Cosan Luxembourg S.A. Announces Early Results of Tender Offers for any and all of its Outstanding (1) 5.000% Senior Notes Due 2023, (2) 9.500% Senior Notes Due 2018 and Related Consent Solicitations

SÃO PAULO, June 17, 2016 /PRNewswire/-- Cosan Luxembourg ("Cosan Luxembourg") announced today the early tender results in connection with its previously announced offers to purchase for cash (the "Tender Offers") any and all of its outstanding 5.000% Senior Notes due 2023 (the "2023 Notes") and 9.500% Senior Notes due 2018 (the "2018 Notes" and, together with the 2023 Notes, the "Notes") fully, unconditionally and irrevocably guaranteed by Cosan S.A. Indústria e Comércio.

The early tender date for the Tender Offers was 5:00 p.m., New York Time, June 17, 2016 (the "Early Tender Date").  Cosan Luxembourg has been advised that, as of the Early Tender Date, (1) U.S.$376,377,000 in aggregate principal amount of the 2023 Notes, or approximately 75.28% of the outstanding 2023 Notes, and (2) R$684,538,000 in aggregate principal amount of the 2018 Notes, or approximately 80.53% of the outstanding 2018 Notes, had been validly tendered pursuant to the Tender Offer. The Notes that have been validly tendered cannot be withdrawn, except as may be required by applicable law. Holders who validly tendered their Notes at or prior to the Early Tender Date, in the manner described in the Offer to Purchase (as defined below) will be eligible to receive the Total Consideration, which includes the Early Tender Payment, plus any accrued interest, on the Early Settlement Date, which is expected to be June 20, 2016, or as promptly as practicable thereafter.

In connection with the Tender Offers, we are also soliciting consents of the Holders of each series of the Notes (the "Consent Solicitations") for the adoption of certain amendments (the "Proposed Amendments") to the indentures governing each series of the Notes to eliminate substantially all of the restrictive covenants as well as certain events of default and related provisions contained therein.  Holders who have tendered their Notes pursuant to the Tender Offers are deemed to have consented to the Proposed Amendments and therefore, we have received the requisite consents of Holders of a majority in aggregate principal amount of each series of Notes outstanding to amend the respective indentures. As a result, the respective indentures governing the Notes will be amended on or about the Early Settlement Date, which is expected to be June 20, 2016, or as promptly as practicable thereafter. 

The following table sets forth certain information relating to the Tender Offers:

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(1)   The amount to be paid for each U.S.$1,000 (with respect to the 2023 Notes) or for each R$1,000 (with respect to the 2018 Notes) principal amount of Notes validly tendered (and not validly withdrawn) and accepted for purchase, excluding Accrued Interest, which will be paid in addition to the Tender Offer Consideration and, if applicable, the Early Tender Payment. In respect of the 2018 Notes, the Tender Offer Consideration, if applicable, the Early Tender Payment and Accrued Interest will be paid in U.S. dollars by converting the Brazilian real amount into U.S. dollars at the applicable settlement rate on the early rate calculation date or the final rate calculation date, as the case may be. The settlement rate on the early rate calculation date was R$3.4904 per U.S.$1.00.
(2)   Included in the Total Consideration.

The Tender Offers and Consent Solicitations will expire at 11:59 p.m., New York Time, on July 1, 2016, unless extended or earlier terminated by us (such time and date, as it may be extended or earlier terminated with respect to the Tender Offers, the "Expiration Date").

Our obligation to purchase the Notes in the Tender Offers is conditioned on the satisfaction or waiver of certain conditions, including the Financing Condition, as described in the Offer to Purchase. We have the right, in our sole discretion, to amend or terminate the Tender Offers or the Consent Solicitations at any time. We reserve the right, in our sole discretion, not to accept any tenders of Notes for any reason.

The terms and conditions of the Tender Offers and Consent Solicitations, as well as the Proposed Amendments, are described in the Offer to Purchase and Consent Solicitation Statement, dated June 6, 2016, (as it may be amended or supplemented, the "Offer to Purchase") and the related Consent and Letter of Transmittal dated June 6, 2016 (as it may be amended or supplemented, the "Letter of Transmittal"). Copies of the Offer to Purchase and the Letter of Transmittal were made available to Holders by D.F. King & Co., Inc., the tender and information agent for the Tender Offers and Consent Solicitations (the "Tender and Information Agent"). Requests for copies of the Offer to Purchase and the Letter of Transmittal should be directed to the Tender and Information Agent in New York at (877) 283-0316 (toll free) or (212) 269-5550 (collect); in London at +44 (20) 7920-9700 (collect); or at [email protected].

Banco Bradesco BBI S.A., Citigroup Global Markets Inc., HSBC Securities (USA) Inc., Itau BBA USA Securities, Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated and Santander Investment Securities, Inc. are the Dealer Managers and Solicitation Agents in connection with the Tender Offers and Consent Solicitations. Questions regarding the Tender Offers and Consent Solicitations may be directed to Bradesco BBI at +1 (212) 888-9145 (collect), Citigroup at +1 (800) 558-3745 (toll free) or +1 (212) 723-6106 (collect), HSBC at +1 (888) HSBC-4LM (toll free) or +1 (212) 525-5552 (collect), Itaú BBA at +1 (888) 770-4828 (toll free) or + 1 (212) 710-6749 (collect), Merrill Lynch at +1 (888) 292-0070 (toll free) or +1 (646)-855-8988 (collect) and Santander at +1 (855) 404-3636 (toll free) or +1 (212) 940-1442 (collect).

Neither the Offer to Purchase, the Letter of Transmittal nor any related documents have been filed with or reviewed by any federal or state securities commission or regulatory authority of any country, and the Offer to Purchase, the Letter of Transmittal or any related documents have not been reviewed or approved by the Luxembourg Financial Sector Regulator (the Commission de Surveillance du Secteur Financier). No authority has passed upon the accuracy or adequacy of the Offer to Purchase, the Letter of Transmittal or any related documents, and it is unlawful and may be a criminal offense to make any representation to the contrary.

The Tender Offers and Consent Solicitations are being made solely on the terms and conditions set forth in the Offer to Purchase.  Under no circumstance shall this press release constitute an offer to purchase nor a solicitation of an offer to sell the Notes or any other securities or a solicitation of consents. The Tender Offers and Consent Solicitations are not being made to, nor will we accept tenders of Notes or delivery of consents from, Holders in any jurisdiction in which the Tender Offers and Consent Solicitations would not be in compliance with the securities or blue sky laws of such jurisdiction.  No recommendation is made as to whether Holders should tender their Notes or deliver consents. Holders should carefully read the Offer to Purchase and the related materials, because they contain important information, including the various terms and conditions of the Tender Offers and Consent Solicitations.

SOURCE Cosan Luxembourg S.A.