Obbligazione Suzano Austria GesmbH 7% ( US86964WAB81 ) in USD

Emittente Suzano Austria GesmbH
Prezzo di mercato refresh price now   100 USD  ▼ 
Paese  Brasile
Codice isin  US86964WAB81 ( in USD )
Tasso d'interesse 7% per anno ( pagato 2 volte l'anno)
Scadenza 15/03/2047



Prospetto opuscolo dell'obbligazione Suzano Austria GmbH US86964WAB81 en USD 7%, scadenza 15/03/2047


Importo minimo 200 000 USD
Importo totale 1 250 000 000 USD
Cusip 86964WAB8
Standard & Poor's ( S&P ) rating BBB- ( Lower medium grade - Investment-grade )
Moody's rating N/A
Coupon successivo 16/09/2025 ( In 75 giorni )
Descrizione dettagliata Suzano Austria GmbH è una filiale europea di Suzano, una delle maggiori aziende produttrici di pasta di cellulosa al mondo, con sede in Austria e focalizzata sulla vendita e distribuzione di prodotti cellulosici.

The Obbligazione issued by Suzano Austria GesmbH ( Brazil ) , in USD, with the ISIN code US86964WAB81, pays a coupon of 7% per year.
The coupons are paid 2 times per year and the Obbligazione maturity is 15/03/2047
The Obbligazione issued by Suzano Austria GesmbH ( Brazil ) , in USD, with the ISIN code US86964WAB81, was rated BBB- ( Lower medium grade - Investment-grade ) by Standard & Poor's ( S&P ) credit rating agency.








Suzano Austria GmbH
(incorporated as a limited liability company in the Republic of Austria)
U.S.$ 500,000,000 7.000% Senior Notes Due 2047
Guaranteed by
Suzano Papel e Celulose S.A.
(incorporated in the Federative Republic of Brazil)

Issue Price for Reopened 2047 Notes: 101.842% plus accrued interest from September 16, 2018


Suzano Austria GmbH, the Issuer, a company incorporated as a limited liability company under the laws of the Republic of Austria on
December 8, 1987, is offering U.S.$ 500,000,000 million aggregate principal amount of 7.000% Senior Notes due 2047, (the "Notes"). The
Notes will be unconditionally and irrevocably guaranteed by Suzano Papel e Celulose S.A., the parent company of the Issuer, a corporation
(sociedade por ações) organized under the laws of the Federative Republic of Brazil ("Suzano"), pursuant to the Note Guarantee (as defined
below).
The Notes are being offered as a further issuance of the Issuer's 7.000% Senior Notes due 2047, and will be consolidated with, and form a
single series with, the U.S.$300,000,000 principal amount of notes that were originally issued on March 16, 2017, which were later reopened in
September 2017 in an initial aggregate principal amount of U.S.$200,000,000, for a total outstanding aggregate principal amount of
U.S.$500,000,000, or the "Original Notes". The Notes will mature on March 16, 2047. Interest on the Notes will be paid on March 16 and
September 16, commencing on March 16, 2019. The Notes will bear interest at a rate equal to 7.000% per annum. Prior to September 16, 2046,
the Issuer may redeem the Notes in whole at any time, or in part from time to time, at a redemption price based on a "make-whole" premium,
plus accrued and unpaid interest, if any, to the redemption date. The Issuer will also have the right, at any time on or after the Par Call Date (as
defined below), to redeem the Notes, in whole or in part and from time to time, at a redemption price equal to 100% of the principal amount of
the Notes being redeemed plus accrued and unpaid interest on the principal amount of the Notes being redeemed to such redemption date. The
Notes may also be redeemed, in whole or in part, at 100% of their principal amount, plus accrued and unpaid interest, if any, to the redemption
date, in the event of certain changes in tax laws, as set forth in this listing memorandum. Purchasers of Notes will be required to pay accrued
interest totaling U.S.$ 10.30 per U.S.$1,000 principal amount of Notes, from and including September 16, 2018 up to (but excluding)
November 9, 2018, the date we expect to deliver the Notes. The Notes will have terms identical to the Original Notes, other than the issue date
and offering price.
The Notes will become full fungible with the Original Notes following the termination of certain U.S. selling restrictions. See "Listing and
General Information."
The Notes will be the Issuer's senior unsecured obligations and will rank equally with all of the Issuer's other unsecured senior
indebtedness and senior to all of the Issuer's subordinated indebtedness. The Note Guarantee will be senior unsecured obligations of the
Guarantor and will rank equally with all of the Guarantor's respective other senior unsecured indebtedness and senior to all of the Guarantor's
respective subordinated indebtedness. The Notes and the Note Guarantee will be effectively subordinated in right of payment to all of the
Issuer's and the Guarantor's secured indebtedness, and the Notes and the Note Guarantee will also be effectively subordinated in right of
payment to all liabilities, including trade payables, of the subsidiaries of the Guarantor (other than the Issuer). For a more detailed description
of the Notes and the Note Guarantee, see "Description of the Notes."
Application has been made to admit the Notes to listing on the Official List of the Luxembourg Stock Exchange and to trading the notes
on the Euro MTF market.. This listing memorandum constitutes a prospectus for purposes of Part IV of the Luxembourg law on prospectuses
for securities dated July 10, 2005, as amended.
Investing in the Notes involves risks that are described in the "Risk Factors" section beginning on page 8 of this listing
memorandum.
The Notes and the Note Guarantee have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended, or the
Securities Act, or the securities laws of any state or any other jurisdiction and may not be offered or sold in the United States or to, or for the
account or benefit of, U.S. persons (as defined in Regulation S under the Securities Act, or "Regulation S"), except in transactions exempt
from, or not subject to, the registration requirements of the Securities Act. Accordingly, the Notes are being offered and sold only to qualified
institutional buyers in accordance with Rule 144A under the Securities Act, or Rule 144A, and outside the United States to non-U.S. persons in
reliance on Regulation S. Prospective purchasers that are qualified institutional buyers are hereby notified that the seller of the Notes may be
relying on the exemption from the provisions of Section 5 of the Securities Act provided by Rule 144A. For a description of certain restrictions
on transfer of the Notes, see "Transfer Restrictions." In addition, during the periods subject to certain U.S. selling restrictions, the Notes offered
pursuant to Regulation S will have temporary CUSIPs and ISINs.







The delivery of the Notes was made to investors in book-entry form through The Depository Trust Company, or DTC, and its participants,
including Clearstream Banking S.A. and the Euroclear System, on November 9, 2018.


Global Coordinators & Joint Bookrunners


BNP PARIBAS
J.P. Morgan

Mizuho Securities

Rabo Securities



Joint Bookrunners



BofA Merrill
BB Securities
Bradesco BBI
BTG
Lynch
Pactual
Itaú BBA
MUFG

Natixis

Scotiabank
SMBC NIKKO




Co-Managers



Credit Agricole
ABN AMRO
ING
CIB


The date of this listing memorandum is November 22, 2018.







TABLE OF CONTENTS

FORWARD-LOOKING STATEMENTS .................... v
MANAGEMENT'S DISCUSSION AND
ANALYSIS OF FINANCIAL CONDITION AND
INCORPORATION OF CERTAIN
RESULTS OF OPERATIONS ................................... 53
DOCUMENTS BY REFERENCE ............................. vii


BUSINESS ................................................................. 77
ENFORCEMENT OF JUDGMENTS ......................... ix


MANAGEMENT ...................................................... 104
LIMITATIONS BY AUSTRIAN CAPITAL

MAINTENANCE RULES AND CERTAIN
PRINCIPAL SHAREHOLDERS ............................. 114
INSOLVENCY LAW CONSIDERATIONS .............. xi
RELATED PARTY TRANSACTIONS ................... 116
PRESENTATION OF FINANCIAL AND OTHER
DESCRIPTION OF THE NOTES ............................ 117
INFORMATION ........................................................ xv


TAXATION .............................................................. 147
SUMMARY ................................................................. 1


THE OFFERING .......................................................... 4
CERTAIN ERISA CONSIDERATIONS ................. 156


PLAN OF DISTRIBUTION ..................................... 157
RISK FACTORS .......................................................... 8


TRANSFER RESTRICTIONS ................................. 163
THE MERGER ........................................................... 27


LISTING AND GENERAL INFORMATION ......... 166
EXCHANGE RATES ................................................. 33


RESPONSIBLE PERSONS ...................................... 167
USE OF PROCEEDS ................................................. 35


LEGAL MATTERS .................................................. 168
CAPITALIZATION ................................................... 36


SELECTED FINANCIAL DATA .............................. 37
INDEPENDENT AUDITORS .................................. 169


INDEX TO FINANCIAL STATEMENTS ............... F-1
UNAUDITED PRO FORMA CONDENSED

CONSOLIDATED FINANCIAL INFORMATION .. 43
EXHIBIT A............................................................ F-140

____________
Unless otherwise indicated or the context otherwise requires, all references in this listing memorandum to:
· "we," "our," "us," and "Suzano" are to Suzano Papel e Celulose S.A., a corporation (sociedade por
ações) organized under the laws of Brazil and its subsidiaries (except when the context clearly
indicates otherwise);
· "Issuer" are to Suzano Austria GmbH, a company incorporated with limited liability under the laws of
Austria;
· the "Original Notes" are to the U.S.$300,000,000 7.000% Senior Notes due 2047 issued by the Issuer
on March 16, 2017, which were later reopened in September 2017 in an initial aggregate principal
amount of U.S.$200,000,000, for a total outstanding aggregate principal amount of U.S.$500,000,000;
· the "Notes" are to the U.S.$ 500,000,000 7.000% Senior Notes due 2047 offered by the Issuer
hereunder;
· "Fibria" are to Fibria Celulose S.A., a corporation (sociedade por ações) organized under the laws of
Brazil and its subsidiaries (except where the context clearly indicates otherwise);
· "Guarantor" are to Suzano;
· "Austria" are to the Republic of Austria; and
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· "Brazil" are to the Federative Republic of Brazil.
____________
This listing memorandum does not constitute an offer to sell, or a solicitation of an offer to buy, any
Notes offered hereby by any person in any jurisdiction in which it is unlawful for such person to make an
offer or solicitation. Neither the delivery of this listing memorandum nor any sale made hereunder shall
under any circumstances imply that there has been no change in our affairs or the affairs of our subsidiaries
or that the information set forth in this listing memorandum is correct as of any date subsequent to the date
of this listing memorandum.
____________
BNP Paribas Securities Corp., J.P. Morgan Securities LLC, Mizuho Securities USA LLC, Rabo Securities
USA, Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, MUFG Securities Americas Inc., Natixis Securities
Americas LLC, Scotia Capital (USA) Inc., SMBC Nikko Securities America, Inc., ABN AMRO Securities (USA)
LLC, Credit Agricole Securities (USA) Inc. and ING Financial Markets LLC will act as initial purchasers, or the
Initial Purchasers, with respect to the offering of the Notes. This listing memorandum does not constitute an offer to
any other person or to the public in general to subscribe for or otherwise acquire the Notes. You are authorized to
use this listing memorandum solely for the purpose of considering the purchase of the Notes.
The Initial Purchasers make no representation or warranty, express or implied, as to the accuracy or
completeness of the information contained in this listing memorandum. Nothing contained in this listing
memorandum is, or shall be relied upon as, a promise or representation by the Initial Purchasers.
None of the U.S. Securities and Exchange Commission, or the SEC, any state securities commission or any
other regulatory authority, has approved or disapproved the Notes or the Note Guarantee nor have any of the
foregoing authorities passed upon or endorsed the merits of this offering or the accuracy or adequacy of this listing
memorandum. Any representation to the contrary is a criminal offense.
Application has been made to admit the Notes to listing on the Official List of the Luxembourg Stock
Exchange and to trading the Notes on the Euro MTF market. The Luxembourg Stock Exchange's Euro MTF
Market takes no responsibility for the contents of this listing memorandum, makes no representations as to its
accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in
reliance upon the whole or any part of the contents of this listing memorandum.
You must (1) comply with all applicable laws and regulations in force in any jurisdiction in connection
with the possession or distribution of this listing memorandum and the purchase, offer or sale of the Notes and
(2) obtain any required consent, approval or permission for the purchase, offer or sale by you of the Notes under the
laws and regulations applicable to you in force in any jurisdiction to which you are subject or in which you make
such purchases, offers or sales, and neither we nor the Initial Purchasers or their agents have any responsibility
therefor. The Notes are subject to restrictions on transferability and resale, and may not be transferred or resold
except as permitted under the Securities Act and the applicable state securities laws pursuant to registration or
exemption therefrom. As a prospective purchaser, you should be aware that you may be required to bear the
financial risks of this investment for an indefinite period of time. Please refer to the sections in this listing
memorandum entitled "Risk Factors," "Plan of Distribution" and "Transfer Restrictions."
You acknowledge that:
· you have been afforded an opportunity to request from us, and to review, all additional information
considered by you to be necessary to verify the accuracy of, or to supplement, the information
contained in this listing memorandum;
· you have not relied on the Initial Purchasers or their agents or any person affiliated with the Initial
Purchasers or their agents in connection with your investigation of the accuracy of such information or
your investment decision; and
ii








· no person has been authorized to give any information or to make any representation concerning us or
the Notes other than those as set forth in this listing memorandum. If given or made, any such other
information or representation should not be relied upon as having been authorized by us, the Initial
Purchasers or their agents.
In making an investment decision, you must rely on your own examination of our business and the
terms of this offering, including the merits and risks involved. The Notes have not been recommended by any
federal or state securities commission or regulatory authority. Furthermore, these authorities have not
confirmed the accuracy or determined the adequacy of this listing memorandum. Any representation to the
contrary is a criminal offense.
The offering is being made in reliance upon an exemption from registration under the Securities Act
for an offer and sale of securities that does not involve a public offering. The Notes are subject to restrictions
on transferability and resale and may not be transferred or resold except as permitted under the Securities
Act and applicable state securities laws, pursuant to registration or exemption therefrom. In making your
purchase, you will be deemed to have made certain acknowledgments, representations and agreements set
forth in this listing memorandum under the caption "Transfer Restrictions." You should be aware that you
may be required to bear the financial risks of this investment for an indefinite period of time.
This listing memorandum may only be used for the purpose for which it has been published. None of
the Initial Purchasers or any of their agents are making any representation or warranty as to the accuracy or
completeness of the information contained in this listing memorandum, and nothing contained in this listing
memorandum is, or shall be relied upon as, a promise or representation, whether as to the past or the future.
None of the Initial Purchasers or any of their agents assumes responsibility for the accuracy or completeness
of the information contained in this listing memorandum.
We and the Initial Purchasers reserve the right to reject any offer to purchase, in whole or in part, and for
any reason, the Notes offered hereby. We and the Initial Purchasers also reserve the right to sell or place less than
all of the Notes offered hereby.
NOTICE TO INVESTORS IN AUSTRIA
This listing memorandum has not been and will not be (i) approved (gebilligt) by the Austrian Financial
Markets Authority (Finanzmarktaufsichtsbehörde ­ FMA) or published (veröffentlicht) in accordance with the
Austrian Capital Market Act (Kapitalmarktgesetz), as amended, or (ii) deposited (hinterlegt) with the
Oesterreichische Kontrollbank Aktiengesellschaft. The offer of the Notes is not a public offering subject to an
obligation to publish a prospectus in accordance with the Austrian Capital Market Act. This listing memorandum
will not be passported as a prospectus into Austria via the competent authority of another member state of the
European Economic Area ("EEA"). This listing memorandum has been prepared on the basis that any offer of the
Notes in Austria or an invitation to submit an offer for purchase of Notes will be made on the basis of an exemption
from the obligation to publish a prospectus pursuant to § 3 of the Austrian Capital Markets Act. This listing
memorandum shall not be circulated or publicly distributed in Austria or to Austrian investors. No public
advertisement for an offer of the Notes may be made or carried out in Austria.
NOTICE TO PROSPECTIVE INVESTORS WITHIN BRAZIL
THE NOTES (AND THE RELATED NOTE GUARANTEE) HAVE NOT BEEN, AND WILL NOT BE,
REGISTERED WITH THE BRAZILIAN SECURITIES COMMISSION (COMISSÃO DE VALORES
MOBILIÁRIOS), OR THE CVM. THE NOTES (AND THE RELATED NOTE GUARANTEE) MAY NOT BE
OFFERED OR SOLD IN BRAZIL, EXCEPT IN CIRCUMSTANCES THAT DO NOT CONSTITUTE A PUBLIC
OFFERING OR UNAUTHORIZED DISTRIBUTION UNDER BRAZILIAN LAWS AND REGULATIONS. THE
NOTES (AND THE RELATED NOTE GUARANTEE) ARE NOT BEING OFFERED INTO BRAZIL.
DOCUMENTS RELATING TO THE OFFERING OF THE NOTES, AS WELL AS INFORMATION
CONTAINED THEREIN, MAY NOT BE SUPPLIED TO THE PUBLIC IN BRAZIL, NOR BE USED IN
CONNECTION WITH ANY PUBLIC OFFER FOR SUBSCRIPTION OR SALE OF THE NOTES TO THE
PUBLIC IN BRAZIL.
iii








____________
NOTICE TO PROSPECTIVE INVESTORS IN THE UNITED KINGDOM
This listing memorandum is for distribution only to and directed only at persons who (i) have professional
experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act
2000 (Financial Promotion) Order 2005 (the "Financial Promotion Order"), (ii) are persons falling within Article
49(2)(a) to (d) ("high net worth companies, unincorporated associations etc.") of the Financial Promotion Order, or
(iii) are outside the United Kingdom (all such persons together being referred to as "relevant persons"). This listing
memorandum is directed only at relevant persons and must not be acted on or relied on by persons who are not
relevant persons. Any investment or investment activity to which this listing memorandum relates is available only
to relevant persons and will be engaged in only with relevant persons.
NOTICE TO PROSPECTIVE INVESTORS IN THE EEA
The Notes are not intended to be offered, sold or otherwise made available to and should not be offered,
sold or otherwise made available to any retail investor in the EEA. For these purposes, a retail investor means a
person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as
amended, "MiFID II"); or (ii) a customer within the meaning of Directive (EU) 2016/97 (as amended, the
"Insurance Distribution Directive"), where that customer would not qualify as a professional client as defined in
point (10) of Article 4(1) of MiFID II. Consequently, no key information document required by Regulation (EU) No
1286/2014 (as amended, the "PRIIPs Regulation") for offering or selling the Notes or otherwise making them
available to retail investors in the EEA has been prepared and therefore offering or selling the Notes or otherwise
making them available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation.


iv








FORWARD-LOOKING STATEMENTS
This listing memorandum and the other documents incorporated by reference into this listing memorandum
contain or may contain "forward-looking statements" within the meaning of the Securities Act and U.S. Securities
Exchange Act of 1934, or the "Exchange Act." Forward looking terms such as "may," "will," "could," "should,"
"would," "plan," "potential," "intend," "anticipate," "project," "target," "believe," "estimate" or "expect" and other
words, terms and phrases of similar nature are often intended to identify forward-looking statements, although not
all forward-looking statements contain these identifying words. Forward-looking statements are statements which
are not historical fact and involve estimates, expectations, projections, goals, forecasts, assumptions, risks and
uncertainties. Such forward-looking statements may include, but are not limited to, statements related to:
· the Merger (as defined below) and the expected timing and satisfaction of conditions precedent prior to
the Merger Closing Date (as defined below), including among others, regulatory and governmental
approvals and other customary closing conditions;
· the impact of the Merger on Suzano's earnings, credit rating, market value and growth rate;
· the expectation that Suzano will have its American Depositary Shares, or "ADSs," listed on the New
York Stock Exchange, or "NYSE," in connection with the Merger;
· the expected strategic and integration opportunities and other synergies from the Merger and the
expected financial and other benefits therefrom;
· the future composition of Suzano's management team and directors and those of its subsidiaries,
including, after the Merger Closing Date, Fibria;
· the future growth opportunities, expected earnings, expected capital expenditures, future financing
requirements and estimated future dividends or other distributions; and
· the expectation that Suzano and its subsidiaries will remain compliant with debt covenants and other
contractual obligations.
Forward-looking statements in this listing memorandum are based on current expectations and assumptions
made by the management of Suzano. Although the management of Suzano believes that the expectations and
assumptions on which such forward-looking statements are based are reasonable, undue reliance should not be
placed on the forward-looking statements. We can give no assurance that they will prove to be correct. Additionally,
forward-looking statements are subject to various risks and uncertainties which could cause actual results and
experience to differ materially from the anticipated results or expectations expressed in this listing memorandum.
Important factors that could cause actual results to differ materially from those indicated by such forward-looking
statements, or that could contribute to such differences, include, without limitation, the risks and uncertainties set
forth under the section entitled "Risk Factors." Some of the key risks and uncertainties include statements related to:
· Suzano's direction and future operation and the implementation of Suzano's principal operating
strategies;
· difficulties, unexpected costs and delays in integrating Suzano's and Fibria's businesses, business
models and cultures after the Merger and the inability to realize synergies, efficiencies or cost savings
from the Merger;
· the failure to obtain regulatory, stock exchange and other third-party approvals in a timely manner or
on conditions acceptable to the parties or the failure to satisfy other customary closing conditions or
the failure of the Merger to be completed for any other reason (or to be completed in a timely manner);
· fluctuation in value of the consideration to be paid to holders of Fibria Shares or Fibria ADSs (as
defined below) (including as a result of currency exchange fluctuations);
v








· general economic, political and business conditions, both in Brazil and in Suzano's and Fibria's
principal export markets;
· industry trends and the general level of demand for, and change in the market prices of, Suzano's and
Fibria's products;
· the performance of the Brazilian and world economies, including deterioration in world economic
conditions;
· existing and future governmental regulation, including tax, labor, pension and environmental laws and
regulations and export or import tariffs (as applicable) in Brazil and in other markets in which Suzano
and Fibria operate or to which Suzano and Fibria export their products;
· the competitive nature of the industries in which Suzano and Fibria operate;
· Suzano's level of capitalization, including the levels of Suzano's indebtedness and overall leverage;
· the cost and availability of financing;
· Suzano's acquisitions, joint ventures, strategic alliances or divestiture plans, and ability to successfully
integrate the operations of businesses or other assets that Suzano acquires, including through the
Merger;
· the implementation of Suzano's financing strategy and capital expenditure plans;
· inflation and fluctuations in currency exchange rates, including the Brazilian real and the U.S. dollar;
· legal and administrative proceedings to which Suzano or Fibria are or become party;
· the volatility of the prices of the raw materials Suzano and Fibria sell or purchase to use in their
businesses; and
· other statements included in this listing memorandum that are not historical.
The foregoing list is not intended to be exhaustive, and there may be other key risks that are not listed
above that are not presently known to us or that we currently deem immaterial. Should one or more of these or other
risks or uncertainties materialize, or should any of the underlying assumptions prove incorrect, actual results may
vary in material respects from those expressed or implied by the forward-looking statements made by us contained
in this listing memorandum. As a result of the foregoing, readers should not place undue reliance on the
forward-looking statements contained in this listing memorandum. The forward-looking statements contained in this
listing memorandum are expressly qualified in their entirety by the foregoing cautionary statements. All such
forward-looking statements are based upon information available as of the date of this listing memorandum or other
specified date and speak only as of such date. Suzano disclaims any intention or obligation to update or revise any
forward-looking statements in this listing memorandum as a result of new information or future events, except as
may be required under applicable securities law.


vi








INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
This listing memorandum incorporates important business and financial information about us and Fibria
that is not included in or delivered with the listing memorandum. The U.S. Securities and Exchange Commission, or
the "SEC", allows us to "incorporate by reference" information filed with the SEC, which means that we can
disclose important information to you by referring you to those documents. The information incorporated by
reference is considered to be part of this listing memorandum, and certain later information that we or Fibria file
with the SEC will automatically update and supersede this information. We incorporate by reference the following
documents:
· Fibria's annual report on Form 20-F for the year ended December 31, 2017, filed with the SEC on
February 27, 2018 (SEC File No. 001-15018), which we refer to as the "Fibria 2017 Form 20-F";
· Our submission on Form 6-K furnished to the SEC on October 25, 2018 (SEC File No. 333-226596)
with respect to the integral reduction of the existing firm financial commitment with certain
international financial institutions to finance the cash portion of the Merger, whose disbursement was
subject, among other conditions, to the consummation of the Merger;
· Fibria's submission on Form 6-K furnished to the SEC on October 24, 2018 (SEC File No.
001-15018), except for pages 2 and 3 of the document, containing Fibria's unaudited condensed
consolidated interim financial information at September 30, 2018, which we refer to as the "Fibria
Unaudited Interim Financial Statements";
· Our submission on Form 6-K furnished to the SEC on October 12, 2018 (SEC File No. 333-226596)
with respect to the approval of the Merger by the Brazilian competition authority;
· Fibria's submission on Form 6-K furnished to the SEC on October 3, 2018 (SEC File No. 001-15018)
with respect to the approval, on the respective General Meetings of CRAs holders of the waiver to the
rights to declare the early maturity of the Agribusiness Receivables Certificates ("CRAs") resulting
from the Merger for six of nine current series, upon the payment of a premium, on the date of the
eventual consummation of the Corporate Reorganization, of forty hundredths percent (0.40%) of the
updated nominal value of the respective series on the dates of the AGCs, to all holders of CRAs of the
approved series. The principal amount of these six series which waivers were approved sum a total of
R$3.3 billion and the premium payment will be in an estimated total amount of R$14 million;
· Our submission on Form 6-K furnished to the SEC on September 26, 2018 (SEC File No. 333-226596)
with respect to the reduction of the existing firm financial commitment with certain international
financial institutions to finance the cash portion of the Merger, whose disbursement is subject, among
other conditions, to the consummation of the Merger;
· Our submission on Form 6-K furnished to the SEC on September 18, 2018 (SEC File No. 333-226596)
with respect to the launch and pricing of U.S.$1,000,000,000 of Senior Notes through the Issuer;
· Our submission on Form 6-K furnished to the SEC on September 14, 2018 (SEC File No. 333-226596)
with respect to the approval of the Merger by each of Suzano and Fibria's extraordinary shareholders'
meetings;
· Our submission on Form 6-K furnished to the SEC on September 7, 2018 (SEC File No. 333-226596)
with respect to approval of the Merger by the Turkish competition authority;
· Fibria's submission on Form 6-K furnished to the SEC on September 5, 2018 (SEC File No. 001-
15018) with respect to the Brazilian Securities Commission's (Comissão de Valores Mobiliários)
decision to reject the request by minority shareholders to postpone Fibria's shareholders' meeting
relating to the approval of the Merger;
vii








· Our submission on Form 6-K furnished to the SEC on September 4, 2018 (SEC File No. 333-226596)
with respect to the Issuer's acquisition of certain rural areas and forests that are the subject matter of a
purchase option agreement with Duratex S.A.; and
· Our submission on Form 6-K furnished to the SEC on August 31, 2018 (SEC File No. 333-226596)
with respect to approval of the Merger by the Chinese competition authority.
Any statement contained in a document incorporated or deemed to be incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this listing memorandum to the extent that a statement
contained in this listing memorandum modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to constitute a part of this listing
memorandum.
These documents are available on the SEC's website at www.sec.gov and from other sources. You may
read and copy any materials filed with the SEC at the SEC's Public Reference Room at 100 F Street, N.E.,
Washington, D.C. 20549. You may obtain information on the operation of the Public Reference Room by calling the
SEC at 1-800-SEC-0330. Additionally, the SEC maintains an Internet site that contains reports, proxy and
information statements, and other information regarding issuers that file electronically with the SEC
(http://www.sec.gov). These documents will also be available free of charge at the offices of a paying agent.
Information contained on our website is not incorporated by reference in, and shall not be considered a part
of, this listing memorandum.


viii




Document Outline