Fibria Celulose S.A. Announces Early Tender Date Results
FIBRIA CELULOSE S.A. ANNOUNCES EARLY TENDER DATE RESULTS OF ITS CASH TENDER
OFFER FOR UP TO $486.0 MILLION IN AGGREGATE PRINCIPAL AMOUNT OF THE
OUTSTANDING 7.500% SENIOR NOTES DUE 2020 AND CASH TENDER OFFER FOR UP TO THE
2021 NOTES MAXIMUM TENDER AMOUNT OF 6.750% SENIOR NOTES DUE 2021, IN EACH
CASE, OF FIBRIA OVERSEAS FINANCE LTD. AND AN INCREASE OF THE 2020 NOTES
MAXIMUM TENDER AMOUNT
SAO PAULO, May 7, 2013
SAO PAULO, May 7, 2013 /PRNewswire/ --Fibria Celulose S.A. ("Fibria") today
announced the early tender date results in connection with its previously
announced (i) offer to purchase for cash (the "2020 Notes Tender Offer") up to
$480.0 million in aggregate principal amount (the "2020 Notes Maximum Tender
Amount") of the outstanding 7.500% Senior Notes due 2020 (the "2020 Notes") of
Fibria Overseas Finance Ltd., a company controlled by Fibria ("Fibria
Overseas"), and (ii) offer to purchase for cash (the "2021 Notes Tender Offer"
and, together with the 2020 Notes Tender Offer, the "Tender Offers") the
outstanding 6.750% Senior Notes due 2021 (the "2021 Notes" and, together with
the 2020 Notes, the "Notes") of Fibria Overseas in an aggregate principal
amount such that the aggregate principal amount of 2021 Notes accepted for
purchase does not exceed (1) U.S.$480.0 million less (2) the aggregate
principal amount of 2020 Notes validly tendered and accepted for purchase
pursuant to the 2020 Notes Tender Offer (the "2021 Notes Maximum Tender
Amount"). The early tender dates for each of the Tender Offers occurred at
5:00 p.m., New York City time, on May 6, 2013 (the "Early Tender Date").
Holders may no longer withdraw tendered Notes.
Fibria has been advised that, as of the Early Tender Date, (i)
U.S.$952,659,000 in aggregate principal amount of the 2020 Notes, or
approximately 77% of the 2020 Notes outstanding, had been validly tendered
pursuant to the 2020 Notes Tender Offer and (ii) U.S.$443,526,000 in aggregate
principal amount of the 2021 Notes, or approximately 63% of the 2021 Notes
outstanding, had been validly tendered pursuant to the 2021 Notes Tender
Fibria also today announced that it has increased the 2020 Notes Maximum
Tender Amount such that the aggregate principal amount of 2020 Notes Fibria
seeks to purchase in the 2020 Notes Tender Offer is $486.0 million.
The terms and conditions of the Tender Offers are described in the Offer to
Purchase, dated April 23, 2013 (the "Offer to Purchase"), and the related
Letter of Transmittal (together, the "Offer Documents") previously distributed
to holders of the Notes.
Holders of 2020 Notes who have validly tendered their 2020 Notes at or prior
to the Early Tender Date are eligible to receive the 2020 Notes Total
Consideration, which includes an early tender payment, plus accrued and unpaid
interest up to, but not including, the early settlement date for the 2020
Notes (the "Early Settlement Date"), which is expected to occur on or about
May 8, 2013. Fibria intends on the Early Settlement Date to pay for and
accept for purchase $486.0 million in aggregate principal amount of 2020 Notes
validly tendered at or prior to the Early Tender Date. The consideration for
such purchased 2020 Notes, including accrued and unpaid interest up to, but
not including, the Early Settlement Date, will equal $559,304,999.79. Since
the aggregate principal amount of 2020 Notes validly tendered in the 2020
Notes Tender Offer at or prior to the Early Tender Date exceeds the 2020 Notes
Maximum Tender Amount, in accordance with the proration procedures described
in the Offer Documents, the proration factor used to determine the amount of
validly tendered 2020 Notes to be accepted for purchase from each tendering
2020 Notes Holder on the Early Settlement Date equals 51.02%. Furthermore,
since the 2020 Notes Tender Offer was fully subscribed as of the Early Tender
Date, 2020 Notes Holders who validly tender 2020 Notes after the Early Tender
Date will not have any of their 2020 Notes accepted for purchase.
Based on the aggregate principal amount of 2020 Notes accepted for purchase
pursuant to the 2020 Notes Tender Offer, the 2021 Notes Maximum Tender Amount
equals $0. As a result, Fibria will not accept any 2021 Notes for purchase. No
consideration or accrued interest will be paid or become payable to 2021 Notes
Holders, and 2021 Notes tendered pursuant to the 2021 Notes Tender Offer will
be promptly returned to tendering 2021 Notes Holders.
The settlement of the 2020 Notes Tender Offer will increase Fibria's "other
financial expenses" by approximately U.S.$106 million in the second quarter of
2013, which will impact the Company's net profit for such quarter. However,
Fibria estimates that the 2020 Notes Tender Offer will result in a reduction
of Fibria's annual interest expense by approximately U.S.$36 million from the
second quarter of 2013 on, which will equal savings of approximately U.S.$215
million in present value of future net interest expenses, and will therefore
make additional cash available for Fibria's use for other corporate purposes.
Fibria may continue to pursue actions focused on the generation of free cash
flow and reduction of indebtedness, including but not limited to acquiring
Notes through open-market purchases, privately-negotiated transactions, tender
offers, exchange offers, redemptions or otherwise.
Copies of the Offer Documents are available to holders of Notes from D.F. King
& Co., Inc., the tender and information agent for the Tender Offers (the
"Tender and Information Agent"). Requests for copies of the Offer Documents
should be directed to the Tender and Information Agent at +1 (800) 488-8075
(toll free) or +1 (212) 269-5550 (collect) or Fibria@dfking.com.
Fibria reserves the right, in its sole discretion, not to accept any tenders
of Notes for any reason. Fibria is making the Tender Offers only in those
jurisdictions where it is legal to do so.
Fibria has retained Credit Agricole Securities (USA) Inc. ("Credit Agricole
CIB"), Deutsche Bank Securities Inc. ("Deutsche Bank Securities") and Morgan
Stanley & Co. LLC ("Morgan Stanley") to act as Lead Dealer Managers and Banco
Votorantim Securities, Inc. to act as Co-Dealer Manager in connection with the
Tender Offers. Questions regarding the Tender Offers may be directed to Credit
Agricole CIB at +1(866)807-6030 (toll-free) or +44 (0) 20 7214 7440
(collect), Deutsche Bank Securities at +1 (866) 627-0391 (toll-free) or
+1(212)250-7527 (collect), or Morgan Stanley at +1 (800)624‑1808
(toll-free) or +1(212) 761‑1057 (collect).
Neither the Offer Documents nor any related documents have been filed with the
U.S. Securities and Exchange Commission, nor have any such documents been
filed with or reviewed by any federal or state securities commission or
regulatory authority of any country. No authority has passed upon the accuracy
or adequacy of the Offer Documents or any related documents, and it is
unlawful and may be a criminal offense to make any representation to the
This announcement is not an offer to purchase or a solicitation of an offer to
purchase. The Tender Offers are being made solely pursuant to the Offer
Documents. The Tender Offers are not being made to, nor will Fibria accept
tenders of Notes from, holders in any jurisdiction in which the Tender Offers
or the acceptance thereof would not be in compliance with the securities or
blue sky laws of such jurisdiction.
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
This press release contains forward-looking statements within the meaning of
Section 27A of the U.S. Securities Act of 1933 and Section 21E of the U.S.
Securities Exchange Act of 1934 that are not based on historical facts and are
not assurances of future results. These forward-looking statements are based
on management's current expectations and estimates about future events and
financial trends, which affect or may affect Fibria's businesses and results
of operations. The words "believe," "may," "will," "estimate," "continue,"
"anticipate," "intend," "expect" and similar words are intended to identify
estimates and forward-looking statements. These statements include but are not
limited to forward-looking statements about the Tender Offers, including
whether the Tender Offers are consummated in whole or in part. Although Fibria
believes that these forward-looking statements are based upon reasonable
assumptions, these statements are subject to several risks and uncertainties
and are made in light of information currently available to Fibria. Estimates
and forward-looking statements involve risks and uncertainties and are not
guarantees of future performance. Any changes in such assumptions or factors
could cause actual results to differ materially from current expectations and
Fibria's future results may differ materially from those expressed in these
estimates and forward-looking statements.
All forward-looking statements are expressly qualified in their entirety by
this cautionary statement, and you should not place reliance on any
forward-looking statement contained in this document. Fibria undertakes no
obligation to publicly update or revise any forward-looking statements,
whether as a result of new information or future events or for any other
SOURCE Fibria Celulose S.A.
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