Brazil’s Cosan starts brief consent solicitation for 5½% senior notes

By Mary-Katherine Stinson

Lexington, Ky., April 25 – Cosan SA began a consent solicitation regarding its $750 million outstanding 5½% senior notes due 2029 (ISINs: US22113AAB17, USG25343AB36) on Friday, according to a press release and the consent solicitation statement that was dated Monday.

The company is conducting the consent solicitation to substitute a direct or indirect substantially wholly owned subsidiary for itself as issuer of the notes subject to certain conditions including that Cosan become a guarantor for the notes and continues to be subject to the restrictive covenants and events of default under the notes.

The three subsidiaries that currently meet the eligibility requirements to become substitute issuers are: Cosan Luxembourg SA, Cosan Overseas Ltd. and Cosan Global Ltd.

There will be a consent payment of $1.25 per $1,000 of notes for holders who deliver their consent by the deadline of 5 p.m. ET on April 29.

This is also the revocation deadline.

Payment is expected within two days of the expiration date of the offer.

Payment will only be made if the consent solicitation is successful. The company needs consents from holders representing a majority of the notes.

The supplemental indenture and the related proposed amendment will become effective immediately upon execution at the consent time but the proposed amendment will not become operative until the consent payment is paid to Depository Trust Co. for the payment to the consenting holders on the settlement date.

Once the supplemental indenture is effective, all holders will be bound by the terms of the amendment.

Citigroup Global Markets Inc. (212 723-6106, 800 558-3745) and Goldman Sachs & Co. LLC (212 357-1452, 800 828-3182) are the solicitation agents.

D.F. King & Co., Inc. (212 269-5550, 800 967-5084, cosan@dfking.com, www.dfking.com/cosan) is the information and tabulation agent for the offer.

Cosan is based in Sao Paulo and has businesses in strategic sectors to Brazil’s growth and development, such as energy and logistics.

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