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): ◻
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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 4, 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
SUZANO S.A.
Publicly Held Company
Corporate Taxpayer ID (CNPJ/MF): 16.404.287/0001-55
Company Registry (NIRE): 29.3.0001633-1
MATERIAL FACT
São Paulo, May 4, 2022 – Suzano S.A. (“Company” or “Suzano”) (B3: SUZB3 / NYSE: SUZ), under the provisions of article 33, item XXXV, of CVM Resolution No. 80, of March 29, 2022, and in compliance with the best practices in corporate governance, informs its shareholders and the market in general that its Board of Directors approved on the date hereof a stock buyback program (“Buyback Program”) of the Company, in accordance with the following terms and conditions:
| ● | the purpose of the Buyback Program is to maximize the generation of value for shareholders, as it allows the Company to efficiently allocate capital, considering the profitability potential of its stock, in order to provide greater future returns for its shareholders. Additionally, the buyback demonstrates to the market confidence that management has in the Company’s performance; |
| ● | the Company may acquire, within the scope of the Buyback Program, up to 20,000,000 buyback common stocks of its own issuance (“Buyback Stocks”), within the limits set forth in the applicable regulations, without reducing the capital stock, to remain in treasury and subsequent disposal and/or cancellation; |
| ● | based on the shareholding position on March 31, 2022, (i) the Company holds 726,823,001 common, registered, book-entry stock with no par value, issued by the Company and outstanding in the market (“Outstanding Stock”), (ii) the Company already holds treasury of 11,911,569 stock, representing approximately 1.6% of the Outstanding Stock, and (iii) the Buyback Stock represent approximately 2.8% of the Outstanding Stock; |
| ● | the total number of treasury stock of the Company may not exceed the maximum limit of 10% of the outstanding stock in the market, under article 8 of CVM Resolution No. 77, of March 29, 2022 (“RCVM 77”); |
| ● | in the event of acquisitions being carried out within the scope of the Buyback Program, there will be no changes in the composition of the Company’s controlling interest or management structure; |
| ● | the Company does not intend to use derivative instruments within the scope of the Buyback Program; |
| ● | the maximum period for carrying out purchases under the Buyback Program is 18 months from the date of approval of the Buyback Program by the Board of Directors (i.e., May 4, 2022), so referred period will expire after November 4, 2023 (inclusive); |
| ● | purchases of Buyback Stock will be brokered by the following brokerage firms: (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 3.400, 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; |
Finally, the Company reiterates its commitment to keep shareholders and the market in general informed about the progress of this subject matter and any other of interest to the market.
São Paulo, May 4, 2022.
Marcelo Feriozzi Bacci
Chief Financial and Investor Relations Officer