Fibria U.S.$600,000,000 Fibria Overseas Finance Ltd
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Prospectus Supplement (To Prospectus dated May 1, 2014) Fibria U.S.$600,000,000 Fibria Overseas Finance Ltd. (incorporated with limited liability in the Cayman Islands) 5.250% Notes due 2024 fully, unconditionally and irrevocably guaranteed by Fibria Celulose S.A. (incorporated in the Federative Republic of Brazil) Fibria Overseas Finance Ltd., or the issuer, is offering U.S.$600,000,000 in aggregate principal amount of its notes due 2024, or the notes. The issuer is a Cayman Islands exempted company. The notes will be fully, unconditionally and irrevocably guaranteed by Fibria Celulose S.A., or Fibria Celulose, a corporation (sociedade an6nima) incorporated under the laws of the Federative Republic of Brazil. Interest on the notes will be payable semi-annually in arrears on May 12 and November 12 of each year, beginning on November 12, 2014. The issuer or Fibria Celulose may, at its option, redeem the notes, in whole or in part, at any time, by paying the greater of (i) 100% of the principal amount of the notes plus accrued interest and additional amounts, if any, to the date of redemption and (ii) the applicable "make-whole" amount. The notes may also be redeemed, in whole but not in part, at 100% of their principal amount plus accrued interest and additional amounts, if any, at any time upon the occurrence of specified events relating to Brazilian or Cayman Islands tax law, as set forth in this prospectus supplement. See "Description of the Notes-- Redemption." If a specified Change of Control event as described herein occurs, unless the issuer or Fibria Celulose has exercised its option to redeem the notes, Fibria Celulose will be required to offer to purchase the notes at the price described in this prospectus supplement. The notes will be senior unsecured obligations of the issuer, ranking equal in right of payment with all of its other existing and future senior unsecured debt. The guarantee will be senior unsecured obligations of Fibria Celulose, ranking equal in right of payment with all of its other existing and furore senior unsecured debt. The issuer intends to apply to have the notes approved for listing on the New York Stock Exchange, or the NYSE. Investing in the notes involves risks. See "Item 3. Key Information--D. Risk Factors" on page 11 of our annual report on Form 20-F for the year ended December 31, 2013, which is incorporated by reference in this prospectus supplement, and "Risk Factors" beginning on page S-19 of this prospectus supplement to read the discussion of material risks you should consider before investing in the notes. Per note Total Public offering price(l) ................................................. 99.302% U.S.$595,812,000 Underwriting discount ................................................. 0.451% U.S.$ 2,706,000 Proceeds to us before expenses ............................................ 98.851% U.S.$593,106,000 (1) Plus accrued interest, if any, from May 12, 2014. Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is a criminal offense. The underwriters expect to deliver the notes to purchasers on or about May 12, 2014 in book-entry form only through the facilities of The Depository Trust Company, or DTC, for the accounts of its direct and indirect participants, including Eurodear Bank S.A./N.V., or Euroclear, and Clearstream Banking, socidtd anonyme, or Clearstream, Luxembourg. Joint Book-Running Managers’ Citigroup Credit Agricole CIB Deutsche Bank Securities Goldman, Sachs & Co. Banco Votorantim The date of this prospectus supplement is May 7, 2014. TABLE OF CONTENTS Prospectus Supplement Page ABOUT THIS PROSPECTUS SUPPLEMENT .................................... S-ii INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE ................... S-iii PRESENTATION OF FINANCIAL AND OTHER INFORMATION .................... S-iv CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS ...... S-v SUMMARY .............................................................. S-1 RISK FACTORS .......................................................... S-19 USE OF PROCEEDS ...................................................... S-23 CAPITALIZATION ........................................................ S-24 EXCHANGE RATES ....................................................... S-25 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL RESULTS FOR THE THREE-MONTH PERIODS ENDED MARCH 31, 2014 AND 2013 .................. S-26 DESCRIPTION OF THE NOTES ............................................. S-40 CLEARANCE AND SETTLEMENT ........................................... S-49 TAXATION .............................................................. S-52 CERTAIN EMPLOYEE BENEFIT PLAN INVESTOR CONSIDERATIONS .............. S-59 UNDERWRITING (CONFLICT OF INTEREST) .................................. S-60 EXPENSES .............................................................. S-67 LEGAL MATTERS ........................................................ S-68 EXPERTS ............................................................... S-69 SERVICE OF PROCESS AND ENFORCEMENT OF JUDGMENTS ................... S-70 Prospectus Page ABOUT THIS PROSPECTUS ................................................ 1 WHERE YOU CAN FIND MORE INFORMATION ............................... 2 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE ................... 3 CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS ...... 4 FIBRIA CELULOSE ....................................................... 5 FIBRIA FINANCE ........................................................ 7 USE OF PROCEEDS ...................................................... 8 LEGAL OWNERSHIP OF DEBT SECURITIES .................................. 9 DESCRIPTION OF THE DEBT SECURITIES ................................... 11 DESCRIPTION OF THE GUARANTEE ........................................ 29 PLAN OF DISTRIBUTION .................................................. 30 VALIDITY OF SECURITIES ................................................ 31 EXPERTS ............................................................... 32 SERVICE OF PROCESS AND ENFORCEMENT OF JUDGMENTS ................... 33 You should rely only on the information incorporated by reference or provided in this prospectus supplement and in the accompanying prospectus. We have not, and the underwriters have not, authorized anyone to provide you with information that is different from, or additional to, that contained in this prospectus supplement and the accompanying prospectus. This prospectus supplement and the accompanying prospectus are an offer to sell or to buy only the securities referred to herein and may only be used under circumstances and in jurisdictions where it is lawful to offer and sell the notes. You should not assume that the information in this prospectus supplement or in the accompanying prospectus is accurate as of any date other than the date on the front of those documents. S-i ABOUT THIS PROSPECTUS SUPPLEMENT This document consists of two parts. The first part is this prospectus supplement, which describes the specific terms of this offering of notes by the issuer. The second part, the accompanying prospectus, represents more general information about this offering. Generally, when we refer only to the "prospectus," we are referring to both parts combined and when we refer to the "accompanying prospectus," we are referring to the base prospectus. If the description of this offering varies between this prospectus supplement and the accompanying prospectus, you should rely on the information in this prospectus supplement. We are responsible for the information contained and incorporated by reference in this prospectus supplement and in any related free writing prospectus we prepare or authorize. The issuer and Fibria Celulose have not authorized anyone to give you any other information, and we take no responsibility for any other information that others may give you. Neither the issuer nor Fibria Celulose is making an offer to sell the notes in any jurisdiction where the offer is not permitted. You should not assume that the information in this prospectus supplement, the accompanying prospectus or any document incorporated by reference is accurate as of any date other than the date of the relevant document. The representations, warranties and covenants made by us in any agreement that is filed as an exhibit to any document that is incorporated by reference in this prospectus supplement and the accompanying prospectus were made solely for the benefit of the parties to such agreement, including, in some cases, for the purpose of allocating risk among the parties to such agreements, and should not be deemed to be a representation, warranty or covenant to you. Moreover, such representations, warranties or covenants were accurate only as of the date when made. Accordingly, such representations, warranties and covenants should not be relied on as accurately representing the current state of our affairs. The information in this prospectus supplement is accurate as of the date on the front cover. You should not assume that the information contained in this prospectus supplement is accurate as of any other date. In this prospectus, unless otherwise indicated, references to: ¯ "Fibria Finance" or the "issuer" means Fibria Overseas Finance Ltd.; ¯ "Fibria Celulose" refers to Fibria Celulose S.A.; and