Suzano S.A 6-K, filed Oct 27, 2022
Suzano S.A. (SUZ)
About this 6-K
Suzano S.A filed this 6-K on October 27, 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 October, 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: October 27, 2022 | | |
| | |
SUZANO S.A. | ||
| | |
By: | /s/ Marcelo Feriozzi Bacci | |
Name: | Marcelo Feriozzi Bacci | |
Title: | Chief Financial and Investor Relations Officer |
3
Exhibit 99.1
SUZANO S.A.
Publicly Held Company with Authorized Capital
CNPJ/ME No. 16.404.287/0001-55
NIRE 29.3.0001633-1
MATERIAL FACT
São Paulo, October 27, 2022 – Suzano S.A. (“Company” or “Suzano”) (B3: SUZB3 / NYSE: SUZ), under the provisions of CVM Resolution No. 44, of August 23, 2021, and CVM Resolution No. 80, of March 29, 2022 (“CVM Resolution No. 80/22”), informs its shareholders and the market in general that, its Board of Directors approved on the date hereof a new shares buyback program (“October/2022 Program”), in accordance with the following terms and conditions:
(i) Program Purpose. The purpose of the October/2022 Program is to maximize the value generation for shareholders, as it allows the Company to efficiently allocate capital, considering the profitability potential of its stock, to provide greater future returns for its shareholders. Additionally, the acquisition of its own shares signals to the market the management’s confidence in the Company’s performance.
(ii) Number of free float shares. Based on the shareholding position as of September 30, 2022, the Company has: (a) 686,352,936 free float shares, according to the definition set forth in Section 67 of CVM Resolution No. 80/22; and (b) 51,911,569 shares of its own issuance held in treasury, representing approximately 7.6% of the total free float shares issued by the Company.
(iii) Number of shares that may be acquired. The Company may acquire, within the scope of the October/2022 Program, up to 20,000,000 common shares of its own issue. The total of shares covered in the October/2022 Program represents approximately 2.9% of the current total free float shares issued by the Company on September 30, 2022.
(iv) Final Term. The final term to carry out the acquisition of shares under the October/2022 Program is 18 months from its date of approval by the Board of Directors (i.e., October 27, 2022), so that said term will expire on April 27, 2024 (inclusive).
(v) Price and form of acquisition. The shares acquisition will be carried out at the stock exchange market of B3 S.A. – Brasil, Bolsa, Balcão, at market prices, at the Company’s convenience, in view of its shares’ quotation value and the Company’s available cash or cash equivalents, respecting the limits provided in the October/2022 Program and applicable regulation.
(vi) Resources. The shares acquisition will be carried out using: (a) the balances of the available profit and capital reserves, excluding the balances of the reserves referred to in item I of paragraph 1 of Section 8 of CVM Resolution No. 77, of March 29, 2022 (“CVM Resolution No. 77/22”); and (b) the realized profit for the current year, excluding the allocations to the formation of the reserves specified in item I of paragraph 1 of Section 8 of said Resolution, as determined in the Quarterly Financial Statements for the period ended on September 30, 2022.
(vii) Intermediary Financial Institutions. The acquisition of the shares encompassed in the July/2022 Program will be intermediated by the following brokerage firms: (a) XP Investimentos CCTVM S.A.; (b) Morgan Stanley CTVM S.A.; (c) BTG Pactual Corretora de Títulos e Valores Mobiliários S.A.; (d) J. P. Morgan CCVM S.A.; (e) Goldman Sachs do Brasil Corretora de Títulos e Valores Mobiliários S.A..; and (f) Bradesco S.A. CTVM.
(viii) Additional information. In the opinion of the Company’s Board of Directors, Suzano’s financial situation is compatible with the acquisition of shares within the scope of the October/2022 Program, and no impact is expected on: (a) the fulfillment of obligations assumed by the Company with creditors; and (b) the payment of mandatory dividends, fixed or minimum, in view of the Company’s liquidity situation and cash generation.
The minutes of the Board of Directors Meeting that approved the October/2022 Program, containing all the information required by Annex G of CVM Resolution No. 80/22, are available on the websites of the Brazilian Securities and Exchange Commission (cvm.gov.br), of B3 (b3.com.br) and of the Company’s investor relations.
São Paulo, October 27, 2022.
Marcelo Feriozzi Bacci
Chief Financial and Investor Relations Officer