Cosan Overseas begins tender offer for $500 million 8.25% perpetuals

By Susanna Moon

Chicago, Nov. 18 – Cosan Overseas Ltd. said it began a tender for its $500 million of outstanding 8.25% perpetual notes.

The notes are guaranteed by Cosan SA Industria e Comercio and Cosan Lubrificantes e Especialidades SA.

The total purchase price will be $1,055 for each $1,000 principal amount of notes tendered by 11 a.m. ET on Dec. 1, the early tender date.

The total payment per $1,000 of notes consists of the $1,025 base amount and the $30 early tender payment.

Those who tender after the early deadline will receive the total payment less the early premium.

The company also will receive accrued interest.

The tender offer will end at 11 a.m. ET on Dec. 15.

The company also is soliciting consents to amend the notes indenture to eliminate substantially all of the restrictive covenants as well as events of default and related provisions, according to a company press release.

The proposed amendments require the consents from holders of a majority of the outstanding notes.

Holders who tender their notes under the offer will be deemed to have consented to the proposed amendments, and they may not deliver consents without tendering the related notes.

D.F. King & Co., Inc. (888 644-6071 or 212 269-5550 collect, in London +44 20 7920-9700 collect, or cosan@dfking.com) is the tender and information agent.

Banco Bradesco BBI SA (212 888-9145), Itau BBA USA Securities, Inc. (888 770-4828), BofA Merrill Lynch (888 292-0070 or 646 855-8988 collect), Morgan Stanley & Co. LLC (800 624-1808 or 212 761-1057 collect) and Santander Investment Securities Inc. (212 940- 1442) are the dealer managers and solicitation agents.

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

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