ndr in boston & bradesco bbi's 8th annual ceo forum · 1 disclaimer this communication...
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NDR in Boston & Bradesco BBI's 8th Annual CEO Forum
November 2018
1
Disclaimer
This communication contains certain statements that are “forward-looking statements” within the meaning of Section 27A
of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, as amended. Some of these
forward-looking statements are identified with words like “believe,” “may,” “could,” “would,” “might,” “possible,” “will,”
“should,” “expect,” “intend,” “plan,” “anticipate,” “estimate”, “potential”, “outlook” or “continue,” the negative of these
words, other terms of similar meaning or the use of future dates. Forward-looking statements in this communication
include, without limitation, statements regarding the declaration or payment of dividends, the implementation of principal
operating and financing strategies and capital expenditure plans, the direction of future operations and the factors or
trends affecting financial condition, liquidity or results of operations are examples of forward-looking statements. Such
statements reflect the current views of management and are subject to a number of risks and uncertainties. Such
statements are qualified by the inherent risks and uncertainties surrounding future expectations generally, and actual
results could differ materially from those currently anticipated due to a number of risks and uncertainties. There is no
guarantee that the expected events, trends or results will actually occur. The statements are based on many
assumptions and factors, including general economic and market conditions, industry conditions, and operating factors.
Any changes in such assumptions or factors could cause actual results to differ materially from current expectations.
Suzano does not undertake any obligation to update any forward-looking statements as a result of new information,
future developments or otherwise, except as expressly required by law. All forward-looking statements in this
communication are qualified in their entirety by this cautionary statement.
NO OFFER OR SOLICITATION
This communication is for informational purposes only and is neither an offer to sell nor a solicitation of an offer to
subscribe for or buy shares, nor is it a substitute for any offer materials that Suzano will, if required, file with the U.S.
Securities and Exchange Commission (“SEC”). No offer of securities will be made in the United States except by means
of a prospectus meeting the requirements of Section 10 of the U.S. Securities Act of 1933, as amended, or pursuant to
an exemption therefrom.
2
Section 1
TRANSACTION OVERVIEW
3
Consolidating Suzano’s Business Strategy
RESHAPING OF THE
INDUSTRYA D JA C E N T
BUSINESSESS T R U C T U R A L
COMPETITIVENESS
4
Agreement Terms
On March 15, 2018, the controlling shareholders of Fibria, BNDES Participações and Votorantim
S.A., signed an agreement with Suzano committing to approve the transaction with following terms:
Equity Component
1 Fibria
share
0.4611
Suzano
shares
BRL 52.50
cashAdjusted by CDI from
signing to closing
255 million
new shares
BRL 29.0
billionNot considering CDI
adjustments
Total
deal size
Cash Component
5
Transaction Timeline
Regulatory approval process
Agreement
between
Suzano and
Fibria
SEC filingsShareholder
meetingsClosing
Approval of
all antitrust Closing: D+45
Corporate developments Securities Filings Available sources of
financing
Antitrust
✓ Approval of the Protocol of
Justification and
Incorporation (Merger
Agreement) by the Boards
of Directors of Suzano and
Fibria
✓ Merger approved at the
Shareholders’ Meeting held
on September 13, 2018
✓ Integration planning
✓ Finalized Suzano’s SEC
Registration
NYSE ADR listing
SOX Compliance starting
on January 1, 2019
✓ Local issuance of
Debentures, Export Credit
Notes, Rural Producer
Certificate and Advance on
Currency Exchange
Contracts (R$7.9 billion)
✓ Issuance of 10-year Senior
Unsecured Notes (US$1.0
billion)
✓ Unrestricted authorization
issued by the Federal Trade
Commission (US antitrust),
SAMR (China), Turkey, and
CADE (Brazil)
Filing at the European
Commission (expected to
be concluded by the end of
November)
6
Funding Structure
Overview (US$ million)
8,8378,391
7,105
249
299(695)
(1,585)
(2,300)
(2,100)
(1,000) (500)
Acqu
isitio
n c
ash
po
rtio
n¹
on 0
3/1
5/2
01
8
CD
I a
dju
stm
ent
until
09/3
0/2
01
8
Fib
ra's
div
ide
nds²
Acqu
isitio
n c
ash
po
rtio
no
n 0
9/3
0/2
01
8
Adju
stm
en
t fo
r F
X c
han
ge
Ma
rk to m
ark
et
an
d c
ash
effe
ct o
n 0
9/3
0/2
018
Sub
tota
l
1st tr
an
che
(6yr
term
lo
an
)
Loca
l is
suan
ce
s
US
D B
on
dd
ue
20
29
US
D B
on
d R
e-T
ap
due
20
47 C
ash
(1) Acquisition cash portion: received by Fibria’s shareholders, R$52.50 for each Common Stock, to be adjusted by CDI fluctuation from 03/15/2018 until the transaction’s closing date | (2) Fibria’s
dividends of R$2.8 billion to be approved on shareholder’s meeting on Dec-03 (with FX on 09/30/2018 of R$4.0039/US$)
7
Section 2
RESULTING COMPANY
8
Compelling Strategic Combination
Consolidated Geographic Footprint
1
2
3
4 5
1 2
3
4
ImperatrizMA
MucuriBA
Rio VerdeSP
Três Lagoas I and IIMS
Aracruz ES
Suzano SP
LimeiraSP
Veracel1
BA
Jacareí SP
6
Belém do Pará2
PA
7
Fortaleza2
CE
The combination of Suzano and Fibria will create benefits of scale and synergies
Key highlights
Suzano forest assets
Suzano facilities
Fibria forest assets Overlapping forest assets
Fibria facilities
Source: Suzano filings and SEC | (1) Veracel is a Joint Venture 50% Fibria / 50% Stora Enso | (2) Facepa facilities (tissue)
Strong competitive profile: 11 million tons of market
pulp and 1.4 million tons of paper
Robust asset base with unmatched long term
competitive advantages
Superior platform to explore diversification into
adjacent businesses
Brazilian forestry competitiveness allows lower
cost of wood
Relevant operating and financial synergies
Geographically diversified revenue
Pro forma revenue breakdown by region – 2017
34%
27%
19%
16%
3%Asia
Europe
Brazil
North America
Others
Over 80% of
revenues comes
from exports
9
Pro Forma Historical Financial Figures
Revenues (R$ million) Adj. EBITDA (R$ million) and Margin (%)
Net Debt1 (R$ million) Net Leverage1 (x)
Source: Suzano and Fibria SEC Filings as of September 30th 2018 | (1) 3Q18 includes Suzano and Fibria standalone reported debt, US$2.3bn EPP and $2.6bn of additional acquisition financing |
BRL/USD FX of 4.0039 as of September 30th 2018
22,320
31,665
2017 3Q18 LTM
2.3x
3.3x
2017 3Q18 LTM
22,111
52,988
2017 Sep-18
9,567
16,217 42.9%
51.2%
0%
5%
10%
15%
20%
25%
30%
35%
40%
45%
50%
0
5000
10000
15000
20000
2017 3Q18 LTM
10
Indebtedness and Pro Forma Maturity Profile
Indebtedness overview: Suzano
Pro forma debt maturity profile1 (R$ million)
2016 2017 3Q18
Indebtedness
Gross Debt (R$ billion) 14 12.2 23.8
Net Debt (R$ billion) 10.3 9.5 10.8
Ratios
Net Debt / Adj EBITDA 2.6x 2.1x 1.6x
Average Cost USD 4.7% 5.1% 5.2%
Average Maturity (months) 42 84 93
Indebtedness overview: Fibria
2016 2017 3Q18
Indebtedness
Gross Debt (R$ billion) 18.3 19.3 21.4
Net Debt (R$ billion) 11.5 12.6 12.5
Ratios
Net Debt / Adj EBITDA 3.1x 2.6x 1.3x
Average Cost USD 4.1% 4.5% 3.9%
Average Maturity (months) 57 60 57
15,455
11,145
9,209
10,043
1,240
5,182 4,347 5,2934,175
45,852
2018 2019 2020 2021 2022 2023+
Suzano Fibria EPP Additional financing
R$ billion Suzano Fibria
Total Debt 23.8 21.4
Avg Life 7.8 yrs 4.8 yrs
Breakdown by type of financing
Suzano + Fibria
Source: Suzano and Fibria SEC Filings as of September 30th 2018 | (1) Includes Suzano and Fibria standalone reported debt, US$2.3bn EPP and $2.6bn of additional acquisition financing | BRL/USD
FX of 4.0039 as of September 30th 2018
39%
19%
16%
11%
7%
8%
Bond Export Finance CRA Debenture BNDES Others
US$2.3bn
EPP
11
Section 3
BONDS
12
Suzano’s secondary market performance
Yield evolution (Bid YTM, %)
6.67
5.63
6.37
4.5
5.0
5.5
6.0
6.5
7.0
7.5
Suzano 7.00% 2047 Vale 5.625% 2042 Rep of Brazil 5.625% 2047
Source: Bloomberg as of August 28, 2018 | Hawkins Wright, Outlook for market pulp as of December 2017 ex-freight and sales costs (Brazil and Suzano: exchange rate of R$3.2790/US$) | (1) Hawkins
Wright, Outlook for market pulp demand – considers the total installed capacity as reported in the companies’ public filings and investor relations, including of operations to be initiated | (2) Suzano’s
market pulp (3,640kt) and Fibria (7,250kt), based on companies websites.
10.9²
6.0
3.9 3.8 3.72.8 2.8 2.8 2.6 2.5
AP
P +
PE
+E
ldora
do
Ara
uco
Int P
aper
CM
PC
Ap
ril
UP
M
Me
tsa
GP
Sto
ra E
nso
Pulp Production Capacity (million tons)1 Cash Cost 2017 (USD/ton)
Ha
rdw
oo
d
Pu
lp
183 198
297 303 324 354 392 443 452
Suzano Brazil Indonesia Chile/Uruguay
EastEurope
Canada OtherAsia
China USA
So
ftw
oo
d
Pu
lp316
357 384421
483
East Europe Chile Others USA East Canada
Yield evolution (Bid YTM, %)
5.49
4.75
4.80
4.43
3
4
5
6
Suzano 5 3/4% due 26 Arauco 3 7/8% due 27
CMPC 4 3/8% due 27 IP 3.00% due 27