Cosan Luxembourg S.A., a public limited liability company (société anonyme) organized under the laws of the Grand Duchy of Luxembourg, having its registered office at 28, Boulevard F.W. Raiffeisen, L-2411 Luxembourg, Grand Duchy of Luxembourg and registered with the Luxembourg Register of Commerce and Companies (Registre de Commerce et des Sociétés) under number B 175.646 (“Cosan Luxembourg”) announced today the final tender results in connection with its previously announced separate offers to purchase for cash a combined aggregate principal amount of U.S.$900,000,000 (the “Aggregate Maximum Principal Amount”) of Notes (as defined below), subject to the following applicable caps: (i) up to U.S.$301,264,000 aggregate principal amount (the “2029 Notes Maximum Principal Amount”) of its outstanding U.S.$740,750,000 5.500% Senior Notes due 2029 issued by Cosan Luxembourg (the “2029 Notes”); (ii) up to U.S.$330,000,000 aggregate principal amount (the “2030 Notes Maximum Principal Amount”) of its outstanding U.S.$550,000,000 7.500% Senior Notes due 2030 issued by Cosan Luxembourg (the “2030 Notes”); and (iii) up to U.S.$268,736,000 aggregate principal amount (the “2031 Notes Maximum Principal Amount,” and together with the 2029 Notes Maximum Principal Amount and the 2030 Notes Maximum Principal Amount, the “Individual Maximum Principal Amounts” and each an “Individual Maximum Principal Amount”) of the outstanding U.S.$600,000,000 7.250% Senior Notes due 2031 issued by Cosan Luxembourg (the “2031 Notes,” and together with the 2029 Notes and the 2030 Notes, the “Notes”), upon the terms and subject to the conditions set forth in the offer to purchase dated January 31, 2025 (the “Offer to Purchase”) as amended by the Company's early tender results press release dated as of February 14, 2025, for a purchase price for each series of Notes equal to the applicable Purchase Price (the “Tender Offers” and each a “Tender Offer”).
The expiration date for the Tender Offers was 5:00 p.m., New York City time, on March 4, 2025 (the “Expiration Time”). Cosan Luxembourg has been advised that U.S.$875,000, or approximately 0.12% of the outstanding 2029 Notes, U.S.$3,540,000, or approximately 0.64% of the outstanding 2030 Notes, and U.S.$630,000, or approximately 0.1% of the outstanding 2031 Notes, were tendered after 5:00 p.m., New York City time, on February 13, 2025 (the “Early Tender Date”) but at or prior to the Expiration Time.The 2029 Notes and 2030 Notes tendered after the Early Tender Date but at or prior to the Expiration Time were accepted.Since the aggregate principal amount of 2031 Notes tendered at or prior to the Early Tender Date was equivalent to the 2031 Notes Maximum Principal Amount, the 2031 Notes tendered after the Early Tender Date but prior to the Expiration Time were not accepted.
On the Early Tender Date, Cosan Luxembourg accepted (i) U.S.$235,647,000 in aggregate principal amount of the 2029 Notes validly tendered in the Tender Offer for the 2029 Notes, (ii) U.S.$269,713,000 in aggregate principal amount of the 2030 Notes validly tendered in the Tender Offer for the 2030 Notes and (iii) U.S.$268,736,000 in aggregate principal amount of the 2031 Notes validly tendered in the Tender Offer for the 2031 Notes.
Holders who validly tendered their Notes at or prior to the Early Tender Date in the manner described in the Offer to Purchase received the applicable Total Consideration, which included the applicable Tender Offer Consideration and the applicable Early Tender Payment, plus the applicable Accrued Interest, on the Early Settlement Date, which occurred on February 18, 2025.
Holders of 2029 Notes that were validly tendered after the Early Tender Date and prior to or at the Expiration Time, and accepted for purchase pursuant to the Tender Offer for the 2029 Notes, will be eligible to receive the applicable Tender Offer Consideration (as set forth in the table below), plus the applicable Accrued Interest, on the Final Settlement Date. Holders of 2030 Notes that were validly tendered after the Early Tender Date and prior to or at the Expiration Time, and accepted for purchase pursuant to the Tender Offer for the 2030 Notes, will be eligible to receive the applicable Total Consideration (as set forth in the table below), which includes the applicable Tender Offer Consideration and the applicable Early Tender Payment, plus the applicable Accrued Interest, on the Final Settlement Date. The Final Settlement Date is expected to be on or about March 7, 2025.
The table below summarizes certain payment terms for the Notes:
The terms and conditions of the Tender Offers are described in the Offer to Purchase, as amended by the Company's early tender results press release dated as of February 14, 2025. Capitalized terms not defined herein shall have the meaning ascribed to them in the Offer to Purchase.
Neither the Offer to Purchase nor any related documents have been filed with or reviewed by any federal or state securities commission or regulatory authority of any country. No authority has passed upon the accuracy or adequacy of the Offer to Purchase or any related documents, and it is unlawful and may be a criminal offense to make any representation to the contrary.
Contact information of the Tender and Information Agent is set forth below.
This notice does not constitute or form part of any offer or invitation to purchase, or any solicitation of any offer to sell, the Notes or any other securities in the United States or any other country, nor shall it or any part of it, or the fact of its release, form the basis of, or be relied on or in connection with, any contract therefor. The Tender Offers were made only by and pursuant to the terms of the Offer to Purchase, and the information in this notice is qualified by reference to the Offer to Purchase. None of Cosan Luxembourg, the Guarantor, the Dealer Managers or the Tender and Information Agent made any recommendation as to whether Holders should tender their Notes pursuant to the Tender Offers.
Cosan Luxembourg S.A. and Cosan S.A. Investor RelationsAv. Brigadeiro Faria Lima, 4100, 15th FloorItaim Bibi, CEP 04538-132 São Paulo, SP, BrazilTel: +55 11 3897-9797E-mail: ri@cosan.com.br
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SOURCE Cosan Luxembourg S.A.
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