Cosan Luxembourg S.A. Announces 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 6, 2016 /PRNewswire/ -- Cosan Luxembourg ("Cosan Luxembourg") announced today that it has commenced 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.

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.  The Proposed Amendments require the consents (the "Requisite Consents") of Holders of a majority in aggregate principal amount of such series of Notes outstanding.  Holders who tender their Notes pursuant to the Tender Offers 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 one or both Tender Offers are not obtained in connection with the Consent Solicitations, the Consent Solicitations may be terminated, and in such case, the Proposed Amendments to the corresponding indenture will not become effective; however, we reserve the right in our sole discretion to accept and purchase Notes tendered pursuant to the Tender Offers for an amount in cash equal to the corresponding 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 Offers:

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 and related Consent Solicitations, 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 Time, June 17, 2016, 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 Time, June 17, 2016, 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 Offers 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 it into consideration in connection with the allocation of any Financing Transaction. Any beneficial 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 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 are available to Holders from 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].

We have retained Bradesco Securities, Inc., Citigroup Global Markets Inc., HSBC Securities (USA) Inc., Itau BBA USA Securities, Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated and Santander Investment Securities, Inc. to each act as 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 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.