Cosan S.A. Announces Consent Solicitation for Notes due 2029

SÃO PAULO, April 25, 2022 /PRNewswire/ -- Cosan S.A. ("Cosan") announced today that it is soliciting (the "Consent Solicitation") consents (the "Consents") from holders (the "Holders") of Cosan's outstanding 5.500% Notes due 2029 (the "Notes") as of 5:00 p.m. New York City time, April 22, 2022 (the "Record Date") to effect a certain amendment to the indenture governing the Notes (the "Indentures"), as described below, upon the terms and subject to the conditions set forth in the Consent Solicitation Statement, dated April 25, 2022 (as may be amended or supplemented from time to time, the "Consent Solicitation Statement"). The Consent Solicitation will expire at 5:00 p.m. New York City time, on April 29, 2022 (such time and date, as the same may be extended from time to time, the "Expiration Date").

Certain details regarding the Notes and the Consent Solicitation are set forth in the table below.

Cosan is soliciting Consents in order to allow Cosan to substitute itself by a direct or indirect substantially wholly-owned subsidiary of Cosan as issuer in respect of the Notes, subject to certain conditions, including that Cosan become a guarantor in respect of the Notes and that Cosan continues to be subject to the restrictive covenants and events of default under the Notes (collectively, the "Proposed Amendment").

For the actual text of the Proposed Amendment, see "The Proposed Amendment" in the Consent Solicitation Statement. Except for the Proposed Amendment, all of the existing terms of the Indenture will remain unchanged.

Cosan will pay (or cause to be paid) to Holders a Consent Payment of U.S.$1.25 per U.S.$1,000 principal amount of Notes in respect of which a Consent has been validly delivered and not validly revoked (the "Consent Payment"). The obligation to pay (or cause to be paid) the Consent Payment for valid and unrevoked Consents to the Proposed Amendment for the Notes is subject to and conditioned upon (i) the receipt of the Requisite Consents (as defined below) for the Notes on or prior to the Expiration Date for the Notes and (ii) the absence of any law or regulation, and the absence of any injunction or action or other proceeding (pending or threatened), that (in the case of any action or proceeding if adversely determined) would make unlawful or invalid or enjoin or delay the implementation of the Proposed Amendment, the entering into of the Supplemental Indenture (as defined below) or the payment of the Consent Payment to the Holders of the Notes or that would question the legality or validity thereof (collectively, the "Consent Conditions").

If the Holders of at least a majority of the aggregate outstanding principal amount of the Notes validly deliver and do not validly revoke Consents to the Proposed Amendment (the "Requisite Consents"), Cosan and, upon receipt of an officers' certificate and an opinion of counsel, the trustee shall execute a supplemental indenture (the "Supplemental Indenture") to the Indenture effecting the Proposed Amendment. The time and date on which the Supplemental Indenture is executed is hereinafter referred to as the "Consent Time" with respect to the Notes. Consents to the Proposed Amendment for the Notes may not be revoked at any time after the earlier of the Consent Time and 5:00 p.m., New York City time, April 29, 2022 (such time, as may be extended by Cosan, in its sole discretion for the Notes, the "Revocation Deadline"), even if the Revocation Deadline for the Notes is later than the Consent Time. Although the Supplemental Indenture and the related Proposed Amendment will become effective immediately upon execution at the Consent Time, the Proposed Amendment will not be operative until the Consent Payment is paid to The Depository Trust Company ("DTC") for the benefit of the Holders on the Settlement Date (as defined below). Cosan expects to pay, or cause to be paid, the Consent Payment to DTC for the benefit of such Holders who validly delivered and did not validly revoke Consents to such Proposed Amendment on or prior to the Expiration Date for the Notes within two business days of the Expiration Date and upon the satisfaction or waiver of all Consent Conditions with respect to the Notes (such date with respect to the Notes, the "Settlement Date"). Once the Supplemental Indenture is effective, any Consents given with respect to the Notes may not be revoked and all Holders, including non-consenting, and their respective transferees will be bound by the terms thereof. If the Consent Time is earlier than the Revocation Deadline, then such Consent Time will be the latest time by which Holders can revoke Consents. If the Consent Conditions are not satisfied or waived with respect to the Notes, no Consent Payment with respect to the Notes will be paid to any Holder thereof. Holders who do not provide their Consent prior to the Expiration Date, or who validly revoke their consent, will not receive the Consent Payment.

The Consent Solicitation is being made solely by the Consent Solicitation Statement and on the terms and subject to the conditions set forth in the Consent Solicitation Statement. Cosan may, in its sole discretion, terminate, extend or amend the Consent Solicitation at any time as described in the Consent Solicitation Statement. In particular, subject to applicable law, Cosan, in its sole discretion, may extend the Expiration Date with respect to the Notes without also extending the Revocation Deadline with respect to the Notes. This announcement is for information purposes only and is neither an offer to sell nor a solicitation of an offer to buy any security and is not a solicitation of consents with respect to the Proposed Amendment or any securities. The Consent Solicitation is not being made in any jurisdiction in which, or to or from any person to or from whom, it is unlawful to make such solicitation under applicable state or foreign securities or blue sky laws.

Citigroup Global Markets Inc. ("Citi") and Goldman Sachs & Co. LLC ("Goldman") are acting as the Solicitation Agents for the Consent Solicitation. D.F. King & Co., Inc. is acting as the Information and Tabulation Agent for the Consent Solicitation. Questions or requests for assistance related to the Consent Solicitation or for additional copies of the Consent Solicitation Statement may be directed to Citi at +1 (212) 723-6106 (banks and brokers) and +1 (800) 558-3745 (all others, toll free), to Goldman at +1 (212) 357-1452 (banks and brokers) and +1 (800) 828-3182 (all others, toll free), or to D.F. King & Co., Inc. at +1 (212) 269-5550 (banks and brokers), +1 (800) 967-5084 (all others, toll free) or by email at [email protected]. The Consent Solicitation Statement is available at: www.dfking.com/cosan. Holders may also contact their broker, dealer, commercial bank, trust company or other nominee for assistance concerning the Consent Solicitation. Holders are urged to review the Consent Solicitation Statement for the detailed terms of the Consent Solicitation and the procedures for consenting to the Proposed Amendment.

About Cosan
Cosan is a publicly-held company incorporated under the laws of Brazil on July 8, 1966 for an indefinite term, and has businesses in strategic sectors to Brazil's growth and development, such as energy and logistics. Cosan's headquarters and principal executive offices are located at Av. Brigadeiro Faria Lima, 4,100 – 16th floor, São Paulo – SP, 04538-132, Brazil, telephone: +55 11 3897-9797. The public filings of Cosan with the SEC and the CVM (other than exhibits to such documents unless such exhibits are specifically incorporated by reference) are also available to the public free of charge through its website,  https://ri.cosan.com.br/. You may also request a copy of Cosan's filings at no cost by contacting Cosan at its executive offices.

Forward-Looking Statements
Disclosures in this press release contain forward-looking statements. All statements, other than statements of historical facts, included in this press release that address activities, events or developments that management expects, believes or anticipates will or may occur in the future are forward-looking statements. Without limiting the generality of the foregoing, forward-looking statements contained in this press release specifically include statements regarding the consummation of the Consent Solicitation, including the timing thereof, the Proposed Amendment and the execution of the Supplemental Indentures. These statements are based on certain assumptions made by Cosan based on its management's experience and perception of historical trends, current conditions, anticipated future developments and other factors believed to be appropriate. Such statements are subject to a number of assumptions, risks and uncertainties, many of which are beyond the control of Cosan, which may cause actual results to differ materially from those implied or expressed by the forward-looking statements. These include risks set forth in reports filed by Cosan with the Brazilian Securities Commission (Comissão de Valores Mobiliários) and the U.S. Securities and Exchange Commission (the "SEC"). Any forward-looking statement applies only as of the date on which such statement is made and Cosan does not intend to correct or update any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by law.

Cosan S.A.
Investor Relations:
Ricardo Lewin, Chief Financial and Investor Relations Officer, Cosan S.A.
[email protected]

SOURCE Cosan S.A.