Brazil’s Cosan posts final tallies in tender offer for 5%, 9˝% notes

By Wendy Van Sickle

Columbus, Ohio, July 5 – Cosan SA Industria e Comercio subsidiary Cosan Luxembourg SA said it received tenders for $378,687,000, or 75.74%, of its $500 million of 5% senior notes due 2023 and R$686,538,000, or 80.77%, of its R$850 million 9˝% senior notes due 2018.

The totals include $2.31 million of the 5% notes and R$2 million of the 9˝% notes tendered after the early tender deadline but before the offer expired at 11:59 ET on July 1, according to a press release.

As previously reported, $376,377,000, or 75.28%, of the 5% notes and R$684,538,000, or 80.53%, of the 9˝% notes were tendered by the early tender deadline of 5 p.m. ET on June 17.

The response by the early deadline was sufficient to allow the company to amend the note indentures as requested in the consent solicitation that is part of the tender offer, as previously reported.

Cosan announced the tender offers and consent solicitations on June 6.

Final settlement is expected on July 7.

In the consent solicitation, the company was seeking to amend the note indentures to eliminate substantially all of the restrictive covenants and some events of default and related provisions.

Consents were needed from the holders of a majority of a series of notes in order to amend that series of notes.

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

The company offered $960 per $1,000 principal amount of 5% notes and R$950 per R$1,000 principal amount of 9˝% notes. Each of these payments includes an early tender payment of $30 or R$30, as applicable, for each note that was tendered by the early tender date.

Holders will also receive accrued interest.

The tender offers were not subject to the receipt of the requisite consents, but they were subject to a financing condition.

Cosan priced $500 million of new notes on June 9.

The dealer managers and solicitation agents are Bradesco Securities, Inc. (212 888-9145), Citigroup Global Markets Inc. (800 558-3745 or 212 723-6106), HSBC Securities (USA) Inc. (888 HSBC-4LM or 212 525-5552), Itau BBA USA Securities, Inc. (888 770-4828 or 212 710-6749), BofA Merrill Lynch (888 292-0070 or 646-855-8988) and Santander Investment Securities, Inc. (855 404-3636 or 212 940-1442).

The tender and information agent is D.F. King & Co., Inc. (877 283-0316, 212 269-5550, 44 20 7920-9700 or cosan@dfking.com).

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

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