Cosan seeks waiver under 5%, 9½% notes to allow distribution

By Marisa Wong

Madison, Wis., June 4 - Cosan Luxembourg SA said it is seeking consents for a one-time waiver of some restrictive covenants contained in the indenture governing its $500 million 5% senior notes due 2023 and the indenture governing its R$850 million 9½% senior notes due 2018.

Both sets of notes are guaranteed by Cosan SA Industria e Comercio. The indentures are dated March 14, 2013 with Deutsche Bank Trust Co. Americas. as trustee.

The waiver would allow Cosan to distribute to shareholders all of its equity interests in Novo Rumo Logistica SA, which in turn owns 75% of Rumo Logistica Operadora Multimodal SA, or any other Cosan logistics entity as well as all of its equity interests in Radar Propriedades Agricolas SA.

By delivering consents, holders are consenting to the proposed transaction and waiving any covenants that would prevent and any default and/or event of default that would arise from that transaction.

Holders of record as of 5 p.m. ET on June 3 are eligible to participate.

The consent solicitation will expire at 5 pm ET on June 18.

Cosan will pay consenting holders a consent fee of $5.00 per $1,000 principal amount of dollar-denominated notes or R$5.00 per R$1,000 principal amount of real-denominated notes.

The consent fee will not be paid if the terms and conditions of the consent solicitation are not satisfied for any reason.

Banco Bradesco BBI SA, BTG Pactual US Capital LLC, Itau BBA USA Securities, Inc., Merrill Lynch Pierce Fenner & Smith Inc. (888 292-0070 or 646 855-8988) and Morgan Stanley & Co. LLC (800 624-1808 or 212 761-1057) are the solicitation agents. D.F. King & Co., Inc. (212 269-5550 or 800 829-6551) is the information, tabulation and paying agent.

Cosan is an ethanol and sugar company based in Sao Paulo, Brazil.

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