Published on 3/1/2024 in the Prospect News Emerging Markets Daily.
New Issue: Cosan Luxembourg issues $600 million 7¼% senior notes due 2031
Chicago, March 1 – Cosan Luxembourg SA issued $600 million of 7¼% senior notes due 2031 (Ba2//BB), according to an offering document.
The notes priced at 99.304.
The notes will be callable with a Treasuries plus 50 basis points make-whole premium until a fixed amount call option starts June 27, 2027. For the 12-month period starting June 27, 2027, the redemption price will be 103.625, then 101.813 in 2028, 100.906 in 2029 and par starting in 2030 and thereafter.
The joint global coordinators were Itau BBA USA Securities, Inc. and Morgan Stanley & Co. LLC. They were joined as joint bookrunners by Banco Bradesco BBI SA, Banco BTG Pactual SA – Cayman Branch, Santander US Capital Markets LLC and UBS Securities LLC.
Proceeds will be used for general corporate purposes.
The notes are guaranteed by parent Cosan SA.
Cosan is based in Sao Paulo, Brazil, and has businesses in strategic sectors to Brazil’s growth and development, such as energy and logistics.
| Issuer: | Cosan Luxembourg SA
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| Guarantor: | Cosan SA
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| Amount: | $600 million
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| Issue: | Senior notes
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| Maturity: | June 27, 2031
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| Bookrunners: | Itau BBA USA Securities, Inc., Morgan Stanley & Co. LLC (joint global coordinators), Banco Bradesco BBI SA, Banco BTG Pactual SA – Cayman Branch, Santander US Capital Markets LLC and UBS Securities LLC
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| Trustee: | U.S. Bank Trust Co., NA
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| Counsel to issuer: | Davis Polk & Wardwell LLP, Pinheiro Neto Advogados, Loyens & Loeff Luxembourg Sarl
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| Counsel to underwriters: | Skadden, Arps, Slate, Meagher & Flom LLP, Lefosse Advogados
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| Coupon: | 7¼%
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| Price: | 99.304
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| Call features: | Make-whole call at Treasuries plus 50 bps until June 27, 2027; starting June 27, 2027 for 12-month periods, at 103.625 in 2027, at 101.813 in 2028, at 100.906 in 2029 and par in 2030
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| Change of control: | At 101
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| Equity clawback: | Up to 35% at 107.25
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| Trade date: | Jan. 23
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| Settlement date: | Jan. 26
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| Ratings: | Moody’s: Ba2
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| Fitch: BB
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| Distribution: | Rule 144A and Regulation S
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| ISIN: | US22112EAE86, USL20041AG11
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