Cosan Luxembourg S.A. Announces Final 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

SAO PAULO, July 5, 2016 /PRNewswire/ -- Cosan Luxembourg ("Cosan Luxembourg") announced today the final 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 expiration date for the Tender Offers was 11:59 p.m., New York Time, July 1, 2016 (the "Expiration Date").  Cosan Luxembourg has been advised that, after 5:00 p.m., New York time, on June 17, 2016 (the "Early Tender Date"), but at or prior to the Expiration Date, (1) U.S.$2,310,000 in aggregate principal amount of the 2023 Notes, and (2) R$2,000,000 in aggregate principal amount of the 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 The Notes that have been validly tendered cannot be withdrawn, except as may be required by applicable law.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 after the Early Tender Date but at or prior to the Expiration Date, in the manner described in the Offer to Purchase (as defined below) will be entitled to receive only the Tender Offer Consideration, but not the Early Tender Payment, plus any accrued interest from the last interest payment to, but not including, the Final Settlement Date, which is expected to be July 7, 2016, or as promptly as practicable thereafter.

Together with the Notes validly tendered and not withdrawn at or prior to the Early Tender Date, a total of (1) U.S.$378,687,000 in aggregate principal amount of the 2023 Notes, or approximately 75.74% of the outstanding 2023 Notes, and (2) R$686,538,000 in aggregate principal amount of the 2018 Notes, or approximately 80.77% of the outstanding 2018 Notes, were validly tendered pursuant to the Tender Offer.

In connection with the Tender Offers, we also solicited 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 eliminating substantially all of the restrictive covenants as well as certain events of default and related provisions contained therein.  Holders who tendered their Notes pursuant to the Tender Offers also consented to the Proposed Amendments and therefore, we 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 were amended on the Early Settlement Date. 

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

(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 final rate calculation date was R$3.29040 per U.S.$1.00.

(2)   Included in the Total Consideration.

Our obligation to purchase the Notes in the Tender Offers is conditioned on the satisfaction or waiver of certain conditions. 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, were 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 (as it may be amended or supplemented, the "Letter of Transmittal"). D.F. King & Co., Inc. acted as tender and information agent for the Tender Offers and Consent Solicitations (the "Tender and Information Agent"). The Tender and Information Agent can be reached 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. were 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 were 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 were made to, nor have we accepted 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 was made as to whether Holders should have tendered their Notes or deliver consents. Holders should have carefully read the Offer to Purchase and the related materials, because they contained important information, including the various terms and conditions of the Tender Offers and Consent Solicitations.

SOURCE Cosan Luxembourg S.A.