UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM T-1
STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE
o CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2)
DEUTSCHE BANK TRUST COMPANY AMERICAS
(formerly BANKERS TRUST COMPANY)
(Exact name of trustee as specified in its charter)
NEW YORK |
| 13-4941247 |
(Jurisdiction of Incorporation or |
| (I.R.S. Employer |
organization if not a U.S. national bank) |
| Identification no.) |
|
|
|
60 WALL STREET |
|
|
NEW YORK, NEW YORK |
| 10005 |
(Address of principal |
| (Zip Code) |
executive offices) |
|
|
Deutsche Bank Trust Company Americas
Attention: Catherine Wang
Legal Department
60 Wall Street, 36th Floor
New York, New York 10005
(212) 250 — 7544
(Name, address and telephone number of agent for service)
Suzano Austria GmbH
(Exact name of obligor as specified in its charter)
The Republic of Austria | Not Applicable |
(State or other jurisdiction of | (I.R.S. Employer |
incorporation or organization) | Identification No.) |
Fleischmarkt 1
1010 Vienna
Austria
+43 1 205 776 0095
(Address of principal executive offices)
6.000% SENIOR NOTES DUE 2029
5.000% SENIOR NOTES DUE 2030
Suzano S.A.
(Exact name of obligor as specified in its charter)
The Federative Republic of Brazil |
| Not Applicable |
(State or other jurisdiction of |
| (I.R.S. Employer |
incorporation or organization) |
| Identification No.) |
Av. Professor Magalhaes Neto, 1,752
10th Floor, Rooms 1010 and 1011
Salvador, Brazil 41 810-012
Telephone: +55 11 3503-9000
(Address of principal executive offices)
GUARANTEE OF 6.000% SENIOR NOTES DUE 2029
GUARANTEE OF 5.000% SENIOR NOTES DUE 2030
(Title of the Indenture securities)
Item 1. General Information.
Furnish the following information as to the trustee.
(a) Name and address of each examining or supervising authority to which it is subject.
Name |
| Address |
|
|
|
Federal Reserve Bank (2nd District) |
| New York, NY |
Federal Deposit Insurance Corporation |
| Washington, D.C. |
New York State Banking Department |
| Albany, NY |
(b) Whether it is authorized to exercise corporate trust powers.
Yes.
Item 2. Affiliations with Obligor.
If the obligor is an affiliate of the Trustee, describe each such affiliation.
None
Item 3. -15. | Not Applicable. |
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|
Item 16. | List of Exhibits. |
| Exhibit 1 - | Restated Organization Certificate of Bankers Trust Company dated August 31, 1998; Certificate of Amendment of the Organization Certificate of Bankers Trust Company dated September 25, 1998; Certificate of Amendment of the Organization Certificate of Bankers Trust Company dated December 18, 1998;Certificate of Amendment of the Organization Certificate of Bankers Trust Company dated September 3, 1999; and Certificate of Amendment of the Organization Certificate of Bankers Trust Company dated March 14, 2002, incorporated herein by reference to Exhibit 1 filed with Form T-1 Statement, Registration No. 333-201810. |
|
|
|
| Exhibit 2 - | Certificate of Authority to commence business, incorporated herein by reference to Exhibit 2 filed with Form T-1 Statement, Registration No. 333-201810. |
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|
|
| Exhibit 3 - | Authorization of the Trustee to exercise corporate trust powers, incorporated herein by reference to Exhibit 3 filed with Form T-1 Statement, Registration No. 333-201810. |
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|
|
| Exhibit 4 - | Existing By-Laws of Deutsche Bank Trust Company Americas, dated August 30, 2018, incorporated herein by reference to Exhibit 4 filed with Form T-1 Statement, Registration No. 333-224828. |
| Exhibit 5 - | Not applicable. |
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|
|
| Exhibit 6 - | Consent of Bankers Trust Company required by Section 321(b) of the Act, incorporated herein by reference to Exhibit 6 filed with Form T-1 Statement, Registration No. 333-201810. |
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| Exhibit 7 - | A copy of the latest report of condition of the trustee published pursuant to law or the requirements of its supervising or examining authority. |
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| Exhibit 8 - | Not Applicable. |
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| Exhibit 9 - | Not Applicable. |
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the trustee, Deutsche Bank Trust Company Americas, a corporation organized and existing under the laws of the State of New York, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in The City of New York, and State of New York, on this 24th day of June, 2019.
| DEUTSCHE BANK TRUST COMPANY AMERICAS | ||
|
| ||
| By: | /s/Luke Russel | |
|
| Name: Luke Russel | |
|
| Title: Assistant Vice President | |
Consolidated Report of Condition for Insured Banks and Savings Associations for March 31, 2019
All schedules are to be reported in thousands of dollars. Unless otherwise indicated, report the amount outstanding as of the last business day of the quarter.
Schedule RC—Balance Sheet
|
| Dollar Amounts in Thousands |
| RCON |
| Amount |
| |||
Assets |
|
|
|
|
|
|
|
| ||
1. | Cash and balances due from depository institutions (from Schedule RC-A): |
|
|
|
|
|
|
|
| |
| a. | Noninterest-bearing balances and currency and coin (1) |
|
|
|
| 0081 |
| 33,000 | 1.a. |
| b. | Interest-bearing balances (2) |
|
|
|
| 0071 |
| 16,966,000 | 1.b. |
2. | Securities: |
|
|
|
|
|
|
|
| |
| a. | Held-to-maturity securities (from Schedule RC-B, column A) (3) |
|
|
|
| JJ34 |
| 0 | 2.a. |
| b. | Available-for-sale securities (from Schedule RC-B, column D) |
|
|
|
| 1773 |
| 0 | 2.b. |
| c. | Equity securities with readily determinable fair values not held for trading (4) |
|
|
|
| JA22 |
| 5,000 | 2.c. |
3. | Federal funds sold and securities purchased under agreements to resell: |
|
|
|
|
|
|
|
| |
| a. | Federal funds sold |
|
|
|
| B987 |
| 0 | 3.a. |
| b. | Securities purchased under agreements to resell (5, 6) |
|
|
|
| B989 |
| 13,287,000 | 3.b. |
4. | Loans and lease financing receivables (from Schedule RC-C): |
|
|
|
|
|
|
|
| |
| a. | Loans and leases held for sale |
|
|
|
| 5369 |
| 0 | 4.a. |
| b. | Loans and leases held for investment |
| B528 | 10,109,000 |
|
|
|
| 4.b. |
| c. | LESS: Allowance for loan and lease losses |
| 3123 | 9,000 |
|
|
|
| 4.c. |
| d. | Loans and leases held for investment, net of allowance (item 4.b minus 4.c) (7) |
|
|
|
| B529 |
| 10,100,000 | 4.d. |
5. | Trading assets (from Schedule RC-D) |
|
|
|
| 3545 |
| 0 | 5. | |
6. | Premises and fixed assets (including capitalized leases) |
|
|
|
| 2145 |
| 28,000 | 6. | |
7. | Other real estate owned (from Schedule RC-M) |
|
|
|
| 2150 |
| 1,000 | 7. | |
8. | Investments in unconsolidated subsidiaries and associated companies |
|
|
|
| 2130 |
| 0 | 8. | |
9. | Direct and indirect investments in real estate ventures |
|
|
|
| 3656 |
| 0 | 9. | |
10. | Intangible assets (from Schedule RC-M) |
|
|
|
| 2143 |
| 19,000 | 10. | |
11. | Other assets (from Schedule RC-F) (6) |
|
|
|
| 2160 |
| 1,299,000 | 11. | |
12. | Total assets (sum of items 1 through 11) |
|
|
|
| 2170 |
| 41,738,000 | 12. | |
|
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Liabilities |
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|
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13. | Deposits: |
|
|
|
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|
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| |
| a. | In domestic offices (sum of totals of columns A and C from Schedule RC-E) |
|
|
|
| 2200 |
| 28,602,000 | 13.a. |
|
| (1) Noninterest-bearing (8) |
| 6631 | 20,889,000 |
|
|
|
| 13.a.(1) |
|
| (2) Interest-bearing |
| 6636 | 7,713,000 |
|
|
|
| 13.a.(2) |
| b. | Not applicable |
|
|
|
|
|
|
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|
14. | Federal funds purchased and securities sold under agreements to repurchase: |
|
|
|
|
|
|
|
| |
| a. | Federal funds purchased (9) |
|
|
|
| B993 |
| 902,000 | 14.a. |
| b. | Securities sold under agreements to repurchase (10) |
|
|
|
| B995 |
| 0 | 14.b. |
15. | Trading liabilities (from Schedule RC-D) |
|
|
|
| 3548 |
| 0 | 15. | |
16. | Other borrowed money (includes mortgage indebtedness and obligations under capitalized leases) (from Schedule RC-M) |
|
|
|
| 3190 |
| 856,000 | 16. | |
17. | and 18. Not applicable |
|
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|
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| |
19. | Subordinated notes and debentures (11) |
|
|
|
| 3200 |
| 0 | 19. |
1. | Includes cash items in process of collection and unposted debits. |
2. | Includes time certificates of deposit not held for trading. |
3. | Institutions that have adopted ASU 2016-13 should report in item 2.a amounts net of any applicable allowance for credit losses, and item 2.a should equal Schedule RC-B, item 8, column A, less Schedule RI-B, Part II, item 7, column B. |
4. | Item 2.c is to be completed only by institutions that have adopted ASU 2016-01, which includes provisions governing the accounting for investments in equity securities. See the instructions for further detail on ASU 2016-01. |
5. | Includes all securities resale agreements, regardless of maturity. |
6. | Institutions that have adopted ASU 2016-13 should report in items 3.b and 11 amounts net of any applicable allowance for credit losses. |
7. | Institutions that have adopted ASU 2016-13 should report in item 4.c the allowance for credit losses on loans and leases. |
8. | Includes noninterest-bearing demand, time, and savings deposits. |
9. | Report overnight Federal Home Loan Bank advances in Schedule RC, item 16, “Other borrowed money.” |
10. | Includes all securities repurchase agreements, regardless of maturity. |
11. | Includes limited-life preferred stock and related surplus. |
Schedule RC—Continued
| Dollar Amounts in Thousands |
| RCON |
| Amount |
|
|
| |
Liabilities—continued |
|
|
|
|
|
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| ||
20. | Other liabilities (from Schedule RC-G) |
| 2930 |
| 1,977,000 |
| 20. |
| |
21. | Total liabilities (sum of items 13 through 20) |
| 2948 |
| 32,337,000 |
| 21. |
| |
22. | Not applicable |
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| |
|
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Equity Capital |
|
|
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| Bank Equity Capital |
|
|
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|
|
| |
23. | Perpetual preferred stock and related surplus |
| 3838 |
| 0 |
| 23. |
| |
24. | Common stock |
| 3230 |
| 2,127,000 |
| 24. |
| |
25. | Surplus (exclude all surplus related to preferred stock) |
| 3839 |
| 752,000 |
| 25. |
| |
26. | a. Retained earnings |
| 3632 |
| 6,523,000 |
| 26.a. |
| |
| b. Accumulated other comprehensive income (1) |
| B530 |
| (1,000 | ) | 26.b. |
| |
| c. Other equity capital components (2) |
| A130 |
| 0 |
| 26.c. |
| |
27. | a. Total bank equity capital (sum of items 23 through 26.c) |
| 3210 |
| 9,401,000 |
| 27.a. |
| |
| b. Noncontrolling (minority) interests in consolidated subsidiaries |
| 3000 |
| 0 |
| 27.b. |
| |
28. | Total equity capital (sum of items 27.a and 27.b) |
| G105 |
| 9,401,000 |
| 28. |
| |
29. | Total liabilities and equity capital (sum of items 21 and 28) |
| 3300 |
| 41,738,000 |
| 29. |
| |
Memoranda
To be reported with the March Report of Condition.
|
| RCON |
| Number |
|
|
| |
1. | Indicate in the box at the right the number of the statement below that best describes the most comprehensive level of auditing work performed for the bank by independent external auditors as of any date during 2018 |
| 6724 |
| 2a |
| M.1. |
|
1a = An integrated audit of the reporting institution’s financial statements and its internal control over financial reporting conducted in accordance with the standards of the American Institute of Certified Public Accountants (AICPA) or Public Company Accounting Oversight Board (PCAOB) by an independent public accountant that submits a report on the institution
1b = An audit of the reporting institution’s financial statements only conducted in accordance with the auditing standards of the AICPA or the PCAOB by an independent public accountant that submits a report on the institution
2a = An integrated audit of the reporting institution’s parent holding company’s consolidated financial statements and its internal control over financial reporting conducted in accordance with the standards of the AICPA or the PCAOB by an independent public accountant that submits a report on the consolidated holding company (but not on the institution separately)
2b = An audit of the reporting institution’s parent holding company’s consolidated financial statements only conducted in accordance with the auditing standards of the AICPA or the PCAOB by an independent public accountant that submits a report on the consolidated holding company (but not on the institution separately)
3 = This number is not to be used
4 = Directors’ examination of the bank conducted in accordance with generally accepted auditing standards by a certified public accounting firm (may be required by state-chartering authority)
5 = Directors’ examination of the bank performed by other external auditors (may be required by state-chartering authority)
6 = Review of the bank’s financial statements by external auditors
7 = Compilation of the bank’s financial statements by external auditors
8 = Other audit procedures (excluding tax preparation work)
9 = No external audit work
To be reported with the March Report of Condition.
|
| RCON |
| Date |
|
|
| |
2. | Bank’s fiscal year-end date (report the date in MMDD format) |
| 8678 |
| 1231 |
| M.2. |
|
1. Includes, but is not limited to, net unrealized holding gains (losses) on available-for-sale securities, accumulated net gains (losses) on cash flow hedges, and accumulated defined benefit pension and other postretirement plan adjustments.
2. Includes treasury stock and unearned Employee Stock Ownership Plan shares.