Cosan Luxembourg S.A. Announces Consent Solicitation For 5.000% Senior Notes Due 2023 And 9.500% Senior Notes Due 2018

SAO PAULO, Nov. 12, 2014 /PRNewswire/ -- Cosan Luxembourg S.A. ("Cosan Luxembourg") (Luxembourg Register of Commerce and Companies No. B 175.646), announced today that it has commenced a solicitation to seek consents (the "Solicitation") for waivers with respect to certain restrictive covenants and related defaults and events of default contained in (i) the indenture dated March 14, 2013 (as amended or supplemented, the "USD Indenture"), among Cosan Luxembourg, as issuer, Cosan S.A. Industria e Comercio ("Cosan"), as guarantor, Deutsche Bank Trust Company Americas, as trustee, registrar, principal paying agent and transfer agent and Deutsche Bank Luxembourg S.A., as Luxembourg paying agent, pursuant to which Cosan Luxembourg's U.S.$500,000,000 aggregate principal amount of 5.000% Senior Notes due 2023 (the "USD Notes") were issued and (ii) the indenture dated March 14, 2013 (as amended or supplemented, the "BRL Indenture" and, together with the USD Indenture, the "Indentures"), among Cosan Luxembourg, as issuer, Cosan, as guarantor, Deutsche Bank Trust Company Americas, as trustee, registrar, principal paying agent, transfer agent and calculation agent, and Deutsche Bank Luxembourg S.A., as Luxembourg listing agent, pursuant to which Cosan Luxembourg's R$850,000,000 aggregate principal amount of 9.500% Senior Notes due 2018 (the "BRL Notes" and, together with the USD Notes, the "Notes") were issued.

The consents for the waivers would allow Cosan to, in its sole discretion should Cosan decide to consummate the transactions, (1) distribute all of its equity interests in a newly created holding company that will own all of Cosan's equity interest in Companhia de Gas de Sao Paulo – COMGAS to shareholders of Cosan and (2) procure the assumption by the spun-off COMGAS group of a proportion of Cosan's existing or future indebtedness, provided that such assumption of debt is permitted under the terms of that indebtedness (the "Proposed Transaction"). By granting a consent to the waivers, each holder of the applicable Notes is consenting to the Proposed Transaction and giving its waivers with respect to any covenants which would prevent, and any Default and/or Event of Default (as defined in the relevant Indenture) related to the non-compliance with the Restricted Payments and Related Party Transactions covenants in the relevant Indenture, and the consequences thereof, which may arise by virtue of, the consummation of the Proposed Transaction.

Details of the Solicitation are contained in Cosan Luxembourg's Solicitation Statement, dated November 12, 2014 and the related Consent Letter, which are being sent to holders of record of the Notes. The record date for the Solicitation is 5:00 p.m., New York City time, on November 11, 2014. The Solicitation will expire at 5:00 p.m. (New York City time) on November 20, 2014, unless extended (the "Expiration Date").

Cosan will pay or cause to be paid to holders of the USD Notes a consent fee of U.S.$10.00 per U.S.$1,000 principal amount of USD Notes and will cause to be paid to the holders of the BRL Notes a consent fee of R$10.00 per R$1,000 principal amount of BRL Notes in respect of which a consent has been validly granted (the "Consent Fee"). Payment of any such Consent Fee is subject to the conditions contained in the Solicitation Statement and will be made following the Expiration Date in U.S. dollars for both the USD Notes and the BRL Notes. Holders who do not provide their consent prior to the Expiration Date, or who validly revoke their consent, will not receive the Consent Fee. The Consent Fee will not be paid if the terms and conditions described in the Solicitation Statement are not satisfied for any reason.

Cosan Luxembourg reserves the right to modify the Solicitation Statement and the terms and conditions of the Solicitation or to terminate the Solicitation.

THIS PRESS RELEASE IS NOT A SOLICITATION OF CONSENTS WITH RESPECT TO ANY NOTES. THE SOLICITATION IS BEING MADE SOLELY BY THE SOLICITATION STATEMENT. THE SOLICITATION IS NOT BEING MADE TO, NOR WILL COSAN ACCEPT DELIVERIES OF CONSENTS FROM, HOLDERS IN ANY JURISDICTION IN WHICH THE SOLICITATION OR THE ACCEPTANCE THEREOF WOULD NOT BE IN COMPLIANCE WITH THE SECURITIES OR BLUE SKY LAWS OF SUCH JURISDICTION.

The Information and Tabulation Agent for the Solicitation is D.F. King & Co., Inc. Any questions or requests for assistance or for copies of the Solicitation Statement, the Consent Letter or related documents may be directed to the Information and Tabulation Agent at +1 (212) 269-5550 (collect) or +1 (877) 864-5060 (toll free) or email [email protected].

Cosan Luxembourg has retained Banco Bradesco BBI S.A., Itau BBA USA Securities, Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Morgan Stanley & Co. LLC and Santander Investment Securities Inc. to each act as Solicitation Agent in connection with the Solicitations. Questions regarding the Solicitation may be directed to BofA Merrill Lynch at +1 (888) 292-0070 (toll free) or +1 (646) 855-8988 (collect) and Morgan Stanley at +1 (800) 624-1808 (toll free) or +1 (212) 761-1057 (collect).

SOURCE Cosan Luxembourg S.A.