Securities Registration (section 12(b)) (8-a12b)
14 Noviembre 2017 - 4:02PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
FIBRIA CELULOSE S.A. FIBRIA OVERSEAS FINANCE LTD.
(Exact name of each registrant as specified in its charter)
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Federative Republic of Brazil
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Cayman Islands
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(State or other jurisdiction of incorporation or organization)
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(State or other jurisdiction of incorporation or organization)
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Not Applicable
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Not Applicable
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(I.R.S. employer identification number)
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(I.R.S. employer identification number)
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Rua Fidêncio Ramos, 302 and (part of) 4th floors
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190 Elgin Avenue, George Town
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Edifício Vila Olímpia, Torre B, Bairro Vila Olímpia
04551-010, São Paulo, SP, Brazil
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Grand Cayman KY1-9005
Cayman Islands
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(Address of each registrant’s principal executive offices, including zip code)
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Securities to be registered pursuant to Section 12(b) of the Act:
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Title of each class
to be so registered
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Name of each exchange on which
each class is to be registered
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4.000% Notes Due 2025
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New York Stock Exchange
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If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A. (c), check the following box.
x
If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A. (d), check the following box.
o
Securities Act registration statement file number to which this form relates:
333-221440 and 333-221440-01
Securities to be registered pursuant to Section 12(g) of the Act:
None
Item 1. Description of Registrant’s Securities to be Registered.
For a description of the securities to be registered hereunder, reference is made to the information under the headings “Description of the Notes” on pages S-40 through S-48 of the Prospectus Supplement dated November 9, 2017, “Description of the Debt Securities” on pages 11 through 27 of the Prospectus dated November 9, 2017 and “Description of the Guarantee” on page 28 of the Prospectus dated November 9, 2017, each of which forms part of the registration statement on Form F-3 (Registration Statement Nos. 333-221440 and 333-221440-01) of Fibria Celulose S.A. and Fibria Overseas Finance Ltd., which information is incorporated by reference and made part of this registration statement in its entirety.
Item 2. Exhibits.
The securities to be registered hereunder are expected to be listed on the New York Stock Exchange, the exchange on which the American Depositary Shares of Fibria Celulose S.A. are currently listed. Pursuant to the Instructions as to Exhibits with respect to Form 8-A, the following exhibits are being filed with the Securities and Exchange Commission in connection with this Registration Statement:
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1.1
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Indenture dated as of November 14, 2017 between Fibria Overseas Finance Ltd., as issuer, Fibria Celulose S.A., as guarantor, and Deutsche Bank Trust Company Americas, as trustee (incorporated by reference to Exhibit 4.2 of the Current Report on Form 6-K furnished by Fibria Celulose S.A. on November 14, 2017)
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1.2
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First Supplemental Indenture dated as of November 14, 2017, between Fibria Overseas Finance Ltd., as issuer, Fibria Celulose S.A., as guarantor, and Deutsche Bank Trust Company Americas, as trustee (incorporated by reference to Exhibit 4.3 of the Current Report on Form 6-K furnished by Fibria Celulose S.A. on November 14, 2017)
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1.3
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Form of 4.000% Note due 2025 (incorporated by reference to Exhibit 4.4 of the Current Report on Form 6-K furnished by Fibria Celulose S.A. on November 14, 2017, which is included in Exhibit 4.3 of the Current Report on Form 6-K furnished by Fibria Celulose S.A. on November 14, 2017)
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EXHIBIT INDEX
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Exhibit
Number
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Description
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1.1.
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Indenture dated as of November 14, 2017 between Fibria Overseas Finance Ltd., as issuer, Fibria Celulose S.A., as guarantor, and Deutsche Bank Trust Company Americas, as trustee (incorporated by reference to Exhibit 4.2 of the Current Report on Form 6-K furnished by Fibria Celulose S.A. on November 14, 2017)
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1.2
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First Supplemental Indenture dated as of November 14, 2017, between Fibria Overseas Finance Ltd., as issuer, Fibria Celulose S.A., as guarantor, and Deutsche Bank Trust Company Americas, as trustee (incorporated by reference to Exhibit 4.3 of the Current Report on Form 6-K furnished by Fibria Celulose S.A. on November 14, 2017)
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1.3
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Form of 4.000% Note due 2025 (incorporated by reference to Exhibit 4.4 of the Current Report on Form 6-K furnished by Fibria Celulose S.A. on November 14, 2017, which is included in Exhibit 4.3 of the Current Report on Form 6-K furnished by Fibria Celulose S.A. on November 14, 2017)
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, as amended, each Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.
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Fibria Celulose S.A.
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Date: November 14, 2017
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By:
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/s/ Marcelo Strufaldi Castelli
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Name:
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Marcelo Strufaldi Castelli
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Title:
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Chief Executive Officer
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Date: November 14, 2017
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By:
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/s/ Guilherme Perboyre Cavalcanti
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Name:
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Guilherme Perboyre Cavalcanti
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Title:
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Chief Financial Officer
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Fibria Overseas Finance Ltd.
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Date: November 14, 2017
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By:
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/s/ Marcelo Strufaldi Castelli
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Name:
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Marcelo Strufaldi Castelli
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Title:
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Director
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Date: November 14, 2017
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By:
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/s/ Guilherme Perboyre Cavalcanti
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Name:
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Guilherme Perboyre Cavalcanti
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Title:
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Director
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