Suzano S.A 6-K, filed May 5, 2022
Suzano S.A. (SUZ)
About this 6-K
Suzano S.A filed this 6-K on May 5, 2022.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of May, 2022.
Commission File Number 001-38755
Suzano S.A.
(Exact name of registrant as specified in its charter)
SUZANO INC.
(Translation of Registrant’s Name into English)
Av. Professor Magalhaes Neto, 1,752
10th Floor, Rooms 1010 and 1011
Salvador, Brazil 41 810-012
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Date: May 5, 2022
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| SUZANO S.A. |
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| By: | /s/ Marcelo Feriozzi Bacci |
| Name: | Marcelo Feriozzi Bacci |
| Title: | Chief Financial Officer and Investor Relations Director |
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Exhibit 99.1
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SUZANO S.A.
Publicly-Held Company with Authorized Capital
CNPJ/ME No. 16.404.287/0001-55
NIRE No. 29.300.016.331
MINUTES OF THE BOARD OF DIRECTORS MEETING
HELD ON MAY 4, 2022
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São Paulo, SP, May 4, 2022.
Board:
___________________________ David Feffer Chairman | ___________________________ Silvia Krueger Pela Secretary |
___________________________ David Feffer Chairman of the Board | ___________________________ Daniel Feffer Vice-Chairman of the Board of Directors |
___________________________ Nildemar Secches Vice-Chairman of the Board of Directors | ___________________________ Ana Paula Pessoa Director |
___________________________ Gabriela Feffer Moll Director | ___________________________ Maria Priscila Rodini Vansetti Machado Director |
___________________________ Paulo Rogerio Caffarelli Director | ___________________________ Paulo Sergio Kakinoff Director |
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___________________________ Rodrigo Calvo Galindo Director |
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SUZANO S.A.
Publicly Held Company
Corporate Taxpayers’ Register (CNPJ/ME) No. 16.404.287/0001-55
Company Registry (NIRE) No. 29.300.016.331
MINUTES OF THE BOARD OF DIRECTORS MEETING
HELD ON MAY 4, 2022
EXHIBIT I
Exhibit G to the CVM Resolution No. 80, dated March 29, 2022
Negotiation of Stocks Issued by the Company
1. Justify in detail the purpose and the expected economic effects of the transaction:
The Company’s Stock Buyback Program, approved at the Board of Directors Meeting held on May 4, 2022, has as its main purpose maximize the generation of value for the stockholders, by allowing the Company to make an efficient allocation of capital considering the potential profitability of its stocks, in order to provide greater future returns to its stockholders. Additionally, the buyback signals to the market the management’s confidence in the Company’s performance.
Regarding its economic effects, the Buyback Program may generate to the stockholders, (a) eventual higher return in dividends and/or interest on stockholders’ equity, since the stocks acquired by the Company are not entitled to receive dividends, so that dividends and/or interest on stockholders’ equity will be paid for a smaller number of stocks, and (b) eventual increase of the percentage of stockholders’ interest in the Company, in the event of cancellation of stocks held in treasury.
2. Inform the numbers of (i) free float stocks and (ii) stocks already held in treasury:
Based on the shareholding composition as of March 31, 2022, (i) the Company holds 726,823,001 common, registered, book-entry, no par value stocks issued by the Company free floating in the market (“Free Float Stock”), and (ii) the Company holds in treasury 11,911,569 stocks issued by it, representing approximately 1.6% of the Free Float Stock.
3. Inform the number of stocks that may be acquired or disposed of:
As a result of the approval of the Buyback Program, the Company may acquire, within the limits provided for in the applicable regulations, up to 20,000,000 common shares of its own issue, representing, on March 31, 2022, approximately 2.8% of the Free Float Stock.
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4. Describe the main features of the derivative instruments that the company will use, if any:
The Company does not intend to make use of derivative instruments under the Buyback Program.
5. Describe, if any, any existing voting agreements or guidelines between the company and the counterparty of the transactions:
Not applicable, since the Company will carry out the transactions exclusively on the stock exchange, and there are no previously identifiable counterparties.
6. In the event of transactions conducted outside of organized securities markets, inform: (a) the maximum (minimum) price at which the stocks will be acquired (sold); and (b) if applicable, the reasons justifying the transaction at prices more than ten percent (10%) higher, in the case of acquisition, or more than ten percent (10%) lower, in the case of sale, than the average quotation, weighted by volume, on the ten (10) previous trading sessions:
Not applicable, since the Company will carry out the transactions exclusively on the stock exchange.
7. Inform, if any, the impacts that the negotiation will have on the composition of the shareholding control or the company’s administrative structure:
Not applicable, since the concretization of the negotiations should not affect the shareholding control or the Company’s administrative structure.
8. Identify the counterparties, if known, and, in the case of a related party to the company, as defined by the accounting rules that deal with this subject, also provide the information required by art. 9 of CVM Resolution No. 81, dated March 29, 2022:
Not applicable, since the Company will carry out the transactions exclusively on the stock exchange, and there are no previously identifiable counterparties.
9. Indicate the allocation of the earned income, if any:
Not applicable.
10. Indicate the maximum term for settlement of authorized transactions:
The maximum term for the settlement of the transaction is eighteen (18) months from the approval date of the Buyback Program by the Board of Directors (i.e., May 4, 2022), so that such term will end on November 4, 2023 (inclusive).
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11. Identify institutions that will act as intermediaries, if any:
The acquisitions of the Buyback Stocks will be intermediated by the following brokers: (i) XP Investimentos CCTVM, Av. Chedid Jafet, 75 - Torre Sul in the City and State of São Paulo, ZIP Code: 04551-060; (ii) Morgan Stanley CTVM S.A., Avenida Brigadeiro Faria Lima, 3600 - 6th floor, in the City and State of São Paulo, ZIP Code 04538-132; (iii) BTG Pactual Corretora de Títulos e Valores Mobiliários S.A., Avenida Brigadeiro Faria Lima, 3477 - 14th Floor (Part), in the City and State of São Paulo, ZIP Code: 04538-133; (iv) J. P. Morgan CCVM S.A., with head office at Av. Brigadeiro Faria Lima 3,729, 13th floor (Part), in the City and State of São Paulo, ZIP Code: 04538-905; (v) ITAU CV S.A, with head office at Av. Brigadeiro Faria Lima 3400, 10th floor, in the City and State of São Paulo, ZIP Code: 04538-132; (vi) BRADESCO S.A. CTVM, with head office at Av. Paulista 1450, 7th floor, in the City and State of São Paulo, ZIP Code: 01310-100.
12. Specify the available resources to be used, in accordance with art. 8, § 1, of CVM Resolution No. 77, dated March 29, 2022:
The following financial resources will be used for the acquisition of stocks within the scope of the Buyback Program corresponding (i) to the balances of the available profit and capital reserves, excluding the balances of the reserves indicated in sub-item I of § 1 of article 8 of CVM Resolution No. 77, dated March 29, 2022 (“RCVM 77”), and (ii) to the realized result of the current fiscal year, segregating the allocations to the formation of the reserves specified in article 8, § 1, of RCVM 77, as calculated in the Company’s last approved balance sheet.
13. Specify the reasons why the members of the board of directors are comfortable that the stocks buyback will not jeopardize the fulfillment of obligations to creditors or the payment of mandatory, fixed or minimum dividends:
The Board of Directors believe that the Company’s financial situation is compatible with the acquisition of stocks within the scope of the Buyback Program, and do not expect any impact (i) on the fulfillment of obligations assumed by the Company with creditors and (ii) on the payment of mandatory, fixed or minimum dividends, in view of the Company’s liquidity situation and cash generation.
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