Report of Foreign Issuer (6-k)
October 11 2016 - 6:10AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16 of
the Securities Exchange Act of 1934
Dated October 7, 2016
Commission File Number: 1-15018
Fibria Celulose S.A.
Fidêncio Ramos, 302 3rd and (part of) 4th floors
Edifício Vila Olímpia, Torre B, Bairro Vila Olímpia
04551-010, São Paulo, SP, Brazil
(Address of principal executive offices)
(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:
x
Form 40-F:
o
(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)):
Yes:
o
No:
x
(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)):
Yes:
o
No:
x
(Indicate by check mark whether the registrant by furnishing the information contained in this Form, the Registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.)
Yes:
o
No:
x
If Yes is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b):
FIBRIA CELULOSE S.A.
CNPJ/MF No. 60.643.228/0001-21
NIRE 35.300.022.807
(a publicly held company)
MINUTES OF THE EXTRAORDINARY BOARD OF DIRECTORS MEETING
HELD ON OCTOBER 7, 2016
Date, Time and Place
: Held on October 7, 2016, at 8:00 AM by teleconference, centralized at Rua Fidêncio Ramos, no. 302, 3
rd
floor, Tower B, Building Vila Olímpia Corporate, Vila Olímpia, in the City of São Paulo, State of São Paulo.
Call notice
: Call notice was waived, due to the attendance of all members of the Board of Directors, pursuant to item 6.1 of its Internal Rules.
Attendance
: The totality of the sitting members of the Board of Directors in attendance: Messrs. José Luciano Duarte Penido (Chairman of the Board), Alexandre Gonçalves Silva, Carlos Augusto Lira Aguiar, Eduardo Rath Fingerl, Ernesto Lozardo, João Carvalho de Miranda, João Henrique Batista de Souza Schmidt, Marcos Barbosa Pinto and Raul Calfat.
Meeting Board
:
Mr. José Luciano Duarte Penido Chairman.
Mrs. Claudia Elisete Rockenbach Leal Secretary.
Agenda
: In accordance with the terms set forth in Article 17 of the Companys Bylaws, to approve the issuances, by the Company, of Export Credit Notes (
NCEs
) to back two fund raising transactions via capital markets, through the public distribution of Agribusiness Credit Receivable Certificates (
CRA
), in accordance with the CVM Instruction no. 400/03 (
ICVM no. 400/03
) to be issued by
Eco Securitizadora de Direitos Creditórios do Agronegócio S.A.
(
Eco Securitizadora
); and (ii) authorize the Companys Board of Officers to execute all documents and perform the necessary acts to accomplish the proposed resolution.
Resolutions:
After discussion and analysis of the matters included on the Agenda, the Board members in attendance decided to, without reservations and/or qualifications, by their unanimous vote:
2
(i)
Approve
the issuances, by the Company, of NCEs to back two fund raising transactions via capital markets, through the public distribution of CRA, in accordance with the ICVM 400/03, to be issued by Eco Securitizadora, in the total amount up to R$ 1,700,000,000.00 (one billion and seven hundred million
reais
), in two series, the first series with expiry date in 2022 and the second series with expiry date in 2023. The principal shall be amortized in its expiry date (bullet). The indicative rate to the first series is 99% of CDI and, to the second series, is NTN-B 24 + 0,00%.
The proposed fund raisings aims to finance the Companys activities in connection to the agribusiness, comprising activities regarding production, trade, processing or manufacture of products or inputs originated from the transformation of forest materials, used by the Company in the pulp export program.
(ii) The Board of Officers is
authorized
, through its members or by attorney-in-facts duly designated, in accordance with the Companys By-laws, to execute all documents and to perform all and any necessary acts to accomplish the resolution proposed above, as well as ratifies the execution of all document and the performance of all the necessary acts until the present date.
Closing
: There being nothing else to address, the meeting was closed and these minutes were transcribed, read, found to be accurate, approved and signed by all the members of the Board in attendance. Attendance: José Luciano Duarte Penido (Chairman of the Board of Directors), Alexandre Gonçalves Silva, Carlos Augusto Lira Aguiar, Eduardo Rath Fingerl, Ernesto Lozardo, João Carvalho de Miranda, João Henrique Batista de Souza Schmidt, Marcos Barbosa Pinto, Raul Calfat, and, also, Mrs. Claudia Elisete Rockenbach Leal (Secretary).
São Paulo, October 7, 2016.
We certify that the present minutes are a true copy of the original filed at the Companys headquarters.
Meeting Board:
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José Luciano Duarte Penido
Chairman
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Claudia Elisete Rockenbach Leal
Secretary
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3
SIGNATURES
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 7th, 2016
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Fibria Celulose S.A.
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By:
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/s/ Guilherme Perboyre Cavalcanti
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Name:
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Guilherme Perboyre Cavalcanti
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Title:
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CFO and IRO
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4
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