Obbligazione Suzano Austria GesmbH 5.75% ( USA9890AAA81 ) in USD

Suzano Austria GesmbH

100 USD ▼

Brasile

USA9890AAA81 ( in USD )

5.75% per anno ( pagato 2 volte l'anno)

13/07/2026

Prospetto opuscolo dell'obbligazione Suzano Austria GmbH USA9890AAA81 en USD 5.75%, scadenza 13/07/2026

200 000 USD

700 000 000 USD

A9890AAA8

BBB- ( Lower medium grade - Investment-grade )

N/A

14/07/2026 ( In 156 giorni )

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 USA9890AAA81, pays a coupon of 5.75% per year.
The coupons are paid 2 times per year and the Obbligazione maturity is 13/07/2026
The Obbligazione issued by Suzano Austria GesmbH ( Brazil ) , in USD, with the ISIN code USA9890AAA81, was rated BBB- ( Lower medium grade - Investment-grade ) by Standard & Poor's ( S&P ) credit rating agency.

LISTING MEMORANDUM
Suzano Austria GmbH (previously known as Bahia Sul Holdings GmbH)
(incorporated with limited liability in the Republic of Austria)
US$500,000,000 5.750% Senior Notes Due 2026 Guaranteed by
Suzano Papel e Celulose S.A.
(incorporated in the Federative Republic of Brazil)
Issue Price 99.065%

Suzano Austria GmbH (previously known as Bahia Sul Holdings GmbH), the Issuer, a company incorporated with limited liability under
the laws of the Republic of Austria, is offering US$500 million aggregate principal amount of 5.750% Senior Notes due 2026, or the Notes.
The Notes will be unconditionally and irrevocably guaranteed by Suzano Papel e Celulose S.A., the Guarantor, the parent company of the
Issuer, a corporation (sociedade por ações) organized under the laws of the Federative Republic of Brazil, pursuant to a guarantee, or the
Guarantee.
The Notes will mature on July 14, 2026. Interest on the Notes will be paid on January 14 and July 14, commencing on January 14, 2017.
The Notes will bear interest at a rate equal to 5.750% per annum.
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 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.
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 Guarantee will be a senior unsecured obligation of the Guarantor
and will rank equally with all of the Guarantor's other senior unsecured indebtedness and senior to all of the Guarantor's subordinated
indebtedness. The Notes and the 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 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 Guarantee, see
"Description of the Notes."
Application has been made to list the Notes on the Euro MTF Market of the Luxembourg Stock Exchange. This listing memorandum
constitutes a prospectus for purposes of Part IV of the Luxembourg law on prospectus securities dated July 10, 2005, as amended.
Investing in the Notes involves risks that are described in the "Risk Factors" section beginning on page 15 of this listing
memorandum.
The Notes and the 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."
We expect that delivery of the Notes will be 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 or about July 14, 2016.
Global Coordinators and Bookrunners
J.P. Morgan
Santander

Joint Bookrunners
BB Securities Bradesco BBI BTG Pactual
Itaú BBA

The date of this confidential listing memorandum is October 28, 2016

We are responsible for the information contained in this listing memorandum. We have not authorized
anyone to give you any other information, and we take no responsibility for any other information that others may
give you. You should not assume that the information contained in this listing memorandum is accurate as of any
date other than the date on the front of this listing memorandum.
TABLE OF CONTENTS
Forward-Looking Statements ....................................... v
Industry ....................................................................... 58
Enforcement of Judgments ......................................... vii
Business ...................................................................... 65
Limitations by Austrian Capital Maintenance Rules
Management................................................................ 96
and Certain Insolvency Law Considerations ............... ix
Principal Shareholders .............................................. 103
Presentation of Financial and Other Information ........ xii
Related Party Transactions ....................................... 106
Summary....................................................................... 1
Description of the Notes ........................................... 106
The Offering ................................................................. 7
Taxation .................................................................... 138
Summary Financial and Operating Information ......... 10
Certain ERISA Considerations ................................. 147
Risk Factors ................................................................ 15
Plan of Distribution ................................................... 148
Exchange Rates .......................................................... 29
Transfer Restrictions ................................................. 154
Use of Proceeds .......................................................... 30
Listing and General Information ............................... 157
Capitalization .............................................................. 31
Legal Matters ............................................................ 158
Selected Financial and Operating Data ....................... 33
Independent Auditors ................................................ 160
Management's Discussion and Analysis of
Financial Condition and Results of Operations .......... 38
Index to Financial Statements .................................... F-1

____________
Unless otherwise indicated or the context otherwise requires, all references in this listing memorandum to:
·
"we," "our," "us," "Suzano" and "Guarantor" 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 (previously known as Bahia Sul Holdings GmbH), a company
incorporated with limited liability under the laws of Austria;
·
the "Notes" are to the U.S.$500,000,000 5.750% Senior Notes offered by the Issuer hereunder;
·
"Austria" are to the Republic of Austria; and
·
"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.
____________
i

J.P. Morgan Securities LLC, Santander Investment Securities Inc., Banco Bradesco BBI S.A., Banco BTG
Pactual S.A. Cayman Branch, BB Securities Limited and Itau BBA USA Securities, Inc., will act as initial
purchasers, or the Initial Purchasers, with respect to the offering of the Notes. This listing memorandum is personal
to you and 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 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.
We intend to list the Notes on the Official List and to trading on the Euro MTF Market of the Luxembourg
Stock Exchange. 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
·
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
ii

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 PROSPECTIVE 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) 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 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.
____________
NOTICE TO INVESTORS IN AUSTRIA
This listing memorandum has not been and will not be (i) approved (gebilligt) by the Austrian Financial
Markets Authority (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 Market Act
(Kapitalmarktgesetz), as amended. 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. This listing 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
obligation to publish a prospectus pursuant to § 3 of the Austrian Capital Markets Act, as amended. 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 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
This listing memorandum has been prepared on the basis that any offer of notes in any Member State of the
European Economic Area which has implemented the Prospectus Directive (each, a "Relevant Member State") will
iii

be made pursuant to an exemption under the Prospectus Directive 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 listing memorandum may only do so in
circumstances in which no obligation arises for the Issuer or any of the Initial Purchasers to publish a prospectus
pursuant to Article 3 of the Prospectus Directive, in each case, in relation to such offer. Neither the Issuer nor the
Initial Purchasers have authorised, nor do they authorise, the making of any offer of the Notes in circumstances in
which an obligation arises for the Issuer or the Initial Purchasers to publish a prospectus for such offer. The
expression "Prospectus Directive" means Directive 2003/71/EC (as amended, including by Directive 2010/73/EU),
and includes any relevant implementing measure in the Member State.

iv

FORWARD-LOOKING STATEMENTS
This listing memorandum contains forward-looking statements, principally under "Summary," "Risk
Factors," "Management's Discussion and Analysis of Financial Condition and Results of Operations," "Industry"
and "Business." These forward-looking statements include, but are not limited to, statements regarding our future
results of operations, financial position, plans, estimates, expectations, strategies and projections. We have based
these forward-looking statements largely on our current expectations and projections about future events and
financial trends that affect or may affect our business, results of operations, financial results, cash flow, financial
condition, outlook and price of the Notes. Although we believe that these forward-looking statements are based
upon reasonable assumptions, these statements are subject to risks, uncertainties and assumptions, and accordingly
they are not guarantees of future results. Therefore, our actual performance may differ significantly from the
estimates due to several factors, some of which are beyond our control.
The following factors, among others, may adversely affect our estimates and assumptions:
·
general macroeconomic, political and business conditions in Brazil, particularly in the regions where
we operate or intend to operate, as well as in the principal foreign markets where we currently operate;
·
material changes in currency exchange rates, including appreciation or depreciation of the real;
·
changes in market prices, consumer preferences and competitive conditions;
·
our ability to anticipate trends in the pulp and paper industry, including changes in capacity and
fluctuations in industry prices;
·
management's expectations and estimates regarding our future financial performance, financing plans
and the effects of competition;
·
implementation of our operating and/or financial strategy and capital expenditure plans, including the
expansion of our activities into new segments in which we currently do not operate, and the related
impact on the level of our outstanding indebtedness;
·
our ability to produce and deliver our products on a timely basis;
·
our ability to implement our expansion projects, as well as manage the costs of such projects;
·
amendments or changes in laws and regulations affecting the pulp and paper industry;
·
an increase or decrease in the demand for pulp and paper products;
·
increased competition in the pulp and paper industry;
·
our level of indebtedness and other financial obligations, including our ability to obtain financing on
favorable terms and conditions if and when necessary;
·
our ability to maintain and improve our logistical structure;
·
our ability to maintain commercial relationships with suppliers and customers;
·
our compliance with covenants contained in the instruments governing our debt;
·
volatility of the prices of the raw materials we sell or purchase to use in our business;
·
government interventions resulting from changes in economic conditions, in taxes or the regulatory
frameworks of Brazil and the other countries in which we operate;
v

·
the adoption of tariffs, trade barriers, sanitary regulations or other import restrictions by countries to
which we export or plan to export our products;
·
developments in, or changes to, Brazilian accounting practices;
·
adverse outcomes of litigation and other legal proceedings in which we are involved;
·
other factors that may adversely affect our financial condition, liquidity and results of operations; and
·
other risks presented under "Risk Factors."
Other risks and uncertainties may adversely affect our results, which may differ materially from the
expectations expressed in the forward-looking statements. Considering the risks and uncertainties involved, the
forward-looking statements presented herein may not prove accurate, and our actual results may differ materially
from the expectations expressed in the forward-looking statements due to, among others, the factors mentioned
above. Because of these risks and uncertainties, you should not rely on these forward-looking statements to make an
investment decision.
Statements that are predictive in nature, that depend upon or refer to future events or conditions or that
include words such as "believe," "may," "estimate," "continue," "potential," "anticipate," "intend," "will," "expect"
and similar expressions are intended to identify forward-looking statements. Forward-looking statements and
estimates speak only as of the date they were made, and neither we nor the Initial Purchasers undertake any
responsibility to update or publicly release any revision of such forward-looking statements after we distribute this
listing memorandum to reflect new information, future events or other factors. In addition, you should not
interpret statements regarding past trends or activities as assurances that those trends or activities will continue in
the future. While we continually review trends and uncertainties affecting our results of operations and financial
condition, we do not intend to update any particular forward-looking statements contained in this listing
memorandum.

vi

ENFORCEMENT OF JUDGMENTS
Brazil
The Issuer is a company incorporated with limited liability under the laws of Austria and the Guarantor is a
corporation (sociedade por ações) incorporated under the laws of Brazil. All, or substantially all, of our directors
and officers and certain advisors named herein reside outside the United States. As a result, it may not be possible,
or it may be difficult, for you to effect service of process upon us or these other persons within the United States, or
to enforce judgments obtained in United States courts against us or them, including those predicated upon the civil
liability provisions of the federal securities laws of the United States.
In the terms and conditions of the Notes, we will (1) agree that the courts of the State of New York and the
federal courts of the United States, in each case sitting in the Borough of Manhattan, the City of New York, will
have jurisdiction to hear and determine any suit, action or proceeding, and to settle any disputes, which may
arise out of or in connection with the Notes and, for such purposes, irrevocably submit to the jurisdiction of such
courts and (2) name an agent for service of process in the Borough of Manhattan, the City of New York.
We have been advised by our internal Brazilian general counsel that a judgment of a United States court for
civil liabilities predicated upon the federal securities laws of the United States may be enforced in Brazil, subject to
certain requirements described below. Such counsel has advised us that a judgment obtained outside Brazil against
us, the Issuer or the persons described above would be enforceable in Brazil without retrial or re-examination of the
merits of the original action including, without limitation, any final judgment for payment of a sum certain of money
rendered by any such court, provided that such judgment has been previously recognized by the Superior Court of
Justice of Brazil (Superior Tribunal de Justiça), or STJ. In order to be recognized by the STJ, a foreign judgment
must meet the following conditions:
·
it must comply with all formalities necessary for its enforcement under the laws of the jurisdiction
where it was rendered;
·
it must have been issued by a competent court after proper service of process on the parties;
·
it must be final and therefore not subject to appeal;
·
it must not be contrary to Brazilian national sovereignty or public policy or violate human dignity;
·
it must not violate a final and unappealable decision issued by a Brazilian court;
·
it must not violate the exclusive jurisdiction of the Brazilian courts; and
·
it must be duly authenticated by a competent Brazilian consulate and be accompanied by a sworn
translation thereof into Portuguese, unless an exemption is provided by an international treaty to which
Brazil is a signatory.
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 recognition would be obtained, that the
recognition process would be conducted in a timely manner or that a Brazilian court would enforce a monetary
judgment, including for violation of the securities laws of countries other than Brazil, including the federal securities
laws of the United States.
We have also been advised that:
·
original actions may be brought in connection with this listing memorandum predicated solely on the
federal securities laws of the United States in Brazilian courts and that, subject to applicable law,
Brazilian courts may enforce such liabilities in such actions against Suzano or its directors and officers
thereof and certain advisors named herein, provided that provisions of the federal securities laws of the
United States do not contravene Brazilian public policy, national sovereignty or equitable principles
and provided further that Brazilian courts can assert jurisdiction over such actions; and
vii

·
the ability of a creditor to satisfy a judgment by attaching certain assets of Suzano or its directors and
officers and certain advisors named herein is limited by provisions of Brazilian law, given that assets
are located in Brazil.
A plaintiff (whether Brazilian or non-Brazilian) who resides outside Brazil or is outside Brazil during the
course of the litigation in Brazil and who does not own real estate property in Brazil must provide a bond to
guarantee the payment of the defendant's legal fees and court expenses in connection with court procedures for the
collection of payments under the Notes and the Guarantee. The bond must have a value sufficient to satisfy the
payment of court fees and defendant's attorney fees, as determined by a Brazilian judge. This requirement does not
apply (1) when an exemption is provided by an international agreement or treaty that Brazil is a signatory; (2) in the
case of claims for collection on a título executivo extrajudicial (an instrument which may be enforced in Brazilian
courts without a review on the merits, which is not the case of the Notes or the Guarantee), in the case of
enforcement of foreign judgments that have been duly recognized by the STJ; or (3) counterclaims as established,
according to Article 83 of the Brazilian Code of Civil Procedure (Código de Processo Civil). Notwithstanding the
foregoing, we cannot assure you that recognition of any judgment will be obtained, that the process described above
can be conducted in a timely manner, or that Brazilian courts will enforce a judgment for violation of the federal
securities laws of the United States with respect to the Notes.
In addition, if proceedings were brought in the courts of Brazil seeking to enforce the obligations of the
Guarantor under the Notes, it would not be required to discharge its obligations in a currency other than reais.
Under Brazilian exchange control limitations, an obligation to pay amounts denominated in a currency other than
Brazilian currency, which is payable in Brazil, may only be satisfied in Brazilian currency at the exchange rate
prevailing on the market on the date of payment, as published by the Brazilian Central Bank (Banco Central do
Brasil), or Central Bank. Accordingly, if the Guarantor were to be declared bankrupt, all of its credits denominated
in foreign currencies would be converted into reais at the prevailing rate on the date of the declaration. We cannot
assure that such rate of exchange will afford full compensation of the amount invested in the Notes plus any accrued
interest.
Austria
The United States and Austria do not currently have a treaty providing for reciprocal recognition and
enforcement of judgments in civil and commercial matters. Therefore, a final judgment for payment of money
rendered by the courts of the State of New York and the federal courts of the United States, in each case sitting in
the Borough of Manhattan, the City of New York, based on civil liability, whether or not predicated solely upon
U.S. federal securities laws, may not be enforceable, either in whole or in part, in Austria.
However, if the party in whose favor such final judgment is rendered brings a new suit in a competent court
in Austria, such party may submit to the Austrian court the final judgment rendered in the United States. Under such
circumstances, a judgment by a federal or state court of the United States against the Issuer or its managing directors
will be regarded by an Austrian court only as evidence of the outcome of the dispute to which such judgment relates,
and an Austrian court may choose to re-hear the dispute. In addition, awards of punitive damages in actions brought
in the United States or elsewhere are unenforceable in Austria.

viii

LIMITATIONS BY AUSTRIAN CAPITAL MAINTENANCE RULES AND CERTAIN INSOLVENCY
LAW CONSIDERATIONS
Austrian Capital Maintenance Rules
The issue and sale of the Notes may be subject to Austrian capital maintenance rules
(Kapitalerhaltungsvorschriften) pursuant to Austrian corporate law, in particular Section 82 of the Austrian Act on
Limited Liability Companies (Gesetz über Gesellschaften mit beschränkter Haftung), or GmbHG, as the net
proceeds of the Notes may particularly be used for financing or refinancing capital expenditures and investments in
one or more "Eligible Green Projects" by companies of the Suzano Group. See "Use of Proceeds."
The GmbHG prohibits an Austrian limited liability company from returning equity to its shareholders
(Verbot der Einlagenrückgewähr) in circumstances other than as a distribution of profits (if, to the extent and as
long as available for distribution under Austrian law), by a reduction of share capital or as liquidation surplus on
liquidation of that corporation. The provisions on the prohibition to repay capital also cover benefits granted by an
Austrian limited liability company to its shareholders where no "adequate consideration" is received in return. Such
consideration must, as a minimum standard, not be less than a comparable consideration, which would have been
received by an unrelated third party granting such benefit. Any agreement between an Austrian limited liability
company and its shareholder and/or any third party granting an advantage to the shareholder which would not, or not
in the same way, have been granted for the benefit of an unrelated third party is void and may not be entered into by
such company. Accordingly, net proceeds from the issue and sale of the Notes used for financing or refinancing
capital expenditures and investments in one or more Eligible Green Projects have to be assessed on the basis of such
limitations imposed by Austrian law.
Austrian courts have broadly interpreted the mandatory principle of Austrian law prohibiting the return of
equity from a limited liability company to its shareholder. The prohibition also encompasses cases where a limited
liability company incurs indebtedness for the benefit of its shareholder without an adequate consideration and in
cases where doubts exist towards the reliability and solvency of the borrower (i.e. the shareholder) which could give
reason to believe that potential recourse claims against the shareholder might fail.
Although third parties are not normally addressees of the prohibition to return equity, any transaction
contravening Austrian capital maintenance rules would nevertheless be regarded void vis-à-vis the third party if such
third party knew or should have known that such transaction was processed in violation of the grantor's capital
maintenance obligations. Details of the principle of forbidden return of equity to the shareholder are, however,
highly controversial. Moreover, Austrian capital maintenance rules are subject to ongoing court decisions and it
cannot be ruled out that future court rulings may not further limit the access of creditors and/or shareholders to
assets of subsidiaries constituted in the form of a corporation.
Austrian Insolvency Law
The Issuer is incorporated under the laws of Austria, thus a rebuttable presumption exists that such entity
also has its respective "center of main interests" in Austria. In the event of an insolvency of a company having its
"center of main interests" in Austria, insolvency proceedings may be initiated in Austria. Such proceedings will be
governed by Austrian law (for example, if the "center of main interests" of such company is within Austria or if
such company has an "establishment" in the territory of the Republic of Austria or, where the E.U. Insolvency
Regulation does not apply, if such company has assets in Austria). Under certain circumstances, insolvency
proceedings may also be opened in Austria in accordance with Austrian law with respect to the assets of companies
that are not organized under Austrian law.
The following is a brief description of certain aspects of Austrian insolvency law. The law relating to
insolvency is regulated by the Austrian Insolvency Act (Insolvenzordnung - IO), or the AIA.
Insolvency proceedings (Insolvenzverfahren) are opened by a court in the event that the debtor is insolvent
(zahlungsunfähig) (i.e., unable to pay its debts as and when they fall due) or over-indebted within the meaning of the
AIA (überschuldet) (i.e., its liabilities exceed the value of its assets in combination with a negative prognosis on its
ability to continue as a going concern (negative Fortbestehensprognose)). Under Austrian law, insolvency
proceedings may be initiated either by the (insolvent) company or a creditor by filing an application to that effect
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