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Cosan S.A. (B3:CSAN3; NYSE:CSAN) stated Monday it has entered into an investment agreement with its controlling shareholders and a group of institutional investors to conduct two primary public offerings of common shares, according to a press release and SEC filing.
The agreement involves Cosan, its controlling shareholders Aguassanta Investimentos S.A. and Queluz Holding Limited, vehicles of the family of Mr. Rubens Ometto Silveira Mello, and anchor investors including vehicles of BTG Pactual Holding, investment vehicles managed by BTG Pactual Asset Management, and Perfin Infra Administração de Recursos Ltda.
The first offering is expected to be a primary issuance of 1.45 billion common shares, potentially increased by up to 25% (an additional 362.5 million shares) depending on demand. Anchor investors have committed to subscribe for the full base offering at R$5.00 per share, totaling R$7.25 billion. These shares will be issued in Brazil, and the process will not grant priority rights to existing shareholders.
A second primary public offering of up to 550 million shares is also planned, with priority rights given to shareholders of record as of the close of business on September 19, 2025, excluding shares subscribed in the first offering. The combined offerings will not exceed 2 billion common shares.
Lock-up agreements will apply to shares subscribed in the first offering: 50% of shares acquired by parties other than anchor investors will be subject to a two-year lock-up, while 50% of shares subscribed by the anchor investors’ holding company will have a four-year lock-up. Additional shares acquired by anchor investors will be restricted for 100 days. Shares from the second offering will not be subject to lock-up.
The offering prices for both rounds will be set at R$5.00 per share. Proceeds from the offerings are designated for the renegotiation and repayment of Cosan’s financial debts, aimed at reducing leverage.
The transaction is subject to approval at an Extraordinary General Meeting, including increasing Cosan’s authorized capital and granting a waiver related to tender offer requirements for the new investors. Settlement of the first offering is targeted to occur by November 14, 2025.
This article is based on a press release statement and SEC filing.
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