SAO PAULO, Nov. 17, 2014 /PRNewswire/ -- Cosan Overseas Limited ("Cosan Overseas") announced today that it has commenced an offer to purchase for cash (the "Tender Offer") any and all of its outstanding 8.25% Perpetual Notes (the "Notes") fully, unconditionally and irrevocably guaranteed by Cosan S.A. Industria e Comercio and Cosan Lubrificantes e Especialidades S.A.
In connection with the Tender Offer, we are also soliciting consents (the "Consent Solicitation") of the holders of the Notes (the "Holders") for the adoption of certain amendments (the "Proposed Amendments") to of 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 outstanding Notes. 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 Consent Solicitation will be terminated if the Requisite Consents are not obtained 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 concurrent Tender Offer for an amount in cash equal to the applicable consideration.
The following table sets forth certain information relating to the Tender Offer:
Title of Security | ISIN | Principal Outstanding Amount | Tender Offer | Early Tender | Total |
8.25% Perpetual Notes | XS0556373347 | U.S.$500 million | U.S.$1,025.00 | U.S.$30.00 | U.S.$1,055.00 |
(1) | Per U.S.$1,000 principal amount of applicable Notes validly tendered and accepted for purchase, plus any accrued interest. | ||||
(2) | Included in Total Consideration. | ||||
The Tender Offer and Consent Solicitation will expire at 5:00 p.m. Central European Time, on December 15, 2014, unless extended by us (such time and date, as it may be extended, the "Expiration Date"). Holders who validly tender their Notes and deliver their related consents to the Proposed Amendment at or prior to 5:00 p.m., Central European Time, on December 1, 2014, 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 Documents (as defined below) will be eligible to receive the Total Consideration (as defined below), which includes the Early Tender Payment (as defined below), 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. The Notes that have been validly tendered cannot be withdrawn and consents delivered may not be revoked, 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 and Consent Solicitation Statement. 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, as well as the Proposed Amendments, are described in the Offer to Purchase and Consent Solicitation Statement, dated November 17, 2014. Copies of the Tender Offer and Consent Solicitation 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 Tender Offer and Consent Solicitation should be directed to the Tender and Information Agent in New York at (888) 644-6071 (U.S. toll free) or (212) 269-5550 (collect); in London at +44 (20) 7920-9700 (collect); or at cosan@dfking.com.
We have 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 Dealer Managers and Solicitation Agent in connection with the Tender Offer and Consent Solicitation. Questions regarding the Tender Offer and Consent Solicitation may be directed to Bradesco at +1 (212) 888-9145, BofA Merrill Lynch at +1 (888) 292-0070 (toll free) or +1 (646) 855-8988 (collect), Itau BBA at +1 (888) 770-4828 (toll free), Morgan Stanley at +1 (800) 624-1808 (toll free) or +1 (212) 761-1057 (collect) and Santander at +1 (212) 940-1442.
Neither the Offer to Purchase and Consent Solicitation Statement nor any related documents have been filed with or reviewed by any federal or state securities commission or regulatory authority of any country, and this document and the Tender Offer and Consent Solicitation 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 and Consent Solicitation Statement or any related documents, and it is unlawful and may be a criminal offense to make any representation to the contrary.
The Tender Offer and Consent Solicitation are being made solely on the terms and conditions set forth in the Offer to Purchase and Consent Solicitation Statement. 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 as to whether holders should tender their Notes or deliver consents. Holders should carefully read the Tender Offer and Consent Solicitation Statement because they contain important information, including the various terms and conditions of the Tender Offer and Consent Solicitation.
