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Cosan Luxembourg S.A. - Tender Offer - Launch

COSAN LUXEMBOURG S.A. ANNOUNCES COMMENCEMENT OF CASH TENDER OFFER OF UP TO U.S.$250 MILLION AGGREGATE PRINCIPAL AMOUNT OF THE OUTSTANDING U.S.$650 MILLION AGGREGATE PRINCIPAL AMOUNT OF ITS 7.000% SENIOR NOTES DUE 2027 (CUSIP Nos. 22112E AC2/L20041 AD8)

20 JUNE 2023


Full announcement including disclaimers and offer restrictions available via Prnewswire (Source: Cosal Luxembourg S.A.)


"SÃO PAULO, June 20, 2023 /PRNewswire/ -- Cosan Luxembourg S.A., a public limited liability company (société anonyme) organized under the laws of the Grand Duchy of Luxembourg, having its registered office at 6, rue Eugène Ruppert, L-2453 Luxembourg, Grand Duchy of Luxembourg and registered with the Luxembourg Register of Commerce and Companies (Registre de Commerce et des Sociétés) under number B 175.646 ("Cosan Luxembourg") announced today the commencement of an offer to purchase for cash up to U.S.$250 million (such amount, as it may be increased by Cosan Luxembourg in its sole discretion, the "Maximum Principal Amount") of the outstanding U.S.$650,000,000 7.000% Senior Notes due 2027 issued by Cosan Luxembourg (the "Notes") upon the terms and subject to the conditions set forth in the offer to purchase dated June 20, 2023 (the "Offer to Purchase"), for a purchase price for the Notes equal to the applicable Purchase Price (the "Tender Offer"). Capitalized terms not defined herein shall have the meaning ascribed to them in the Offer to Purchase.


The table below summarizes certain payment terms for the Notes:"


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Concurrently with the commencement of the Tender Offer, we are announcing an offering (the "Financing Transaction") of new notes (the "New Notes") to be issued by Cosan Luxembourg in reliance on an exemption from the registration requirements of the U.S. Securities Act of 1933 (the "Securities Act").


We expect to use up to U.S.$250 million of the net proceeds from the Financing Transaction to pay the aggregate consideration and the aggregate accrued and unpaid interest on the Notes validly tendered and accepted by us in the Tender Offer. Cosan Luxembourg's obligation to purchase Notes in the Tender Offer is subject to and conditioned upon the satisfaction or waiver of certain conditions described in the Offer to Purchase, including the condition that we shall have successfully consummated the Financing Transaction and shall have received net cash proceeds from the Financing Transaction in an amount sufficient (as determined by Cosan Luxembourg in its sole and absolute discretion) to fund (i) the aggregate Total Consideration, with respect to the Notes validly tendered at or prior to the Early Tender Date, and (ii) the aggregate Tender Offer Consideration, with respect to any remaining Notes validly tendered at or prior to the Expiration Date, in each case subject to the Maximum Principal Amount and proration, plus Accrued Interest, as well as any related fees and expenses relating to the Tender Offer and the Financing Transaction. No assurance can be given that the Financing Transaction will be completed successfully. This announcement and the information contained in this announcement regarding the New Notes do not constitute an offer to sell or a solicitation of an offer to buy any New Notes.


Cosan Luxembourg reserves the right, in Cosan Luxembourg's sole discretion, to amend or terminate the Tender Offer at any time.


Cosan Luxembourg will only accept for purchase Notes in an aggregate principal amount that will not exceed the Maximum Principal Amount of U.S.$250 million. If the Tender Offer is oversubscribed, the amount of Notes purchased by us from a tendering Holder will be subject to proration as described in "Principal Terms of the Tender Offer—Maximum Tender Offer: Maximum Principal Amount and Proration" in the Offer to Purchase. Cosan Luxembourg reserves the right, but is under no obligation, to increase the Maximum Principal Amount at any time, subject to compliance with applicable law, which could result in the purchase of a greater aggregate principal amount of Notes in the Tender Offer. If Cosan Luxembourg increases the Maximum Principal Amount, it does not expect to extend the withdrawal deadline, subject to applicable law. There can be no assurance that Cosan Luxembourg will increase the Maximum Principal Amount."


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