Suzano’s $500 Million Sustainability-Linked Notes Offering

Cleary Gottlieb represented Suzano S.A. and Suzano Austria GmbH in the offering. Allen & Overy and Pinheiro Guimarães advised a syndicate of 10 underwriters.

Suzano S.A. (“Suzano”) and its Austrian wholly-owned finance company Suzano Austria GmbH (“Suzano Austria”) annpunced the offering of $500 million 2.500% global notes due 2028, issued by Suzano Austria and guaranteed by Suzano.

The bonds include KPI-linked features requiring Suzano to achieve a target reduction of industrial water withdrawal intensity by December 31, 2026 and a target of 30% or more of women occupying leadership positions in Suzano by December 31, 2025.  Both targets must be confirmed by an independent external verifier, under Suzano’s new Sustainability-Linked Securities Framework adopted in June 2021. If either of these targets is not met, the coupon rate on the bonds will automatically step up by 25.0 bps to 2.750% per annum, or to 3.000% per annum in case both targets are not met. The bonds were sold in a takedown from Suzano’s debt shelf registration statement on file with the U.S. SEC, and the bonds are intended to be listed on the New York Stock Exchange.

The underwriters of the notes were BNP Paribas Securities Corp, BofA Securities, Inc., J.P. Morgan Securities LLC, Mizuho Securities USA LLC, Rabo Securities USA, Inc., Scotia Capital (USA) Inc., Banco Bradesco BBI S.A., Credit Agricole Securities (USA) Inc., MUFG Securities Americas Inc., and SMBC Nikko Securities America, Inc. The transaction priced on September 8, 2021, and closed on September 13, 2021.

The Cleary corporate team on the transaction included partner Juan Giráldez (Picture) and associate Luisa Franciss Galliez based in the São Paulo office, and associate Maria (Kiki) Manzur out of Buenos Aires. Partner Jason Factor and associate Victoria Ju in New York provided tax advice.

The A&O team was led by New York and São-Paulo-based partner David Flechner with support from New York-based associate Jeffrey You and São Paulo-based associate Eduardo Kappel.

Ther Pinheiro Guimarães team was led by partners Camila Ohno, Cristina Tomiyama, and associates Jonas Vilhena Cunha Assumpção and Ana Beatriz Gurgel in São Paulo.

Involved fees earner: David Flechner – Allen & Overy; Eduardo Kappel – Allen & Overy; Jeffrey You – Allen & Overy; Jason Factor – Cleary Gottlieb Steen & Hamilton; Luisa Franciss Galliez – Cleary Gottlieb Steen & Hamilton; Juan Giráldez – Cleary Gottlieb Steen & Hamilton; Victoria Ju – Cleary Gottlieb Steen & Hamilton; Maria Manzur – Cleary Gottlieb Steen & Hamilton; Jonas Vilhena Cunha Assumpção – Pinheiro Guimarães; Ana Beatriz Gurgel – Pinheiro Guimarães; Camila Ohno – Pinheiro Guimarães; Cristina Tomiyama – Pinheiro Guimarães;

Law Firms: Allen & Overy; Cleary Gottlieb Steen & Hamilton; Pinheiro Guimarães;

Clients: Banco Bradesco BBI S.A.; Bank of America Securities; BNP Paribas; Credit Agricole Securities (USA) Inc.; JP Morgan Securities; Mizuho Securities; MUFG Securities Americas Inc. ; Rabo Securities; Scotia Capital Inc.; SMBC Nikko Securities America; Suzano Austria GmbH; Suzano S.A.;