Cosan Limited Announces Tender Offer for any and all of its Outstanding 5.950% Notes Due 2024 and Related Consent Solicitation

SÃO PAULO, July 17, 2019 /PRNewswire/ -- Cosan Limited ("Cosan," the "Company" or "we") announced today that it has commenced an offer to purchase for cash (the "Tender Offer") any and all of its outstanding 5.950% Notes due 2024 (the "Notes").

In connection with the Tender Offer, we are also soliciting consents of the Holders of the Notes (the "Consent Solicitation") for the adoption of certain amendments (the "Proposed Amendments") to the indenture governing the Notes to eliminate substantially all of the restrictive covenants as well as certain events of default and related provisions contained therein.  The Proposed Amendments require the consents (the "Requisite Consents") of Holders of a majority in aggregate principal amount of the Notes outstanding.  Holders who tender their Notes pursuant to the Tender Offer will be deemed to have consented to the Proposed Amendments.  Holders may not deliver consents to the Proposed Amendments without tendering the related Notes.  The term "Holder" means a registered holder of Notes.

If the Requisite Consents with respect to the Tender Offer are not obtained in connection with the Consent Solicitation, the Consent Solicitation may be terminated, and in such case, the Proposed Amendments to the indenture will not become effective; however, we reserve the right in our sole discretion to accept and purchase Notes tendered pursuant to the Tender Offer for an amount in cash equal to the Total Consideration (as set forth in the table below) or Tender Offer Consideration (as set forth in the table below), as applicable.

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

The Tender Offer and Consent Solicitation will expire at 11:59 p.m., New York City time, on August 13, 2019, unless extended or earlier terminated by us (such time and date, as it may be extended or earlier terminated with respect to the Tender Offer and related Consent Solicitation, the "Expiration Date"). Holders who validly tender (and do not validly withdraw) their Notes and deliver (and do not revoke) their related consents to the Proposed Amendments at or prior to 5:00 p.m., New York City time, July 30, 2019, unless extended by us (such time and date, as the same may be extended, 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 (as set forth in the table above) with respect to the Notes, plus any accrued interest.  Holders who tender their Notes must consent to the Proposed Amendments.  Holders cannot deliver consents to the Proposed Amendments without tendering the related Notes.  Notes tendered may be withdrawn and consents delivered may be revoked at any time at or prior to 5:00 p.m., New York City time, July 30, 2019, unless extended by us (such time and date, as the same may be extended, the "Withdrawal Deadline"), but not thereafter, except as may be required by applicable law.

Our obligation to purchase the Notes in the Tender Offer is conditioned on the satisfaction or waiver of certain conditions, including the Financing Condition, as described in the Offer to Purchase. The Company intends to give priority with respect to the allocation of any Financing Transaction, as described in the Offer to Purchase, to those Holders who have indicated to the Company their intention to tender their Notes (an "Intention to Tender"). Such Intention to Tender should be provided to the Company prior to the pricing time of any Financing Transaction in order for the Company to take such intent into consideration in connection with the allocation of any Financing Transaction. Any priority treatment is at the sole discretion of the Company and subject to applicable laws. We have the right, in our sole discretion, to amend or terminate the Tender Offer or the Consent Solicitation 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 Offer and Consent Solicitation, including the Proposed Amendments, are described in the Offer to Purchase and Consent Solicitation Statement, dated July 17, 2019, (as it may be amended or supplemented, the "Offer to Purchase") and the related Consent and Letter of Transmittal dated July 17, 2019 (as it may be amended or supplemented, the "Letter of Transmittal"). Copies of the Offer to Purchase and the Letter of Transmittal are available to Holders from D.F. King & Co., Inc., the tender and information agent for the Tender Offer and Consent Solicitation (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 +1 (877) 871-1741 (toll free) or +1 (212) 269-5550 (collect); in London at +44 (20) 7920-9700 (collect); or at [email protected].

We have retained Banco Bradesco BBI S.A., Banco BTG Pactual S.A. ? Cayman Branch, Citigroup Global Markets Inc., Itau BBA USA Securities, Inc., Morgan Stanley & Co. LLC and Santander Investment Securities, Inc. to each act as Dealer Managers and Solicitation Agents in connection with the Tender Offer and Consent Solicitation. Questions regarding the Tender Offer and Consent Solicitation may be directed to Banco Bradesco BBI S.A. at +1 (646) 432-6643 (collect); Banco BTG Pactual S.A. ? Cayman Branch at +1 (212) 293-4600 (collect); Citigroup Global Markets Inc. at +1 (212) 723-6106 (toll free) or +1 (800) 558-3745 (collect); Itau BBA USA Securities, Inc. at +1 (888) 770-4828 (toll free) or + 1 (212) 710-6749 (collect), Morgan Stanley & Co. LLC at +1 (800) 624-1808 (toll free) or +1 (212) 761-1057 (collect), or Santander Investment Securities, Inc. 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. 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 Financing Transaction was not and will not be registered with the Securities and Exchange Commission of Brazil (Comissão de Valores Mobiliarios) and also will not be registered under the United States Securities Act of 1933, as amended (the "Securities Act").  Consequently the notes issued in the Financing Transaction are prohibited from being offered or sold in the United States or to U.S. citizens without applicable registration or exemption from registration required under the Securities Act.

The Tender Offer and Consent Solicitation 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 Offer and Consent Solicitation 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 Offer and Consent Solicitation would not be in compliance with the securities or blue sky laws of such jurisdiction.  No recommendation is made by us, the Dealer Managers or the Solicitation Agents 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 Offer and Consent Solicitation.

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 Tender Offer, the Consent Solicitation, the Financing Transaction including the timing thereof, the Proposed Amendments and the execution of the supplemental indenture. 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 U.S. Securities and Exchange Commission. Any forward-looking statement applies only as of the date on which such statement is made and Cosan does not 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 Limited
Investor Relations
Av. Brigadeiro Faria Lima, 4100, 15^th Floor
Itaim Bibi, CEP 04538-132 São Paulo, SP, Brasil
Tel: +55 11 3897-9797
E-mail: [email protected]

SOURCE Cosan Limited