Suzano in $1 Billion Water and Diversity Sustainability-Linked Notes Offering

Cleary Gottlieb represented Suzano S.A. (Suzano) and its Austrian wholly owned finance company Suzano Austria GmbH (Suzano Austria) in the offering of $1 billion 3.125% global notes due 2032, 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 12.5 bps to 3.25% per annum or to 3.375% 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., Credit Agricole Securities (USA) Inc., Goldman Sachs Bank Europe SE, MUFG Securities Americas Inc., and SMBC Nikko Securities America Inc. The transaction priced on June 28, 2021, and closed on July 1, 2021.