Brazil’s Cosan begins tender offer, consent bid for 5.95% notes

By Wendy Van Sickle

Columbus, Ohio, July 17 – Cosan Ltd. began a tender offer and related consent solicitation for any and all of its $500 million of 5.95% notes due 2024, according to a company news release.

The company is soliciting consents to adopt amendments to the indenture that would eliminate substantially all of the restrictive covenants and some events of default and related provisions.

Consents are needed from the holders of a majority of the notes.

Cosan is offering a total consideration of $1,062.50 per $1,000 of notes to holders who deliver their tenders and related consents by the early deadline, 5 p.m. ET on July 30.

The total consideration includes a $50 early premium per $1,000 of notes that will not be paid to holders who tender after the early deadline.

The offer will expire at 11:59 p.m. ET on Aug. 13.

Holders who tender their notes must consent to the proposed amendments, and holders may not deliver consents without tendering their notes.

The tender offer is subject to a financing condition. The company said it intends to give priority with respect to the allocation of any financing transaction to those holders who have indicated their intention to tender their notes.

The dealer managers and solicitation agents are Banco Bradesco BBI SA (646 432-6643), Banco BTG Pactual SA – Cayman Branch (212 293-4600), Citigroup Global Markets Inc. (800 558-3745 or 558-3745), Itau BBA USA Securities, Inc. (888 770-4828 or 212 710-6749), Morgan Stanley & Co. LLC (800 624-1808 or 212 761-1057) and Santander Investment Securities, Inc. (855 404-3636 or 212 940-1442).

The tender and information agent is D.F. King & Co., Inc. (877 871-1741, 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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