Form FWP Fibria Celulose S.A. Filed by: Fibria Celulose S.A.

ISSUER:

Fibria Overseas Finance Ltd.

GUARANTOR:

Fibria Celulose S.A.

SECURITY:

5.500% Notes due 2027

RANKING:

The notes and the guarantee will be general unsecured senior obligations and will rank equal in right of payment with all of the Issuer’s and the Guarantor’s existing and future senior unsecured indebtedness, respectively. The notes and the guarantee will be (i) effectively subordinated to all of the Issuer’s and the Guarantor’s existing and future secured indebtedness to the extent of the value of the assets securing such indebtedness, respectively, and (ii) structurally subordinated to all of the existing and future liabilities of the Guarantor’s subsidiaries (other than the Issuer).

FORMAT:

SEC Registered

CURRENCY:

U.S. Dollars

PRINCIPAL AMOUNT:

U.S.$700,000,000

MATURITY DATE:

January 17, 2027

PRICING DATE:

January 11, 2017

EXPECTED SETTLEMENT DATE:

January 17, 2017, T+3

COUPON:

5.500%

DAY COUNT:

30/360

INTEREST PAYMENT DATES:

January 17 and July 17, commencing on July 17, 2017

ISSUE PRICE:

98.491% of principal amount plus accrued interest, if any, from January 17, 2017

BENCHMARK TREASURY:

UST 2.000% due November 15, 2026

BENCHMARK TREASURY PRICE AND YIELD:

96-28; 2.358%

SPREAD TO BENCHMARK TREASURY:

+334.2 basis points

YIELD TO MATURITY:

5.700%

MAKE-WHOLE CALL:

+50 basis points

OPTIONAL REDEMPTION PROVISIONS:

Either the Issuer or the Guarantor 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, as described under “Description of the Notes—Redemption—Optional Redemption” in the Preliminary Prospectus Supplement (as defined below).

TAX REDEMPTION PROVISIONS:

The Issuer or the Guarantor may, at its option, redeem the notes, in whole but not in part, at 100% of their principal amount plus accrued and unpaid interest and additional amounts, if any, to the redemption date, on or after or at any time upon the occurrence of specified events relating to taxes imposed by Relevant Jurisdictions (as defined in the section headed “Description of the Notes—Payment of Additional Amounts” in the Preliminary Prospectus Supplement). See “Description of the Notes—Redemption—Tax Redemption” in the Preliminary Prospectus Supplement.

USE OF PROCEEDS:

The Issuer will use the net proceeds from the sale of the notes for Eligible Green Projects (as defined in “Use of Proceeds” in the Preliminary Prospectus Supplement).

NET PROCEEDS BEFORE EXPENSES:

U.S.$685,547,000

RATINGS*:

BBB- (S&P) / BBB- (Fitch)

DENOMINATION:

Minimum denominations of U.S.$2,000 and integral multiples of U.S.$1,000 in excess thereof

GOVERNING LAW:

State of New York

CLEARING:

DTC

LISTING:

The Issuer will apply to list the notes on the New York Stock Exchange.

CUSIP/ISIN:

CUSIP: 31572UAF3

ISIN: US31572UAF30

JOINT BOOK-RUNNING MANAGERS:

BNP Paribas Securities Corp.
Citigroup Global Markets Inc.
HSBC Securities (USA) Inc.
J.P. Morgan Securities LLC

Merrill Lynch, Pierce, Fenner & Smith

  Incorporated

CO-MANAGERS:

Mizuho Securities USA Inc.
MUFG Securities Americas Inc.
Natixis Securities Americas LLC
Scotia Capital (USA) Inc.

AMENDMENT TO REDEMPTION PROVISIONS IN PRELIMINARY PROSPECTUS SUPPLEMENT:

The second paragraph under the heading “Redemption” on pages S-48 and S-49 of the Preliminary Prospectus Supplement (as defined below) shall be deemed to be deleted.