Obbligazione Klabine 7% ( USA35155AB50 ) in USD

Emittente Klabine
Prezzo di mercato refresh price now   100 USD  ▲ 
Paese  Brasile
Codice isin  USA35155AB50 ( in USD )
Tasso d'interesse 7% per anno ( pagato 2 volte l'anno)
Scadenza 02/04/2049



Prospetto opuscolo dell'obbligazione Klabin USA35155AB50 en USD 7%, scadenza 02/04/2049


Importo minimo 200 000 USD
Importo totale 700 000 000 USD
Cusip A35155AB5
Standard & Poor's ( S&P ) rating BB+ ( Non-investment grade speculative )
Moody's rating N/A
Coupon successivo 03/10/2026 ( In 182 giorni )
Descrizione dettagliata Klabin è una delle maggiori produttrici di carta e cartone del Brasile, operante a livello internazionale.

Un'analisi dettagliata di un'obbligazione emessa da Klabin, identificata dai codici ISIN USA35155AB50 e CUSIP A35155AB5, rivela una proposta di investimento significativa nel panorama del debito aziendale; Klabin, gigante brasiliano dell'industria della cellulosa, della carta e degli imballaggi, rinomata per la sua leadership e le sue pratiche sostenibili nel suo paese d'emissione, il Brasile, ha strutturato questa emissione denominata in Dollari Statunitensi (USD), attualmente quotata al 100% del suo valore nominale sul mercato, che offre un tasso di interesse annuale del 7%, con pagamenti previsti con frequenza semestrale, garantendo un flusso di reddito regolare fino alla sua data di scadenza fissata al 2 aprile 2049; il volume complessivo dell'emissione ammonta a 700.000.000 USD, con un lotto minimo di acquisto stabilito a 200.000 USD, indicando una tipologia di investimento rivolta prevalentemente a investitori istituzionali o con portafogli consistenti, mentre la solvenza dell'emittente è valutata da Standard & Poor's con un rating di BB+, che si colloca nella categoria 'non-investment grade' ma è il più alto all'interno di questa classificazione, suggerendo un rischio di credito moderato ma da monitorare attentamente nel contesto del mercato obbligazionario.








OFFERING MEMORANDUM




Klabin Austria GmbH

(Incorporated in Austria)

U.S.$700,000,000 7.000% Notes due 2049

Unconditionally Guaranteed by
Klabin S.A.
(Incorporated in the Federative Republic of Brazil)

Klabin Austria GmbH, or the issuer, organized and existing as a limited liability company (Gesellschaft mit beschränkter Haftung) under the laws of Austria, has offered a total of
U.S.$700,000,000 in aggregate principal amount of 7.000% senior notes due 2049, through (i) an offering on April 3, 2019 of U.S.$500,000,000 in aggregate principal amount of 7.000% senior notes
due 2049, or the initial notes, and (ii) an offering on January 15, 2020 of U.S.$200,000,000 in aggregate principal amount of 7.000% senior notes due 2049, or the additional notes. The initial notes and
the additional notes are collectively referred to as the notes.

The notes are unconditionally and irrevocably guaranteed by Klabin S.A., or the guarantor or Klabin, a corporation (sociedade anônima) organized and existing under the laws of the Federative
Republic of Brazil.

The additional notes were offered as a further issuance of and are consolidated and form a single fungible series with the initial notes. The additional notes have terms identical to the initial
notes, other than the issue date, issue price and first interest payment date. The additional notes became fully fungible with the initial notes following the termination of certain U.S. selling restrictions.
See "Listing and General Information."

Interest on the notes accrues at a rate of 7.000% per annum and is payable semi-annually in arrears on April 3 and October 3, commencing on April 3, 2020. Unless previously redeemed or
purchased and in each case cancelled, the notes will mature on April 3, 2049.

The issuer may, at its option, redeem the notes, in whole or in part, at any time, prior to October 3, 2048 (which is the date that is six months prior to the maturity of the notes), at the
redemption prices set forth in this offering memorandum, plus accrued and unpaid interest and additional amounts, if any, to but excluding the redemption date. If the redemption date of the notes is
on or after October 3, 2048, the redemption price will equal 100% of the principal amount of the notes, plus accrued and unpaid interest and additional amounts, if any, to, but excluding the
redemption date.

The notes may also be redeemed by the issuer or Klabin, in whole but not in part, at 100% of the principal amount of the notes, plus accrued interest and additional amounts, if any, at any time
upon the occurrence of specified tax events, as set forth in this offering memorandum. See "Description of the Notes--Redemption." If a specified change of control event as described in this offering
memorandum occurs, unless the issuer or Klabin has exercised its option to redeem the notes, the issuer will be required to offer to purchase the notes at 101% of the principal amount of the notes, plus
accrued and unpaid interest and additional amounts. The notes are senior unsecured obligations of the issuer, ranking equal in right of payment with all other existing and future senior unsecured debt
of the issuer, subject to certain statutory preferences under applicable law. The guarantee is a senior unsecured obligation of Klabin, ranking equal in right of payment with all other existing and future
senior unsecured debt of Klabin, subject to certain statutory preferences under applicable law.

The issuer has applied for the notes offered hereby to be admitted to listing on the Official List of the Luxembourg Stock Exchange and to trading on the Euro MTF Market operated by the
Luxembourg Stock Exchange. The Euro MTF Market is not a regulated market for the purposes of the Markets in Financial Instruments Directive (Directive 2004/39/EC). This offering memorandum
may be used only for the purposes for which it has been published and does not constitute a prospectus for the purposes of the Prospectus Regulation. This offering memorandum constitutes a
prospectus for purposes of Part IV of the Luxembourg law on prospectuses for securities dated July 16, 2019.

An investment in the notes involves risks. See "Risk Factors" beginning on page 21 of this offering memorandum for a discussion of certain risks that you should consider in
connection with an investment in the notes.
The notes and the guarantee have not been registered under the U.S. Securities Act of 1933, as amended, or the Securities Act, or any state securities laws and may not be offered or sold in the
United States or to 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 in accordance with 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."

Issue price for the initial notes: 98.460% plus accrued interest, if any, from April 3, 2019.
Issue price for the additional notes: 112.189% plus accrued interest from and including October 3, 2019.

Purchasers of the additional notes were required to pay accrued interest of U.S.$21.00 per U.S.$1,000 principal amount of additional notes, from and including October 3, 2019 up
to but excluding January 21, 2020, which is the date of delivery of the additional notes.

The initial purchasers of the initial notes delivered the initial notes to purchasers in book-entry form through 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, on or about April 3, 2019. The initial purchasers of the additional notes
delivered the additional notes to purchasers in book-entry form through 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, on or about January 21, 2020.


Joint Book-Running Managers for the initial notes
BofA
Mizuho
Merrill
Bradesco BBI
Citigroup
HSBC
Itaú BBA
Santander
Scotiabank
SMBC Nikko
Securities
Lynch
Joint Book-Running Managers for the additional notes

BofA Securities
Bradesco BBI
HSBC
Itaú BBA
J.P. Morgan

Co-Managers for the initial notes

Banco Safra
XP Investments


The date of this offering memorandum is August 10, 2020.


TABLE OF CONTENTS
Page
DOCUMENTS INCORPORATED BY REFERENCE ........................................................................................... VIII
ENFORCEABILITY OF CIVIL LIABILITIES ......................................................................................................... IX
CERTAIN INSOLVENCY LAW AND OTHER CONSIDERATIONS .................................................................. XII
PRESENTATION OF FINANCIAL AND OTHER INFORMATION ................................................................. XVII
FORWARD-LOOKING STATEMENTS AND ASSOCIATED RISKS ................................................................ XXI
SUMMARY .................................................................................................................................................................. 1
SUMMARY OF FINANCIAL AND OTHER INFORMATION ............................................................................... 19
RISK FACTORS ......................................................................................................................................................... 22
EXCHANGE RATES .................................................................................................................................................. 41
USE OF PROCEEDS .................................................................................................................................................. 42
CAPITALIZATION .................................................................................................................................................... 45
SELECTED CONSOLIDATED FINANCIAL DATA AND OTHER INFORMATION .......................................... 47
ISSUER CONSOLIDATED CONDENSED FINANCIAL INFORMATION ........................................................... 50
MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND
FINANCIAL CONDITION ................................................................................................................................. 52
BRAZILIAN PULP AND PAPER MARKET ............................................................................................................ 83
BUSINESS .................................................................................................................................................................. 92
OVERVIEW OF THE ISSUER ................................................................................................................................ 143
MANAGEMENT ...................................................................................................................................................... 144
PRINCIPAL SHAREHOLDERS .............................................................................................................................. 150
CERTAIN TRANSACTIONS WITH RELATED PARTIES ................................................................................... 152
DESCRIPTION OF THE NOTES ............................................................................................................................. 153
FORM OF THE NOTES ........................................................................................................................................... 174
TAXATION .............................................................................................................................................................. 177
ERISA AND CERTAIN OTHER CONSIDERATIONS .......................................................................................... 178
TRANSFER RESTRICTIONS .................................................................................................................................. 180
PLAN OF DISTRIBUTION ...................................................................................................................................... 184
LEGAL MATTERS .................................................................................................................................................. 193
INDEPENDENT AUDITORS .................................................................................................................................. 194
INDEX TO FINANCIAL STATEMENTS ................................................................................................................... 1
________________
Unless otherwise indicated or the context otherwise requires, all references in this offering memorandum to
"Klabin," the "Company," "we," "our," "ours," "us" or similar terms refer to Klabin S.A. together with its consolidated
subsidiaries. All references to the "issuer" and "Klabin Austria" are to Klabin Austria GmbH, a wholly owned finance
subsidiary of Klabin.
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In this offering memorandum, references to the initial purchasers of the initial notes are to Banco Bradesco
BBI S.A., Citigroup Global Markets Inc., HSBC Securities (USA) Inc., Itau BBA USA Securities Inc., Merrill Lynch,
Pierce, Fenner & Smith Incorporated, Santander Investment Securities Inc., Mizuho Securities USA LLC, Scotia
Capital (USA) Inc. and SMBC Nikko Securities America, Inc.
In this offering memorandum, references to the initial purchasers of the additional notes are to BofA
Securities, Inc., Banco Bradesco BBI S.A., HSBC Securities (USA) Inc., Itau BBA USA Securities, Inc. and J.P.
Morgan Securities LLC. Together, the initial purchasers of the initial notes and the initial purchasers of the additional
notes are called the initial purchasers.
In addition, the term "Brazil" refers to the Federative Republic of Brazil and the phrase "Brazilian
government" refers to the federal government of Brazil. The term "Central Bank" refers to the Central Bank of Brazil
(Banco Central do Brasil).
Except where otherwise specified or the context otherwise requires, in this offering memorandum:
· all references to "IBÁ" are to the Brazilian Tree Industry (Indústria Brasileira de Árvores);
· all references to "ABPO" are to the Brazilian Corrugated Carton Board Association (ABPO ­
Associação Brasileira do Papelão Ondulado);
· all references to "IPCA" are to the Extended National Consumer Price Index (Índice Nacional de
Preços ao Consumidor Amplo);
· all references to "Pöyry" are to Jaakko Pöyry NLK Inc., an independent consulting firm;
· all references to "RISI" are to RISI, Inc., an independent consulting firm;
· all references to the "FSC" are to the Forest Stewardship Council®, an international not-for-profit,
multi-stakeholder organization established in 1993 to promote responsible management of the world's
forests;
· all references to "OCC" are to old corrugated containers;
· all references to "coated board" are to a product resulting from joining various layers of paper and
overlays, which may be the same or different and which are held together by compression. The layers
may comprise virgin pulp and/or recycled paper and may include chemical products. Coated board is
used in packaging for frozen foods, liquids, powdered soap, medicines, grains and cosmetics, among
other uses;
· all references to "kraftliner" are to a paper made from virgin fiber that meets standards of mechanical
resistance in order to form the cover or core of corrugated boxes, or to be made into industrial bags (in
which case they are referred to as "sack kraft");
· all references to "corrugated boxes" are to a product resulting from joining three basic layers of paper
that are assembled such that the strength of the joined layers exceeds that of the sum of the strengths of
each of the individual layers alone. Corrugated boxes are used in secondary packaging for food,
hygiene and cleaning products, auto parts and electronics, among other uses;
· all references to "industrial bags" are to a product resulting from joining one or multiple basic layers of
paper that is folded, glued and stitched so as to constitute a sack or bag for packaging. Industrial bags
are used in the packaging of products for the civil construction industry (cement, lime and clay), food,
grains and chemicals, among other uses;
· all references to "tonne" are to a metric ton, which is equal to 1,000 kilograms or 2,204.62 pounds;
· all references to "hectare" mean approximately 2.471 acres;
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· all references to "kilogram" mean approximately 2.2 pounds;
· all references to "kilometer" mean approximately 0.621 miles;
· all references to "Angatuba Mill" are to the mill owned and operated by Klabin in the City of
Angatuba, State of São Paulo;
· all references to "Betim Mill" are to the mill owned and operated by Klabin in the City of Betim, State
of Minas Gerais;
· all references to "Correia Pinto Mill" are to the mill owned and operated by Klabin in the City of
Correia Pinto, State of Santa Catarina;
· all references to "Feira de Santana Mill" are to the mill owned and operated by Klabin in the City of
Feira de Santana, State of Bahia;
· all references to "Goiana Mill" are to the mill owned and operated by Klabin in the City of Goiana,
State of Pernambuco;
· all references to "Itajaí Mill" are to the mill owned and operated by Klabin in the City of Itajaí, State of
Santa Catarina;
· all references to "Jundiaí Mills" are to the two mills wholly owned and operated by Klabin in the City
of Jundiaí, State of São Paulo;
· all references to "Lages Mills" are to the two mills owned and operated by Klabin in the City of Lages,
State of Santa Catarina;
· all references to "Manaus Mill" are to the mill owned and operated by Klabin in the City of Manaus,
State of Amazonas;
· all references to "Monte Alegre Mill" are to the mill owned and operated by Klabin in the City of
Telêmaco Borba, State of Paraná;
· all references to "Ortigueira Mill" are to the mill owned and operated by Klabin in the City of
Ortigueira, State of Paraná;
· all references to "Otacílio Costa Mill" are to the mill owned and operated by Klabin in the City of
Otacílio Costa, State of Santa Catarina;
· all references to "Pílar Mill" are to the mill owned and operated by Klabin in the City of Pílar,
Argentina;
· all references to "Piracicaba Mill" are to the mill owned and operated by Klabin in the City of
Piracicaba, State of São Paulo;
· all references to "Rio Negro Mill" are to the mill owned and operated by Klabin in the City of Rio
Negro, State of Paraná;
· all references to "Vale do Corisco" are to Florestal Vale do Corisco S.A., located in the City of
Jaguariaíva, State of Paraná, jointly controlled by Klabin (51%) and Arauco Brasil (49%); and
· all references to "São Leopoldo Mill" are to the mill owned and operated by Klabin in the City of São
Leopoldo, State of Rio Grande do Sul.
We and the issuer, having made all reasonable inquiries, confirm that the information contained in this
offering memorandum with regard to us is true and accurate in all material respects, that the opinions and intentions
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expressed in this offering memorandum are honestly held, and that there are no other facts the omission of which
would make this offering memorandum as a whole or any of such information or the expression of any such opinions
or intentions misleading in any material respect. We and the issuer accept responsibility accordingly.
We and the issuer take responsibility for the correct reproduction and extraction of third-party information
in this offering memorandum.

We, the issuer and the initial purchasers have not authorized anyone to provide any information other
than that contained in this offering memorandum prepared by Klabin and the issuer or on Klabin and the
issuer's behalf. We, the issuer and the initial purchasers take no responsibility for, and can provide no
assurance as to the reliability of, any other information that others may give you. You should assume that the
information in this offering memorandum is accurate only as of the date on the front cover of this offering
memorandum, regardless of time of delivery of this offering memorandum or any sale of the notes. Our business,
financial condition, results of operations and prospects may change after the date on the front cover of this
offering memorandum. Neither we, the issuer nor the initial purchasers are making an offer to sell the notes in
any jurisdiction where the offer or sale is not permitted.
________________
The issuer is relying on exemptions from registration under the Securities Act for offers and sales of securities
that do not involve a public offering. The notes are subject to restrictions on transferability and resale and may not be
transferred or resold in the United States, except as permitted under the Securities Act and applicable U.S. state
securities laws pursuant to registration or exemption from them. By purchasing the notes, you will be deemed to have
made the acknowledgements, representations, warranties and agreements described in the section "Transfer
Restrictions." You should understand that you may be required to bear the financial risks of your investment in the
notes for an indefinite period of time.

The issuer has applied for the notes offered hereby to be admitted to listing on the Official List of the
Luxembourg Stock Exchange and to trading on the Euro MTF Market operated by the Luxembourg Stock Exchange.
The Euro MTF Market is not a regulated market for the purposes of the Markets in Financial Instruments Directive
(Directive 2004/39/EC). This offering memorandum may be used only for the purposes for which it has been published
and does not constitute a prospectus for the purposes of the Prospectus Regulation.
We and the issuer have prepared this offering memorandum for use solely in connection with the proposed
offering of the notes outside of Brazil. This offering memorandum is personal to the offeree to whom it has been
delivered and does not constitute an offer to any other person or to the public in general to acquire the notes.
Distribution of this offering memorandum to any person other than the offeree and those persons, if any, retained to
advise that offeree with respect thereto, is unauthorized. Each offeree, by accepting delivery of this offering
memorandum, agrees to the foregoing.
Neither this offering memorandum nor any other information supplied in connection with the offering of the
notes should be considered as a recommendation by us, the issuer or any of the initial purchasers that any recipient of
this offering memorandum or of any other information supplied in connection with the notes should subscribe for or
purchase any notes. Each investor contemplating purchasing any notes should make its own independent investigation
of the financial condition and affairs, and its own appraisal of the creditworthiness, of Klabin and the issuer. This
offering memorandum does not constitute an offer of, or an invitation by or on behalf of, Klabin, the issuer, any initial
purchaser or the trustee (as defined herein) to purchase any of the notes in any jurisdiction where such offer is not
permitted. The distribution of this offering memorandum and the offering of the notes in certain jurisdictions may be
restricted by law. Persons into whose possession this offering memorandum comes are required by us, the issuer, each
of the initial purchasers and the trustee to inform themselves about and to observe any such restrictions. None of us,
the issuer, nor any initial purchaser represents that this offering memorandum may be lawfully distributed, or that any
notes may be lawfully offered, in compliance with any applicable registration or other requirements in any such
jurisdiction, or pursuant to an exemption available thereunder, or assumes any responsibility for facilitating any such
distribution or offering. In particular, no action has been taken by us, the issuer or any initial purchaser that is intended
to permit a public offering of any notes or distribution of this offering memorandum in any jurisdiction where action
for that purpose is required. Accordingly, no notes may be offered or sold, directly or indirectly, and neither this
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offering memorandum nor any advertisement or other offering material may be distributed or published in any
jurisdiction, except under circumstances that will result in compliance with all applicable laws and regulations.
We and the issuer have prepared this offering memorandum solely for use in connection with the proposed
offering of the notes, and it may only be used for that purpose. The issuer and the initial purchasers reserved the right
to reject any offer to purchase, in whole or in part, for any reason, or to sell less than all of the notes offered by this
offering memorandum.
This offering memorandum summarizes certain documents and other information and we and the issuer refer
you to them for a more complete understanding of what we and the issuer discuss in this offering memorandum. In
making an investment decision, you must rely on your own examination of our company and the terms of this offering
and the notes, including the merits and risks involved.
The initial purchasers make no representation or warranty, express or implied, as to the accuracy or
completeness of the information contained in this offering memorandum, including, without limitation, the financial
statements included elsewhere in this offering memorandum. Nothing contained in this offering memorandum is, or
shall be relied upon as, a promise or representation by us, the issuer or the initial purchasers as to the past or future.
We, the issuer and the initial purchasers are not making any representation to any purchaser of the notes
regarding the legality of an investment in the notes under any investment law or similar laws or regulations. You
should not consider any information in this offering memorandum to be legal, business, accounting or tax advice. You
should consult your own attorney, accountant or other professional for any legal, business, accounting or tax advice
regarding an investment in the notes.
Neither the U.S. Securities and Exchange Commission, or the SEC, nor any U.S. state or other securities
commission has approved or disapproved of these securities or determined whether this offering memorandum is
truthful or complete. Any representation to the contrary is a criminal offense.
You must comply with all applicable laws and regulations in force in any jurisdiction in which you purchase,
offer or sell the notes or possess or distribute this offering memorandum and must obtain any consent, approval or
permission required for your purchase, offer or sale of the notes under the laws and regulations in force in any
jurisdiction to which you are subject or in which you make such purchases, offers or sales. None of us, the issuer, the
initial purchasers or any affiliates will have any responsibility therefor.
________________
Notice to Investors within Brazil
THE NOTES (AND THE RELATED 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 GUARANTEE) ARE NOT BEING
OFFERED IN BRAZIL. DOCUMENTS RELATING TO THE OFFERING OF THE NOTES, AS WELL AS
INFORMATION CONTAINED THEREIN, MAY NOT BE SUPPLIED IN BRAZIL, NOR BE USED IN
CONNECTION WITH ANY OFFER OF THE NOTES IN BRAZIL.
Notice to Investors in Austria
THE NOTES (AND THE RELATED GUARANTEE) MAY NOT BE OFFERED IN AUSTRIA. THIS
OFFERING MEMORANDUM HAS NOT BEEN AND WILL NOT BE (I) APPROVED (GEBILLIGT) BY
THE AUSTRIAN FINANCIAL MARKETS AUTHORITY, OR THE FMA OR (II) DEPOSITED
(HINTERLEGT) WITH THE OESTERREICHISCHE KONTROLLBANK AKTIENGESELLSCHAFT. THE
OFFER OF THE NOTES IS NOT A PUBLIC OFFERING IN ACCORDANCE WITH THE AUSTRIAN
CAPITAL MARKETS ACT (KAPITALMARKTGESETZ), AS AMENDED. THIS OFFERING
MEMORANDUM WILL NOT BE PASSPORTED AS A PROSPECTUS INTO AUSTRIA VIA THE
COMPETENT AUTHORITY OF ANOTHER MEMBER STATE OF THE EUROPEAN ECONOMIC AREA,
OR THE EEA. THIS OFFERING MEMORANDUM HAS BEEN PREPARED ON THE BASIS THAT ANY
OFFER OF THE NOTES IN AUSTRIA WILL BE MADE ON THE BASIS OF AN EXEMPTION OF THE
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OBLIGATION TO PUBLISH A PROSPECTUS IN ACCORDANCE WITH SECTION 3 OF THE
AUSTRIAN CAPITAL MARKETS ACT, AS AMENDED. DOCUMENTS RELATING TO THE OFFERING
OF THE NOTES, AS WELL AS INFORMATION CONTAINED THEREIN, MAY NOT BE DISTRIBUTED
WITHIN AUSTRIA OR TO ANY RECIPIENT IN AUSTRIA, NOR BE USED IN CONNECTION WITH
ANY OFFER OR SOLICITATION OF OFFERS OF THE NOTES TO AUSTRIA OR ANY RECIPIENT IN
AUSTRIA. NO PUBLIC ADVERTISEMENT FOR AN OFFER OF THE NOTES MAY BE MADE OR
CARRIED OUT IN AUSTRIA.
Notice to Investors within the European Economic Area
This offering memorandum has been prepared on the basis that any offer of notes in any Member State of
the EEA, each a Relevant Member State, will be made pursuant to an exemption under the Prospectus Regulation
from the requirement to publish a prospectus for offers of notes. Accordingly, any person making or intending to make
an offer in that Relevant Member State of notes which are the subject of the offering contemplated in this offering
memorandum may only do so in circumstances in which no obligation arises for us, the issuer or any of the initial
purchasers to publish a prospectus pursuant to Article 3 of the Prospectus Regulation, in each case, in relation to such
offer. Neither we, the issuer nor the initial purchasers authorize or have authorized the making of any offer of notes in
circumstances in which an obligation arises for us, the issuer or the initial purchasers to publish a prospectus for such
offer. The expression "Prospectus Regulation" means Regulation (EU) 2017/1129.
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 the purposes of this provision, the expression "retail
investor" means a person who is one (or more) of the following (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 2002/92/EC
(as amended, the Insurance Mediation 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.
This offering memorandum has been prepared on the basis that all offers of the notes will be made pursuant
to an exemption under the Prospectus Regulation, from the requirement to produce a prospectus for offers of the notes.
Accordingly, any person making or intending to make any offer within the EEA of the notes should only do so under
circumstances in which no obligation arises for us, the issuer or the initial purchasers to produce a prospectus for such
offer.
Additional Information
While any notes remain outstanding, we and the issuer will make available, upon request, to any holder and
any prospective purchaser of notes the information required pursuant to Rule 144A(d)(4)(i) under the Securities Act,
during any period in which we or the issuer (1) are not subject to, and in compliance with, Section 13 or 15(d) of the
U.S. Securities Exchange Act of 1934, as amended, or the Exchange Act, or (2) become exempt from such reporting
requirements pursuant to, and in compliance with, Rule 12g3-2(b) of the Exchange Act, as amended from time to
time and including any successor provision.
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Documents Incorporated by Reference
The following documents shall be deemed to be incorporated in, and form part of, this offering memorandum:
·
the published audited individual and consolidated financial statements of Klabin S.A. for year ended
December 31, 2019, dated February 5, 2020, which comprise the statement of financial position as
at December 31, 2019 and the statements of profit and loss, of comprehensive income, of changes
in equity and cash flows for the year then ended, and notes to the financial statements, including a
summary of accounting policies. These financial statements are prepared in accordance with
accounting practices adopted in Brazil and with International Financial Reporting Standards (IFRS)
issued by the International Accounting Standard Board (IASB).
·
the published unaudited financial statements of Klabin S.A. for the three-month period ended March
31, 2020, dated May 5, 2020, which comprise the statement of financial position as at March 31,
2020 and the statements of profit and loss, of comprehensive income, of changes in equity and cash
flows for the three-month period ended March 31, 2020 compared to the same period in 2019, and
notes to the financial statements.
Klabin S.A. will, at the specified offices of the trustee and any of the other paying agents, provide a copy of
this offering memorandum and a copy of any or all of the documents incorporated herein by reference, where such
documents will be available free of charge to any interested person. Klabin S.A. has agreed to furnish to the
Luxembourg Stock Exchange all such information as required by the rules of the Luxembourg Stock Exchange in
connection with the listing on the Luxembourg Stock Exchange of the Notes. The documents incorporated by
reference in this offering memorandum shall be published and displayed on the website of the Luxembourg Stock
Exchange. Our other audited consolidated financial statements and unaudited financial information are also available
at our website at http://ir.klabin.com.br/. None of the information on Klabin S.A.'s website is part of, or incorporated
by reference in, this offering memorandum, except for the documents mentioned above.

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Enforceability of Civil Liabilities
Austria
The issuer is organized as a limited liability company (Gesellschaft mit beschränkter Haftung) incorporated
under the laws of Austria. The Austrian rules of civil procedure materially differ from those applicable in the United
States (including, but not limited to, court fees dependent on the amounts claimed and payable upon filing of a claim,
or compensation of the prevailing party's attorney's fees, no discovery procedure). Compensation for damages may
not be claimed under Austrian law on the same merits or in the same amount as compared to damages claimed under
U.S. law. All of the issuer's respective directors and officers are nationals and/or residents of countries other than the
United States, and all or most of the issuer's or such persons' assets are located outside the United States. As a result,
it may be difficult for investors to enforce against the issuer or such persons judgments obtained in the U.S. courts,
including judgments predicated upon the civil liability provisions of the securities laws of the United States or any
state thereof.
Austrian companies, such as the issuer, may enter into agreements and contracts, such as the notes or the
indenture, governed by foreign law, including the laws of the State of New York. The choice of New York law to
govern the notes and the indenture will be recognized and upheld by the Austrian courts in accordance with and subject
to the limitations of Regulation (EC) No. 593/2008 of June 17, 2008 (Rome I Regulation). An Austrian court would,
however, not apply, observe, uphold and give effect to the choice of New York law as the governing law of the
respective notes and indenture (i) if and to the extent this would lead to a result which violates Austrian public policy
(ordre public) and (ii) if such choice conflicts with the mandatory law of another jurisdiction, in particular:
· certain mandatory rules of Austrian conflicts law such as, e.g., the lex rei sitae principle with respect to
rights in real property, as well as mandatory rules of another jurisdiction;
· potential violations of Austrian public policy (ordre public);
· the principle that insolvency proceedings, the prerequisites for their inception, and their legal effects are,
generally (subject to a number of exceptions) governed by the law of the country where such proceedings
are commenced; and
· effect may be given to the overriding mandatory provisions of the law of the forum or the country where
the obligations arising out of the contract have to be or have been performed, in so far as those overriding
mandatory provisions render the performance of the contract unlawful.
Despite the choice of New York law by the parties, an Austrian court may apply Austrian law if it cannot
ascertain the content of New York law within reasonable time. What "reasonable time" means depends on the urgency
of the matter (e.g., in case of a preliminary injunction it will be relatively short). Austrian courts may grant judgments
in U.S. dollars if the obligation for which the judgement is granted is expressed to be paid U.S. dollars.
In addition, according to section 406 of the Austrian Enforcement Act (Exekutionsordnung), enforcement of
foreign court decisions by Austrian courts requires, inter alia and outside applicable European regulations, reciprocity
(Gegenseitigkeit) for such enforcement by means of multilateral or bilateral treaties, ordinances or agreements
securing the mutual recognition and enforcement of foreign judgments in Austria. As of the date of this offering
memorandum, no such treaty, ordinance or agreement exists between Austria and the United States, other than for
arbitration awards. Consequently, judgments by courts of New York would not be enforceable in Austria. Also, awards
of punitive damages in actions brought in the United States or elsewhere are unenforceable in Austria. Accordingly,
the subject matter upon which a judgment has been obtained in a U.S. court must be re-litigated before Austrian courts
in accordance with applicable Austrian Civil Procedure Laws (Zivilprozessgesetzen). Only after having obtained a
final judgment before Austrian courts can enforcement procedures be initiated under the Austrian Enforcement Act
(Exekutionsordnung).
Brazil
Klabin S.A. is incorporated under the laws of Brazil. The majority of our directors and all our officers and
certain advisors named herein reside in Brazil. Substantially all of our assets and those of our directors, all our officers
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and certain advisors named herein are located outside the United States. As a result, it may not be possible (or it may
be difficult) for investors to effect service of process within the United States or other jurisdiction outside Brazil upon
such persons or to enforce judgments against them or us in United States courts, including those predicated upon the
civil liability provisions of the federal securities laws of the United States or other jurisdiction outside Brazil.
We have been advised by our Brazilian counsel, Mattos Filho, Veiga Filho, Marrey Jr. e Quiroga Advogados,
that judgments of non-Brazilian courts for civil liabilities predicated upon the securities laws of countries other than
Brazil, including the U.S. securities laws, subject to certain requirements described below, may be enforced in Brazil
(to the extent that Brazilian courts may have jurisdiction). A judgment against either us or any of our directors, officers,
or advisors obtained outside Brazil would be enforceable in Brazil against us or any such person without
reconsideration of the merits, upon recognition (homologação) of that judgment by the Brazilian Superior Court of
Justice (Superior Tribunal de Justiça), or the STJ. That confirmation, generally, will occur if the foreign judgment:
· is issued by a competent court and/or authority in the jurisdiction where it was awarded;
· complies with all formalities necessary for its enforcement under the laws of the place where it was
awarded;
· proper service of process is made on the defending party(ies) ­ and, when made in Brazil, such service
of process must be made in accordance with Brazilian law ­ or after sufficient evidence of the
defendant's absence has been given, as required under applicable law;
· is not rendered in an action upon which Brazilian courts have exclusive jurisdiction, pursuant to the
provisions of article 23 of Law No. 13,105/2015, as amended, or the Brazilian Code of Civil Procedure;
· is final and conclusive and therefore not subject to appeal (res judicata) in the jurisdiction in which it
was rendered;
· there is no conflict between the foreign judgment and a previous final and binding (res judicata) domestic
judgment on the same subject matter and involving the same parties;
· is authenticated by the Brazilian consulate with jurisdiction over the place the judgment is rendered, and
is accompanied by a sworn translation into Portuguese in Brazil, except when such decision was
authenticated in a country that is a signatory of the Hague Convention Abolishing the Requirement of
Legalization for Foreign Public Documents dated as of October 5, 1961, or the Apostille Convention, in
which case the authentication by a Brazilian Diplomatic Office or Consulate is not required; and
· is not against Brazilian national sovereignty, public policy, good morals or human dignity, in which case
such confirmation will occur without the reexamination of the merits of such judgment.
The recognition process may be time-consuming and may also give rise to difficulties in enforcing the foreign
judgment in Brazil. Accordingly, we cannot assure you that confirmation will be obtained, that the process described
above will be conducted in a timely manner or that the Brazilian courts will enforce a monetary judgment for violation
of the securities laws of countries other than Brazil, including U.S. securities laws.
We have also been advised that:
· civil actions may be brought before Brazilian courts based on the federal securities laws of the United
States or other jurisdiction outside Brazil and that, subject to applicable law, Brazilian courts may
enforce liability arising from such actions against us or our directors and officers (provided that
provisions of the federal securities laws of the United States or other jurisdiction outside Brazil do not
contravene Brazilian public policy or national sovereignty, good morals or human dignity, and provided
further that Brazilian courts can assert jurisdiction over the particular action); and
· the ability of a judgment creditor to satisfy a judgment by attaching certain assets of the defendant in
Brazil is governed and limited by provisions of Brazilian law to the extent that assets are located in
Brazil.
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