Tissue JV: Suzano (NYSE: SUZ) buys 51% stake from Kimberly-Clark
Rhea-AI Filing Summary
Suzano S.A. has completed the acquisition, through its subsidiary Suzano International Holding B.V., of a 51% equity interest in FamPro Tissue Holdings B.V., which will operate as Arbex, from Kimberly-Clark. The transaction was settled for USD 1.3 billion, equivalent to R$ 6.7 billion, considering the initial capital structure of the joint venture, which has total net debt of approximately USD 1.0 billion from financing raised for the deal.
Following closing, the parties entered into a Joint Venture Agreement that confirms Suzano as controlling shareholder and sets governance and operational rules. Ancillary agreements include transitional services from Kimberly-Clark, intellectual property licenses and other commercial arrangements. Arbex’s governance structure is defined with former Suzano CEO Walter Schalka as Chairman and a board and C-level team combining executives from Suzano, Kimberly-Clark, Mars and other companies. Suzano states that the transaction aligns with its long-term strategy of value-accretive growth with financial discipline in scalable businesses.
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Insights
Suzano closed a USD 1.3B joint venture with Kimberly-Clark, gaining control of a leveraged tissue platform aligned with its growth strategy.
Suzano has acquired a 51% stake in FamPro Tissue Holdings B.V. (Arbex) from Kimberly-Clark for USD 1.3 billion, equivalent to R$ 6.7 billion. The joint venture starts with approximately USD 1.0 billion of net debt raised specifically to finance the transaction, concentrating leverage at the JV level.
A detailed Joint Venture Agreement and ancillary contracts (transitional services, IP licenses and commercial arrangements) are in place, with Suzano as controlling shareholder. Governance is defined with an experienced board and C-suite drawn from Suzano, Kimberly-Clark and other multinationals, which should support operational continuity and integration.
The company characterizes this move as consistent with its long-term strategy of value-accretive growth with financial discipline and a focus on scalable businesses where it can apply competitive strengths. Future disclosures in company filings may further clarify Arbex’s financial contribution and capital structure evolution as the venture matures.
Key Figures
Equity stake acquired: 51% equity interest
Purchase price (USD): USD 1.3 billion
Purchase price (BRL): R$ 6.7 billion
+1 more
4 metrics
Equity stake acquired
51% equity interest
Stake in FamPro Tissue Holdings B.V. (Arbex)
Purchase price (USD)
USD 1.3 billion
Total amount paid for 51% stake
Purchase price (BRL)
R$ 6.7 billion
Equivalent value of consideration in Brazilian reais
Initial JV net debt
USD 1.0 billion
Total net debt of Arbex at closing
Key Terms
Joint Venture Agreement, conditions precedent, transitional services agreements, intellectual property license and use agreements, +1 more
5 terms
Joint Venture Agreement financial
"the parties have entered into a Joint Venture Agreement establishing the rights and obligations"
A joint venture agreement is a legally binding contract where two or more parties combine resources to run a specific business project or entity, spelling out who contributes what, how decisions are made, how profits and losses are shared, and how the venture can end. Investors care because the agreement determines control, financial exposure, potential returns, and exit options—much like a clear housemate contract that prevents disputes over money, chores, and belongings.
conditions precedent regulatory
"following the satisfaction of all conditions precedent and the consummation of the closing acts"
Conditions precedent are the specific tasks, approvals, or facts that must be satisfied before a contract or transaction becomes effective or a payment is made. Think of them as a checklist you must complete before turning the key on a new machine; if items are missing the deal can be delayed, renegotiated, or canceled. Investors watch these conditions because they determine timing, completion risk, and whether expected benefits will actually occur.
transitional services agreements financial
"including, among others: (i) transitional services agreements, pursuant to which K-C will provide certain services"
intellectual property license and use agreements financial
"(ii) intellectual property license and use agreements; and (iii) other customary commercial"
Material Fact regulatory
"MATERIAL FACT SUZANO S.A. Publicly-Held Company with Authorized Capital"
FAQ
What transaction did Suzano (SUZ) complete with Kimberly-Clark?
Suzano completed the acquisition of a 51% equity interest in FamPro Tissue Holdings B.V. (to be called Arbex) from Kimberly-Clark. The deal establishes a joint venture where Suzano becomes the controlling shareholder with defined governance and operational arrangements.
How much did Suzano pay for its 51% stake in Arbex?
Suzano paid a total of USD 1.3 billion, equivalent to R$ 6.7 billion, for the 51% equity interest in the Target Company. This amount reflects the initial capital structure of the joint venture as agreed in the equity and asset purchase arrangement.
What is the initial net debt level of the Suzano–Kimberly-Clark joint venture?
The Arbex joint venture begins with total net debt of approximately USD 1.0 billion. This debt results from financing raised in connection with the transaction and is part of the initial capital structure agreed between Suzano and Kimberly-Clark.
Who will lead the governance and management of Arbex after the transaction?
Arbex’s governance structure includes Walter Schalka as Chairman of the Board of Directors and a board with executives from Suzano and Kimberly-Clark. The C-level team includes a CEO, COO, CFO and a People and Sustainability officer with prior experience at major consumer companies.
How does the Arbex joint venture fit Suzano’s long-term strategy?
Suzano states that the Arbex transaction aligns with its long-term strategy of value-accretive growth with financial discipline. The company emphasizes focusing on scalable businesses where it can leverage its competitive strengths through control, governance and operational influence.
AI-generated analysis. How Rhea-AI works. Not financial advice.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of July, 2026.
Commission File Number 001-38755
Suzano S.A.
(Exact name of registrant as specified in its charter)
(Exact name of registrant as specified in its charter)
SUZANO INC.
(Translation of Registrant’s Name into English)
(Translation of Registrant’s Name into English)
Av. Professor Magalhaes Neto, 1,752
10th Floor, Rooms 1010 and 1011
Salvador, Brazil 41 810-012
(Address of principal executive office)
10th Floor, Rooms 1010 and 1011
Salvador, Brazil 41 810-012
(Address of principal executive office)
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 ☑ Form 40-F ☐
Form 20-F ☑ Form 40-F ☐
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): ☐
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): ☐
Enclosures:
Exhibit 99.1 – JV with Kimberly-Clark - Transaction Closing
SIGNATURE
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: July 1ˢᵗ , 2026
SUZANO S.A. | ||||||||
| By: | /s/ Marcos Moreno Chagas Assumpção | |||||||
| Name: | Marcos Moreno Chagas Assumpção | |||||||
| Title: | Vice-President of Finance and Investor Relations | |||||||
MATERIAL FACT
SUZANO S.A.
Publicly-Held Company with Authorized Capital
Corporate Taxpayer ID (CNPJ/ME): 16.404.287/0001-55
Company Registry (NIRE): 29.3.0001633-1
Corporate Taxpayer ID (CNPJ/ME): 16.404.287/0001-55
Company Registry (NIRE): 29.3.0001633-1
São Paulo, July 1, 2026 – Suzano S.A. ("Suzano" or "Company") (B3: SUZB3 | NYSE: SUZ), in compliance with the provisions of CVM Resolution No. 44, of August 23, 2021, and CVM Resolution No. 80, of March 29, 2022, as amended, in line with best corporate governance practices, and in addition to the Material Facts disclosed on June 5, 2025 and May 28, 2026, hereby informs its shareholders and the market that it has, on this date, completed the acquisition by the Company, through its subsidiary Suzano International Holding B.V., of a 51% equity interest in FamPro Tissue Holdings B.V. (the “Target Company”, which will be designated “Arbex”), from Kimberly-Clark Corporation (“K-C”), following the satisfaction of all conditions precedent and the consummation of the closing acts provided for in the Equity and Asset Purchase Agreement entered into on June 4, 2025 (the “Transaction”).
The Transaction was settled through the payment by the Company of a total amount of USD 1.3 billion (one billion three hundred million United States dollars), equivalent to R$ 6.7 billion (six billion seven hundred million Brazilian reais), considering the initial capital structure of the joint venture, which, as of this date, has total net debt of approximately USD 1.0 billion, resulting from financing raised in connection with the Transaction. The purchase price remains subject to customary adjustments for transactions of this nature.
As a result of the closing, the parties have entered into a Joint Venture Agreement establishing the rights and obligations with respect to the governance, management, control and operation of the Target Company, as well as other related matters, reflecting the Company’s position as controlling shareholder.
In addition, ancillary agreements have been executed, including, among others: (i) transitional services agreements, pursuant to which K-C will provide certain services to the Target Company for a limited period in order to ensure business continuity; (ii) intellectual property license and use agreements; and (iii) other customary commercial and operational agreements for transactions of this nature.
The governance structure of Arbex has also been defined, including its Board of Directors and C-level structure, as follows:
Chairman of the Board of Directors: Mr. Walter Schalka, former CEO of Suzano S.A. and current member of its Board of Directors.
Members of the Board of Directors:
Mr. Carlos Aníbal Fernandes de Almeida Junior, currently Executive Vice-President Europe of Suzano S.A.;
Mr. Fabricio Bloisi Rocha, currently CEO of Prosus and Naspers, as well as the founder and Chairman of the Board of iFood;
Mr. Jeffrey Melucci, currently Chief Strategy, Business Development & Administrative Officer at Kimberly-Clark; and
Mr. Nelson Urdaneta, currently Chief Financial Officer at Kimberly-Clark.
Chief Executive Officer: Mr. Ehab Abou-Oaf, current President of the International Family Care and Professional business at Kimberly-Clark, having joined the company in 2019, with more than 30 years of international leadership experience in the consumer goods sector, including senior positions at Kimberly-Clark, Mars and Procter & Gamble.
Chief Operating Officer: Mr. Luís Bueno, currently Consumer Goods Executive Vice-President at Suzano S.A.
Chief Financial Officer: Mr. Oscar Mousinho, former Global CFO of Pet Nutrition at Mars and formerly CFO for Kimberly-Clark Brazil, Central America and the Caribbean.
Chief People, Sustainability, Communications and Corporate Brand Officer: Ms. Caroline Carpenedo, currently Executive Vice-President of People and Management and Safety at Suzano S.A.
The Transaction is aligned with Suzano’s long-term strategy of value-accretive growth with financial discipline, focusing on scalable businesses where Suzano can leverage its competitive strengths.
Suzano reaffirms its commitment to keeping its shareholders and the market duly informed about the development of its business and any other matters of interest.
São Paulo, July 1, 2026
Marcos Moreno Chagas Assumpção
Vice-President of Finance and Investor Relations