Suzano Trading Ltd. Announces the Commencement of the Tender Offer for its 5.875% Subordinated Notes due 2021 and the Solicitation of Consents for Amendments to the Related Indenture

The Tender Offer is not contingent upon the valid tender of any minimum principal amount of Notes. Consummation of the Tender Offer is conditioned upon satisfaction of each and all of the Conditions as defined in the Offer. The Tender Offer is open to all registered holders (individually, a "Holder," and collectively, the "Holders") of the Notes.  The purpose of the Tender Offer is to retire a portion of the Notes in order to increase the efficiency of the capital structure of Suzano Papel e Celulose S.A. (the "Guarantor"), the controlling entity of Suzano.

In conjunction with the Tender Offer, Suzano solicits (the "Solicitation") consents (the "Consents") to proposed amendments (the "Proposed Amendments") to the Notes and the indenture dated as of September 23, 2010 (the "Indenture") among Suzano, the Guarantor, Deutsche Bank Trust Company Americas as trustee, registrar, paying agent and transfer agent (the "Trustee") and Deutsche Bank AG, London Branch, as paying agent (the "Paying Agent"), under which the Notes were issued providing for, among other things, elimination of substantially all restrictive covenants and certain of the events of default contained in the Notes and the Indenture. If the Tender Cap is exceeded in respect of valid tenders made on or prior to the Early Tender Date or the Expiration Date, the Proposed Amendments and the Supplemental Indenture (as defined below) will not become effective, but Holders of such Notes will receive the Purchase Price or Total Consideration, as applicable.

The following table sets forth certain terms of the Tender Offer:

If any Notes are purchased in the Tender Offer, Notes validly tendered (and not validly withdrawn) on or prior to the Early Tender Date will be accepted for purchase in priority to other Notes validly tendered in the Tender Offer after the Early Tender Date (assuming satisfaction or, where applicable, the waiver of the conditions set forth in the Statement). Accordingly, if the Tender Cap is exceeded in respect of tenders made on or prior to the Early Tender Date, no Notes that are validly tendered after the Early Tender Date will be accepted for purchase and any Notes accepted for purchase on the Early Settlement Date (as defined below) will be accepted on a prorated basis up to the amount of the Tender Cap. If the Tender Offer is not oversubscribed at the Early Tender Date and the purchase of all Notes validly tendered in the Tender Offer on or prior to the Expiration Date would cause Suzano to purchase an aggregate principal amount of Notes in excess of the Tender Cap, then the Tender Offer will be oversubscribed at the Expiration Date and Suzano will (assuming satisfaction or, where applicable, the waiver of the conditions set forth in the Statement) accept for purchase such tendered Notes as follows:

• first, on the Early Tender Date, Suzano will accept for purchase all Notes validly tendered on or prior to the Early Tender Date; and
• second, promptly after the Expiration Date, Suzano will accept for purchase all Notes validly tendered after the Early Tender Date and on or prior to the Expiration Date on a prorated basis such that Suzano purchases the maximum aggregate principal amount of Notes that does not exceed the Tender Cap.

All Notes not accepted as a result of prorationing will be promptly returned to tendering holder.

To ensure the return of Notes in minimum principal amounts of U.S.$100,000 and integral multiples of U.S.$1,000 above U.S.$100,000 ("Authorized Denominations"), if necessary, Suzano will make appropriate adjustments downward to the nearest U.S.$1,000 principal amount, or if applicable, the minimum denomination of U.S.$100,000, with respect to each Holder validly tendering Notes.  Any tender of Notes, the proration of which would otherwise result in a return of Notes to a tendering Holder in a principal amount below the minimum denomination of U.S.$100,000, may be rejected in full or accepted in full in Suzano's sole discretion.  Holders who tender less than all their Notes must continue to hold Notes in Authorized Denominations. Suzano expressly reserves the right, but is not obligated, to increase the Tender Cap in its sole discretion, without extending the Withdrawal Date or otherwise reinstating withdrawal rights.

The Tender Offer commenced on the date of the Statement and will expire on the Expiration Date, unless extended or earlier terminated by Suzano.  No tenders will be valid if submitted after the Expiration Date.  If a broker, dealer, commercial bank, trust company or other nominee (each, a "Nominee") holds your Notes, such Nominee may have an earlier deadline for accepting the offer.  You should promptly contact such Nominee that holds your Notes to determine its deadline.  The Tender Offer is open to all registered Holders of the Notes.

The payment date for (i) the Notes validly tendered and Consents validly delivered on or prior to the Early Tender Date and not validly withdrawn or revoked on or prior to the Withdrawal Date (the "Early Settlement Date") and (ii) the Notes validly tendered and Consents validly delivered after the Early Tender Date but on or prior to the Expiration Date (the "Final Settlement Date", and each of the Early Settlement Date and the Final Settlement Date a "Settlement Date"), in each case upon satisfaction (or waiver by Suzano) of each and all of the Conditions described under the heading "Conditions to the Offer and the Solicitation" in the Statement will occur promptly after the acceptance by Suzano for purchase of the Notes. Suzano expects that the Early Settlement Date will be within two business days following the Early Tender Date, which will be November 21, 2017, and expects that the Final Settlement Date will be within two business days following the Expiration Date, which will be December 6, 2017, but any such dates may be changed or early terminated by Suzano in its sole discretion without notice. During any such extension, all Notes previously tendered and not accepted for purchase and Consents previously delivered pursuant to the Offer will remain subject to the Offer and may, subject to the terms and conditions of the Offer, be accepted for purchase by Suzano.

Holders may not tender their Notes without delivering their Consents to the Proposed Amendments pursuant to the Solicitation and may not deliver Consents to the Proposed Amendments without tendering their Notes pursuant to the Tender Offer.  Holders that validly tender their Notes pursuant to the Tender Offer will be considered to have validly delivered their Consents pursuant to the Solicitation. The delivery of the Consents by Holders representing at least a majority in aggregate principal amount outstanding of the Notes is required to authorize the Proposed Amendments (the "Required Consents"). 

Assuming that the Required Consents to authorize the Proposed Amendments are validly delivered and not validly revoked, it is expected that Suzano, the Guarantor, the Trustee and the Paying Agent will execute a supplemental indenture (the "Supplemental Indenture") providing for the Proposed Amendments; provided however, that the Supplemental Indenture and the Proposed Amendments will not become effective and operative until the Final Settlement Date. If the Tender Cap is exceeded on or prior to the Early Tender Date or the Expiration Date, the Proposed Amendments and the Supplemental Indenture will not become effective, but the Holders of validly tendered Notes accepted for purchase will receive the Purchase Price or Total Consideration, as applicable, on a prorated basis as set forth in the Offer Documents. If the Proposed Amendments become operative, any Notes remaining outstanding after that date will no longer be entitled to the benefit of substantially all of the restrictive covenants and certain of the events of default contained in the Notes.

Suzano's obligation to accept for payment, and to pay the Total Consideration or the Purchase Price, as applicable, and Accrued Interest for, Notes validly tendered and not validly withdrawn and Consents validly delivered and not validly revoked pursuant to the Tender Offer and the Solicitation are subject to, and conditioned upon, the satisfaction of, or Suzano's waiver of the Conditions described under the heading "Conditions to the Offer and the Solicitation" in the Statement.

If you do not tender your Notes or if you tender Notes that are not accepted for purchase, they will remain outstanding.  If Suzano consummates the Tender Offer, the applicable trading market for your outstanding Notes of the applicable series may be significantly more limited.  For a discussion of this and other risks, see "Certain Significant Considerations—The Offer may adversely affect the market value and reduce the liquidity of any trading market of the Notes" in the Statement.

THE STATEMENT AND THE LETTER OF TRANSMITTAL SHOULD BE READ CAREFULLY BEFORE A DECISION IS MADE WITH RESPECT TO THE TENDER OFFER AND THE SOLICITATION.

NEITHER THE STATEMENT NOR ANY OF THE OTHER DOCUMENTS RELATING TO THE TENDER OFFER OR THE SOLICITATION HAVE BEEN FILED WITH OR REVIEWED BY THE FEDERAL OR ANY STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY OF ANY COUNTRY, NOR HAS ANY SUCH COMMISSION OR AUTHORITY PASSED UPON THE ACCURACY OR ADEQUACY OF THE OFFER TO PURCHASE OR ANY OF THE OTHER DOCUMENTS RELATING TO THE TENDER OFFER OR THE SOLICITATION.  ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL AND MAY BE A CRIMINAL OFFENSE.

Notwithstanding any other provision of the Tender Offer or the Solicitation, Suzano's obligation to accept for purchase, and to pay for, any Notes validly tendered pursuant to the Tender Offer and Consents validly delivered pursuant to the Solicitation, is conditioned upon the satisfaction of the Conditions (as defined in the Statement).  The Conditions to the Tender Offer and the Solicitation are for the sole benefit of Suzano and may be asserted by Suzano, regardless of the circumstances giving rise to any such condition (including any action or inaction by Suzano).  Suzano reserves the right, in its sole discretion, to waive any and all conditions of the Tender Offer, at or prior to the Expiration Date (or the Early Settlement Date).  The Tender Offer is not subject to a minimum principal amount of Notes being tendered. The Proposed Amendments related to the Solicitation are subject to obtaining the Required Consent and will not be effective if the Tender Cap is exceeded.

Subject to applicable laws and the terms set forth in the Tender Offer and the Solicitation, Suzano reserves the right (i) to waive or modify in whole or in part any and all conditions to the Tender Offer and the Solicitation, (ii) to extend the Expiration Date, the Early Tender Date, the Early Settlement Date, the Final Settlement Date or any other date mentioned herein, (iii) to modify or terminate the Tender Offer or the Solicitation or (iv) to otherwise amend the Tender Offer or the Solicitation in any respect.

NONE OF SUZANO, SUZANO PAPEL E CELULOSE S.A., THE TRUSTEE (AS DEFINED IN THE STATEMENT), THE TENDER AND INFORMATION AGENT, THE DEALER MANAGERS AND SOLICITATION AGENTS OR ANY OF THEIR RESPECTIVE AFFILIATES MAKES ANY RECOMMENDATION AS TO WHETHER HOLDERS SHOULD TENDER, DELIVER CONSENTS OR REFRAIN FROM TENDERING OR FROM DELIVERING CONSENTS AS TO ALL OR ANY PORTION OF THE PRINCIPAL AMOUNT OF THEIR NOTES PURSUANT TO THE TENDER OFFER AND THE SOLICITATION, NOR SHOULD THE TENDER OFFER OR THE SOLICITATION BE CONSTRUED AS INVESTMENT, ACCOUNTING, LEGAL OR TAX ADVICE BY SUCH PARTIES OR THEIR RESPECTIVE DIRECTORS, OFFICERS, AGENTS, ATTORNEYS OR EMPLOYEES.  HOLDERS MUST MAKE THEIR OWN DECISIONS AND SHOULD CONSULT THEIR OWN ATTORNEYS, ACCOUNTANTS AND OTHER ADVISORS WITH REGARD TO TENDERING NOTES.

Neither this press release nor the Statement constitutes an offer to purchase the Notes or solicits Consents in any jurisdiction in which, or to or from any person to or from whom, it is unlawful to make such offer under applicable securities laws.  If Suzano becomes aware of any jurisdiction in which the making of the Tender Offer or the Solicitation would not be in compliance with applicable laws, Suzano will make a good faith effort to comply with any such laws.  If, after such good faith effort, Suzano cannot comply with any such laws, the Tender Offer or the Solicitation will not be made to (nor will tenders of Notes or delivery of Consents be accepted from or on behalf of) the owners of Notes or delivery of Consents residing in such jurisdiction. Neither the delivery of the statement nor any purchase thereunder shall under any circumstances create any implication that the information contained therein is correct as of any time subsequent to the date hereof or that there has been no change in the information set forth herein or in any attachments hereto or in Suzano's affairs since the date hereof.  The Dealer Managers and Solicitation Agents may be tendering Notes in connection with the Tender Offer and the Solicitation.

The Statement does not constitute an offer to sell any securities or the solicitation of an offer to buy any securities (other than the Notes). Any offering of securities will only be made by an offering document and any such offering may not be registered with the U.S. Securities and Exchange Commission.

NOTICE REGARDING FORWARD-LOOKING STATEMENTS

This press release contains statements that are forward-looking within the meaning of Section 27A of the U.S. Securities Act of 1933, as amended, and Section 21E of the U.S. Securities Exchange Act of 1934, as amended. Forward-looking statements are only predictions and are not guarantees of future performance. Investors are cautioned that any such forward-looking statements are and will be, as the case may be, subject to many risks, uncertainties and factors relating to Suzano that may cause the actual results to be materially different from any future results expressed or implied in such forward-looking statements. Although Suzano believes that the expectations and assumptions reflected in the forward-looking statements are reasonable based on information currently available, Suzano cannot guarantee future results or events. Suzano expressly disclaims a duty to update any of the forward-looking statements.

The Tender and Information Agent for the Tender Offer is:
D.F. King & Co., Inc.
48 Wall Street, 22nd Floor
New York, New York 10005
United States
Email: suzano@dfking.com

www.dfking.com/suzano

Banks and Brokers call: +1 (212) 269‑5550

All others call toll free (U.S. only): +1 (800) 967-7574

By Facsimile Transmission:
(for Eligible Institutions only)
+1 (212) 709‑3328

For Confirmation
+1 (212) 269-5552
Attn: Andrew Beck

Any questions or requests for assistance or for additional copies of the Statement may be directed to the Tender and Information Agent at one of its telephone numbers above.  A Holder (or a beneficial owner that is not a Holder) may also contact the Dealer Managers and Solicitation Agents at their respective telephone numbers set forth below or its broker, dealer, commercial bank, trust company or other nominee for assistance concerning the Tender Offer or the Solicitation.

The Dealer Managers and Solicitation Agents for the Tender Offer are:

The Statement and the Letter of Transmittal shall be available online at www.dfking.com/suzano until the consummation or termination of the Tender Offer.

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SOURCE Suzano Trading Ltd.