Cosan Overseas extends tender offer for 8¼% perpetual notes to 2015

By Jennifer Chiou

New York, Dec. 11 – Cosan Overseas Ltd. announced the extension of its cash tender offer and consent solicitation for its $500 million of 8¼% perpetual notes to 11 a.m. ET on Jan. 30 from Dec. 15.

This follows the postponement of a dollar-denominated offering of notes that would have been used to fund the tender offer.

As reported, the company took in tenders for $365,743, or 73.15%, of the notes by 11 a.m. ET on Dec. 1, the early tender deadline.

The offer started on Nov. 17.

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

As previously stated, the total purchase price per each $1,000 principal amount of notes tendered by the early tender date will be $1,055, which consists of the $1,025 base amount and the $30.00 early tender payment. Noteholders who tender after the early deadline will receive the total payment less the early premium.

The company also will pay accrued interest.

According to a press release, the company’s obligation to purchase the tendered notes is conditional on the satisfaction or waiver of some conditions, including a financing condition.

Tendered notes may no longer be withdrawn.

The company previously said it received enough consents to amend the notes indenture. Cosan has been soliciting consents to eliminate substantially all of the restrictive covenants as well as events of default and related provisions.

Holders who tendered their notes under the offer were deemed to have consented to the proposed amendments, and they could not deliver consents without tendering the related notes.

The proposed amendments required the consents from holders of a majority of the outstanding 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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