Cleary Gottlieb represented Suzano S.A. (Suzano) and its Austrian wholly owned finance company Suzano Austria GmbH (Suzano Austria) in the reopening of $500 million 3.75% global notes due 2031, issued by Suzano Austria and guaranteed by Suzano.
The reopened bonds were the first KPI-linked bonds in the Americas and are linked to Suzano’s ability to achieve, by December 31, 2025, a specified target reduction of greenhouse gas emissions, as confirmed by an independent external verifier, under Suzano’s new sustainability-linked securities framework adopted in September 2020. If this target is not met, the coupon rate on the bonds will automatically step up by 25 bps to 4% per annum.
The bonds were sold in a takedown from Suzano’s debt shelf registration statement on file with the U.S. SEC. The original bonds are listed on the New York Stock Exchange.
The underwriters of the notes were BofA Securities Inc.; J.P. Morgan Securities LLC; BNP Paribas Securities Corp; Credit Agricole Securities (USA) Inc.; Goldman Sachs & Co. LLC; Mizuho Securities USA LLC; Morgan Stanley & Co. LLC; MUFG Securities Americas Inc.; Rabo Securities USA Inc.; Santander Investment Securities Inc.; Scotia Capital (USA) Inc.; SMBC Nikko Securities America Inc.; Banco Bradesco BBI S.A.; Banco Safra S.A., acting through its Cayman Islands branch; Itau BBA USA Securities Inc.; and XP Investimentos Corretora de Câmbio, Títulos e Valores Mobiliários S.A. The transaction priced on November 16, 2020, and closed on November 19, 2020.
Suzano intends to use the net proceeds of the notes for general corporate purposes, including the repayment of debt as they become due.