Exhibit 1.2
SUZANO NETHERLANDS B.V.
TERMS AGREEMENT
Debt Securities
Guaranteed by Suzano S.A.
September 3, 2025
To: The Underwriters identified herein
Ladies and Gentlemen:
Suzano Netherlands B.V. (with its corporate seat in Amsterdam, the Netherlands) (the “Company”) agrees to sell to the several Underwriters named in Schedule I hereto for their respective accounts, on and subject to the terms and conditions of the Underwriting Agreement Basic Provisions attached hereto as Exhibit I, the following securities (the “Securities”) on the following terms:
Title of Securities: 5.500% Global Notes due 2036
Aggregate Principal Amount: U.S.$1,000,000,000
Ranking: Senior unsecured notes.
Interest/Coupon: 5.500%
Interest Payment Dates: January 15 and July 15 of each year, commencing on January 15, 2026 (short first coupon).
Interest Payment Record Dates: January 13 and July 13 of each year.
Maturity: January 15, 2036.
Redemption Provisions/Call Options: Prior to October 15, 2035 (the “Par Call Date”), the Company may redeem the Securities in whole at any time, or in part from time to time, at a redemption price based on a “make-whole” premium calculated on a yield of T+25bps, plus accrued and unpaid interest, if any, to the redemption date. At any time on or after the Par Call Date, the Company may redeem the Securities, in whole or in part at a redemption price equal to 100% of the principal amount of the Securities being redeemed plus accrued and unpaid interest on the principal amount of the Securities being redeemed to such redemption date.
The Company may redeem the Securities, in whole but not in part, at 100% of its principal amount plus accrued and unpaid interest and additional amounts, if any, at any time upon the occurrence of specified events relating to Brazilian, Dutch or other relevant jurisdictions’ tax laws.
In connection with any tender offer for the Securities, in the event that the holders of not less than 85% of the aggregate principal amount of the outstanding Securities validly tender and do not validly withdraw Securities in such tender offer or a third party purchases all the Securities held by such holders, then the Company will have the right, on not less than 10 nor more than 60 days’ prior notice, given not more than 30 days following such purchase date, to redeem all of the Securities that remain outstanding following such purchase at a price equal to the price paid to each other holder in such tender offer, plus, to the extent not included in the purchase price, accrued and unpaid interest and additional amounts, if any, on the Securities that remain outstanding, to the date of redemption (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date).
Listing: The Company expects to list the Securities on the New York Stock Exchange.
Purchase Price: 98.304% of the principal amount, plus accrued interest, if any, from and including September 10, 2025, if settlement occurs after that date.
Registration Statement Nos.: 333-286881 and 333-286881-02.
Execution Time: 3:15 p.m. EDT on September 3, 2025.
Closing: 9:30 a.m. EDT on September 10, 2025, at the offices of Cleary Gottlieb Steen & Hamilton LLP, One Liberty Plaza, New York, New York, in Federal (same day) funds.
Representatives: BNP Paribas Securities Corp., BofA Securities, Inc., Itau BBA USA Securities, Inc., J.P. Morgan Securities LLC, Mizuho Securities LLC, and Rabo Securities USA, Inc.
Indenture: Indenture dated on or about September 10, 2025, as supplemented by a first supplemental indenture, dated on or about September 10, 2025.
Qualifications to Any Covenants or Representations Made by the Company or the Guarantor: None.
Underwriter Information: Banco Safra S.A., acting through its Cayman Islands Branch, BNP Paribas Securities Corp., BofA Securities, Inc., Credit Agricole Securities (USA) Inc., Goldman Sachs & Co. LLC, HSBC Securities (USA) Inc., Itau BBA USA Securities, Inc., J.P. Morgan Securities LLC, Mizuho Securities LLC, MUFG Securities Americas Inc., Rabo Securities USA, Inc., Santander US Capital Markets LLC, Scotia Capital (USA) Inc., SMBC Nikko Securities America, Inc. and UBS Securities LLC.
Notices to Underwriters: Notices to the Underwriters shall be directed to:
Banco Safra S.A., acting through its Cayman Islands Branch
Harbour Place, 5th Floor
103 South Church Street
P.O. Box 1353,
Grand Cayman – Ky1-1108
Cayman Islands
BNP Paribas Securities Corp.
787 Seventh Avenue
New York, New York 10019
Attention: Syndicate Desk
Tel: +1 (212) 841-2871
Toll Free: 1-800-854-5674
E-mail: DL.US.Syndicate.Support@us.bnpparibas.com
BofA Securities, Inc.
1540 Broadway
NY8-540-26-02
New York, New York 10036
USA
Facsimile: (646) 855-5958
Attention: High Grade Transaction Management/Legal
Email: dg.hg_ua_notices@bofa.com
Credit Agricole Securities (USA) Inc.
1301 Avenue of the Americas, 8th Floor
New York, New York 10019
U.S. Toll Free: +1 (866) 807-6030
U.S. Collect: +1 (212) 261-7802
E-mail: us.liabilitymanagement@ca-cib.com
Attention: Debt Capital Markets/Liability Management
Goldman Sachs & Co. LLC
200 West Street
New York, New York 10282
Attention: Registration Department
Fax: +1 (212) 902-9316
HSBC Securities (USA) Inc.
66 Hudson Boulevard
New York, New York 10001
Attention: Transaction Management Group
Itau BBA USA Securities, Inc.
599 Lexington Avenue, 34th Floor
New York, New York 10022
Attention: Debt Capital Markets, with a copy to Legal Department
Facsimile: +1 (212) 207-9076
J.P. Morgan Securities LLC
383 Madison Avenue
New York, New York 10179
USA
Attention: Latin America Debt Capital Markets
Mizuho Securities USA LLC
1271 Avenue of the Americas
New York, New York 10020
Attention: Latin America Debt Capital Markets
Email: BA_DCM_Notices@mizuhogroup.com
MUFG Securities Americas Inc.
1221 Avenue of the Americas, 6th Floor
New York, New York 10020
Attention: Liability Management
Phone: (212) 405-7440
Fax: (646) 434-3455
Rabo Securities USA, Inc.
151 W 42nd Street, 8th floor
New York, New York 100136
Attention: Debt Capital Markets
E-mail: DCMAmericas@rabobank.com
Santander US Capital Markets LLC
437 Madison Avenue
New York, New York 10022
Attention: Debt Capital Markets
Email: DCMAmericas@santander.us
Scotia Capital (USA) Inc.
250 Vesey Street
New York, New York 10281
Attention: Debt Capital Markets
Email: US.Legal@scotiabank.com / TAG@scotiabank.com
SMBC Nikko Securities America, Inc.
277 Park Avenue
New York, New York 10172
Attention: Debt Capital Markets
Toll-free: +1 (212) 224-5135
E-mail: prospectus@smbcnikko-si.com
UBS Securities LLC
11 Madison Avenue
New York, New York 10010
Attention: Fixed Income Syndicate
Telephone number: (203) 719-1088
Email: dl-synd-stamford@ubs.com
The respective principal amounts of the Securities to be purchased by each of the Underwriters are set forth opposite their names in Schedule I hereto.
To the extent not superseded or amended by the terms hereof, the provisions of the Underwriting Agreement Basic Provisions are incorporated herein by reference. Capitalized terms used herein and not otherwise defined shall have the meanings assigned to them in the Underwriting Agreement Basic Provisions.
This Terms Agreement may be signed in one or more counterparts, each of which shall constitute an original and all of which together shall constitute one and the same agreement.
If the foregoing is in accordance with your understanding of our agreement, kindly sign and return to the Company and the Guarantor one of the counterparts hereof, whereupon it will become a binding agreement among the Company, the Guarantor and the several Underwriters in accordance with its terms.
Very truly yours,
| SUZANO NETHERLANDS B.V. |
| By: | /s/ Tiago Sousa Seixas | ||
| Name: | Tiago Sousa Seixas | ||
| Title: | Managing Director | ||
| By: | /s/ Justo Jose Gomez Palmes | ||
| Name: | Justo Jose Gomez Palmes | ||
| Title: | Managing Director | ||
| SUZANO S.A. |
| By: | /s/ Marcos Moreno Chagas Assumpção | ||
| Name: | Marcos Moreno Chagas Assumpção | ||
| Title: | Executive Vice-President of Finance and Investor Relations | ||
| By: | /s/ Marcos Moreno Chagas Assumpção | ||
| Name: | Maria Luiza de Oliveira Pinto e Paiva | ||
| Title: | Executive Vice-President of Sustainability, Communication and Brand | ||
| The foregoing Terms Agreement is hereby confirmed and accepted as of the date first above written. | |||
| BANCO SAFRA S.A., ACTING THROUGH ITS CAYMAN ISLANDS BRANCH | |||
| By: | /s/ Evandro Luiz de Almeida Pereira | ||
| Name: | Evandro Luiz de Almeida Pereira | ||
| Title: | Director | ||
| By: | /s/ Carlos Pelá | ||
| Name: | Carlos Pelá | ||
| Title: | Director | ||
BNP PARIBAS SECURITIES CORP.
| By: | /s/ Julien Pecoud-Bouvet | ||
| Name: | Julien Pecoud-Bouvet | ||
| Title: | Director | ||
BOFA SECURITIES, INC.
| By: | /s/ Maxim Volkov | ||
| Name: | Maxim Volkov | ||
| Title: | Managing Director | ||
CREDIT AGRICOLE SECURITIES (USA) INC.
| By: | /s/ Davis C. Travis | ||
| Name: | Davis C. Travis | ||
| Title: | Managing Director | ||
| By: | /s/ Ivan Hrazdira | ||
| Name: | Ivan Hrazdira | ||
| Title: | Managing Director | ||
GOLDMAN SACHS & CO. LLC
| By: | /s/ Sam Chaffin | ||
| Name: | Sam Chaffin | ||
| Title: | Vice President | ||
HSBC SECURITIES (USA) INC.
| By: | /s/ Alexei Remizov | ||
| Name: | Alexei Remizov | ||
| Title: | Managing Director | ||
ITAU BBA USA SECURITIES, INC.
| By: | /s/ Matthew Dukes | ||
| Name: | Matthew Dukes | ||
| Title: | Managing Director | ||
| By: | /s/ Pedro Frade Rodrigues | ||
| Name: | Pedro Frade Rodrigues | ||
| Title: | Managing Director | ||
J.P. MORGAN SECURITIES LLC
| By: | /s/ Lane Feler | ||
| Name: | Lane Feler | ||
| Title: | Executive Director | ||
MIZUHO SECURITIES USA LLC
| By: | /s/ Rodrigo Garcia de Leon Ferrer | ||
| Name: | Rodrigo Garcia de Leon Ferrer | ||
| Title: | Managing Director | ||
MUFG SECURITIES AMERICAS INC.
| By: | /s/ Richard Testa | ||
| Name: | Richard Testa | ||
| Title: | Managing Director | ||
RABO SECURITIES USA, INC.
| By: | /s/ Jan Hendrik de Graaff | ||
| Name: | Jan Hendrik de Graaff | ||
| Title: | Managing Director | ||
| By: | /s/ Mehdi Manii | ||
| Name: | Mehdi Manii | ||
| Title: | Executive Director | ||
SANTANDER US CAPITAL MARKETS LLC
| By: | /s/ Richard Zobkiw | ||
| Name: | Richard Zobkiw | ||
| Title: | Executive Director | ||
SCOTIA CAPITAL (USA) INC.
| By: | /s/ Juan Fullaondo | ||
| Name: | Juan Fullaondo | ||
| Title: | Managing Director and Head | ||
SMBC NIKKO SECURITIES AMERICA, INC.
| By: | /s/ Arthur Rubin | ||
| Name: | Arthur Rubin | ||
| Title: | Managing Director | ||
UBS SECURITIES LLC
| By: | /s/ Todd Mahoney | ||
| Name: | Todd Mahoney | ||
| Title: | Managing Director, Head of DCM Syndicate Americas | ||
| By: | /s/ Igor Grinberg | ||
| Name: | Igor Grinberg | ||
| Title: | Managing Director, DCM Syndicate Americas | ||