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Published on 11/6/2007 in the Prospect News Emerging Markets Daily and Prospect News High Yield Daily.

Brazil's Cosan buys back $164.19 million of 9% notes

By Susanna Moon

Chicago, Nov. 6 - Cosan SA Industria e Comercio said it received consents for $169.73 million, or 84.87%, of the principal amount of its 9% senior notes due 2009.

Of the total, $164.19 million consisted of notes tendered with consents and $5.54 million consisted of consents from holders who did not tender their notes. The company said on Oct. 23 that it had received consents from holders of 83.22% of the 9% notes, enough to amend the indenture.

Cosan was soliciting consents to amend the notes to make the covenants and events of default consistent with that of its outstanding $400 million 7% notes due 2017, which were issued in January 2007.

As previously announced, the company said it would pay $1,088.74 for each $1,000 principal amount of the notes tendered by the consent deadline of 5 p.m. ET on Oct. 22. The amount includes a consent fee of $10.00.

For notes tendered after the consent date, the company will pay $1,078.74 for each $1,000 principal amount of notes tendered.

In each case, noteholders will also receive accrued interest to the settlement date, which is slated for Thursday.

Pricing was set at 2 p.m. ET on Oct. 22 and equals the present value on Oct. 25 of each $1,000 principal amount of notes plus interest that would accrue until the maturity date, discounted using the bid-side yield on the 3 3/8% U.S. Treasury notes due Oct. 15, 2009 plus a fixed spread of 50 basis points.

The tender offer expired at midnight ET on Monday. It began on Oct. 9.

Holders could tender notes and grant consents or deliver consents without tendering notes and receive only the consent fee.

Morgan Stanley & Co. Inc. (800 624-1808 or call collect 212 761-5384) was dealer manager. Global Bondholder Services Corp. (866 952-2200 or 212 430-3774) was the information agent.

Cosan is a Sao Paulo, Brazil-based sugar and ethanol producer.


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