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Fibria Overseas Finance Ltd. Announces Final Results Of Tender Offer For Its 6.750% Senior Notes Due 2021 And Related Consent Solicitation - KOAM TV 7

Fibria Overseas Finance Ltd. Announces Final Results Of Tender Offer For Its 6.750% Senior Notes Due 2021 And Related Consent Solicitation

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SOURCE Fibria Overseas Finance Ltd.

SAO PAULO, May 9, 2014 /PRNewswire/ -- Fibria Overseas Finance Ltd. (the "Offeror"), a wholly-owned subsidiary of Fibria Celulose S.A. ("Fibria"), today announced the final results of its previously announced offer to purchase for cash (the "Tender Offer") with respect to any and all of its outstanding 6.750% Senior Notes due 2021 (the "Notes") and related consent solicitation (the "Consent Solicitation"). The Notes are unconditionally guaranteed by Fibria. The Tender Offer and the Consent Solicitation expired at 12:00 Midnight, New York Time, on May 8, 2014 (the "Expiration Date").

The Offeror has been advised that as of the Expiration Date, US$430,394,000 in aggregate principal amount of the Notes, or approximately 78.45% of the Notes outstanding, had been validly tendered pursuant to the Tender Offer and consents delivered pursuant to the related Consent Solicitation.

Holders of Notes who have validly tendered their Notes and delivered the related consents at or prior to the Expiration Date are eligible to receive the consideration described in the Offer to Purchase (as defined below), which includes a consent payment, plus accrued and unpaid interest to, but not including, the settlement date for the Notes (the "Settlement Date"). The Settlement Date is expected to occur on or about May 12, 2014.

Settlement of the Tender Offer and the Consent Solicitation is conditioned on the satisfaction or waiver of certain conditions described in the Offer to Purchase, including consummation of a financing condition on terms and conditions acceptable to the Offeror. On May 7, 2014, the Offeror priced its offering (the "New Notes Offering") of US$600,000,000 million in aggregate principal amount of Notes due 2024 (the "New Notes"). Subject to satisfaction of customary conditions, the New Notes Offering is currently expected to close on the Settlement Date.

On May 9, 2014, the Offeror executed a supplemental indenture (the "Supplemental Indenture") to the indenture governing the Notes (the "Indenture") with respect to the proposed amendments to the Indenture (the "Proposed Amendments"), which eliminates substantially all of the restrictive covenants, as well as various events of default and related provisions contained in the Indenture. Adoption of the Proposed Amendments required consents from holders of a majority in aggregate principal amount of the Notes outstanding (excluding any Notes held by the Offeror, Fibria or their affiliates), which has been obtained. Any Notes not tendered and purchased pursuant to the Tender Offer will remain outstanding and will be governed by the terms of the Indenture, as amended by the Supplemental Indenture.

The terms and conditions of the Tender Offer and the Consent Solicitation, as well as the Proposed Amendments, are described in the Offer to Purchase and Consent Solicitation Statement, dated May 1, 2014 (the "Offer to Purchase"), previously distributed to holders of the Notes. Copies of the Offer to Purchase are available to holders of Notes from D.F. King & Co., Inc., the information agent for the Tender Offer and the Consent Solicitation (the "Information Agent").  Requests for copies of the Offer to Purchase should be directed to the Information Agent in New York at (888) 644-6071 (U.S. toll free) or (212) 493-6940 (collect); in London at +44 (20) 7920-9700 (collect); or at fibria@dfking.com.

The Offeror reserves the right, in its sole discretion, not to accept any tenders of Notes or deliveries of consents for any reason.  The Offeror made the Tender Offer and the Consent Solicitation only in those jurisdictions where it is legal to do so.     

The Offeror retained Citigroup Global Markets Inc. ("Citigroup"), Credit Agricole Securities (USA) Inc. ("Credit Agricole CIB"), Deutsche Bank Securities Inc. ("Deutsche Bank Securities"), Goldman, Sachs & Co. ("Goldman Sachs") and Banco Votorantim Securities, Inc. ("Banco Votorantim") to act as Dealer Managers in connection with the Tender Offer and as Solicitation Agents in connection with the Consent Solicitation.  Questions regarding the Tender Offer and the Consent Solicitation may be directed to Citigroup at +1 (800) 558-3745 (U.S. toll free) or +1 (212) 723-6106 (collect); Credit Agricole CIB at +1 (866) 807-6030 (U.S. toll free) or +44 (20) 7214-7440 (collect); Deutsche Bank Securities at +1 (855) 287-1922 (U.S. toll free) or +1 (212) 250-7527 (collect); Goldman Sachs at +1 (800) 828-3182 (U.S. toll free) or +1 (212) 902-6595 (collect); and Banco Votorantim at  +1 (212) 339-7431 (collect).

Neither the Offer to Purchase nor any related documents have been filed with the U.S. Securities and Exchange Commission, nor have any such documents been filed with or reviewed by any federal or state securities commission or regulatory authority of any country. No authority has passed upon the accuracy or adequacy of the Offer to Purchase or any related documents, and it is unlawful and may be a criminal offense to make any representation to the contrary.

This announcement is not an offer to purchase, a solicitation of an offer to purchase or a solicitation of consents with respect to the Notes or the New Notes.  The Tender Offer and the Consent Solicitation have been made solely pursuant to the Offer to Purchase. 

NOTICE REGARDING FORWARD-LOOKING STATEMENTS

This press release contains forward-looking statements 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, that are not based on historical facts and are not assurances of future results. These forward-looking statements are based on management's current expectations and estimates about future events and financial trends, which affect or may affect the Offeror's, Fibria's and their affiliates' businesses and results of operations. The words "believe," "may," "will," "estimate," "continue," "anticipate," "intend," "expect" and similar words are intended to identify estimates and forward-looking statements. These statements include but are not limited to forward-looking statements about the Tender Offer and Consent Solicitation. Although the Offeror believes that these forward-looking statements are based upon reasonable assumptions, these statements are subject to several risks and uncertainties and are made in light of information currently available to the Offeror. Estimates and forward-looking statements involve risks and uncertainties and are not guarantees of future performance. Any changes in such assumptions or factors could cause actual results to differ materially from current expectations and the Offeror's, Fibria's and their affiliates' future results may differ materially from those expressed in these estimates and forward-looking statements.

All forward-looking statements are expressly qualified in their entirety by this cautionary statement, and you should not place reliance on any forward-looking statement contained in this document. The Offeror undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information or future events or for any other reason.

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