statements as of March 31, 2014 and for the three-month periods
ended March 31, 2014 and 2013, which are incorporated by reference in this prospectus supplement by reference to our First Quarter
Form 6-K have been prepared in accordance with IAS 34--"Interim Financial Reporting," as issued by IASB. The preparation of financial
statements in conformity with IFRS requires the use of certain critical accounting estimates. It also requires management to exercise its
judgment in the process of applying our accounting policies. Those areas involving a higher degree of judgment or complexity, or areas
where assumptions and estimates are significant to the consolidated financial statements are disclosed in note 3 to our audited consolidated
financial statements, which are incorporated by reference in this prospectus supplement by reference to our 2013 Annual Report.
The financial information of our company included in this prospectus supplement and the accompanying prospectus should be read in
conjunction with, and is qualified in its entirety by, our (1) audited consolidated financial statements and "Item 5. Operating and Financial
Review and Prospects" included in our 2013 Annual Report, (2) our unaudited consolidated interim financial statements included in our
First Quarter Form 6-K and (3) the "Management's Discussion and Analysis of Financial Results for the Three-Month Periods Ended
March 31, 2014 and 2013" section in this prospectus supplement.
Market Information
We make statements in this prospectus supplement and the accompanying prospectus about our competitive position and market share
in, and the market size of, the pulp and paper industry. We have made these statements on the basis of statistics and other information from
third-party sources that we believe are reliable. We derive this third-party information principally from reports published by the Brazilian
Association of Pulp and Paper (Bracelpa--Associação Brasileira de Celulose e Papel), or Bracelpa, as well as by Resource Information
Systems Inc., or RISI, Pulp and Paper Product Council, or the PPPC, and Hawkins Wright, which are specialized consultants in the pulp
market. Although we have no reason to believe that any of this information or these reports are inaccurate in any material respect, we have
not independently verified the competitive position, market share, market size or market growth data provided by third parties or by
industry or general publications.
Rounding and Other Information
Some percentages and certain figures included in this prospectus supplement have been subject to rounding adjustments. Accordingly,
figures shown as totals in certain tables in this prospectus supplement may not be an arithmetic aggregation of the figures that precede them.
As used in this prospectus supplement:
·
"installed capacity" means the annual projected capacity for a particular facility (excluding the portion that is not
attributable to our participation in a facility owned by a joint venture), calculated assuming operations for 24 hours each day
of a year and deducting scheduled downtime for regular maintenance;
·
"ton" means a metric ton, which is equal to 1,000 kilograms or 2,204.62 pounds;
·
one "hectare" equals approximately 2.471 acres;
·
references to "Brazil" are to the Federative Republic of Brazil; and
·
the phrase "Brazilian government" refers to the federal government of Brazil.
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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This prospectus supplement and the accompanying prospectus contain forward-looking statements related to our plans, expectations
regarding future events, business strategies and prospects that are subject to risks and uncertainties. These forward-looking statements are
set forth under "Item 3. Key Information--D. Risk Factors," "Item 4. Information on Fibria" and "Item 5. Operating and Financial Review
and Prospects" in our 2013 Annual Report, which is incorporated by reference into this prospectus supplement and the accompanying
prospectus. Some of the matters discussed concerning our business operations and financial performance include forward-looking
statements within the meaning of the U.S. Securities Act of 1933, as amended, or the Securities Act, and the U.S. Securities Exchange Act
of 1934, as amended, or the Exchange Act.
We have based these forward-looking statements largely on our current expectations and estimates about future events and financial
trends, which affect or may affect our business and results of operations. Although we believe that these forward-looking statements are
based upon reasonable assumptions, these statements are subject to several risks and uncertainties and are made in light of information
currently available to us. It is possible that our future performance may differ materially from our current assessments due to a number of
factors, including the following:
·
our direction and future operation;
·
the implementation of our principal operating strategies, including our potential participation in acquisition or joint venture
transactions or other investment opportunities;
·
general economic, political and business conditions, both in Brazil and in our principal export markets;
·
industry trends and the general level of demand for, and change in the market prices of, our products;
·
existing and future governmental regulation, including tax, labor, pension and environmental laws and regulations and import
tariffs in Brazil and in other markets in which we operate or to which we export our products;
·
the competitive nature of the industry in which we operate;
·
our level of capitalization, including the levels of our indebtedness and overall leverage;
·
the cost and availability of financing;
·
our compliance with the covenants contained in the instruments governing our indebtedness;
·
the implementation of our financing strategy and capital expenditure plans;
·
interest rate fluctuations, inflation and fluctuations in currency exchange rates, including the Brazilian real and the U.S.
dollar;
·
legal and administrative proceedings to which we are or may become a party;
·
the volatility of the prices of the raw materials we sell or purchase to use in our business;
·
other statements included or incorporated in this prospectus supplement and the accompanying prospectus that are not
historical; and
·
risk factors discussed under "Item 3. Key Information--D. Risk Factors" of our 2013 Annual Report, which is incorporated
by reference herein.
The words "believe," "may," "could," "will," "should," "would," "estimate," "continue," "plan," "anticipate," "intend," "expect" and
similar words are intended to identify estimates and forward-looking statements. Estimates and forward-looking statements speak only as
of the date they were
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made, and we undertake no obligation to update or to review any estimate and/or forward-looking statement because of new information,
future events or other factors. Estimates and forward-looking statements involve risks and uncertainties and are not guarantees of future
performance. Our future results may differ materially from those expressed in these estimates and forward-looking statements. In light of the
risks and uncertainties described above, the estimates and forward-looking statements discussed in this prospectus supplement and the
accompanying prospectus might not occur and our future results and our performance may differ materially from those expressed in these
forward-looking statements due to, inclusive of, but not limited to, the factors mentioned above. As a result of these risks and uncertainties,
investors should not base their decisions to invest in this offering on these estimates or forward-looking statements.
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