Cosan Luxembourg S.A. Announces Final Results Of Tender Offers

Cosan Luxembourg S.A.

Cosan Luxembourg (“Cosan Luxembourg”) announced today the final results in connection with its previously announced 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.

The expiration date for the Tender Offers was 11:59 p.m., New York Time, July 1, 2016 (the “Expiration Date”). Cosan Luxembourg has been advised that, after 5:00 p.m., New York time, on June 17, 2016 (the “Early Tender Date”), but at or prior to the Expiration Date, (1) U.S.$2,310,000 in aggregate principal amount of the 2023 Notes, and (2) R$2,000,000 in aggregate principal amount of the 2018 Notes, had been validly tendered pursuant to the Tender Offer. The Notes that have been validly tendered cannot be withdrawn, except as may be required by applicable law. Holders who validly tendered their Notes after the Early Tender Date but at or prior to the Expiration Date, in the manner described in the Offer to Purchase (as defined below) will be entitled to receive only the Tender Offer Consideration, but not the Early Tender Payment, plus any accrued interest from the last interest payment to, but not including, the Final Settlement Date, which is expected to be July 7, 2016, or as promptly as practicable thereafter.

Together with the Notes validly tendered and not withdrawn at or prior to the Early Tender Date, a total of (1) U.S.$378,687,000 in aggregate principal amount of the 2023 Notes, or approximately 75.74% of the outstanding 2023 Notes, and (2) R$686,538,000 in aggregate principal amount of the 2018 Notes, or approximately 80.77% of the outstanding 2018 Notes, were validly tendered pursuant to the Tender Offer.

In connection with the Tender Offers, we also solicited 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 eliminating substantially all of the restrictive covenants as well as certain events of default and related provisions contained therein. Holders who tendered their Notes pursuant to the Tender Offers also consented to the Proposed Amendments and therefore, we received the requisite consents of Holders of a majority in aggregate principal amount of each series of Notes outstanding to amend the respective indentures. As a result, the respective indentures governing the Notes were amended on the Early Settlement Date.

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