Cosan Overseas Limited Announces Tender Offer For Any And All Of Its Outstanding 8.250% Perpetual Notes And Related Consent Solicitation

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 Consideration(1)	Early Tender Payment(1)(2)	Total Consideration(1)
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.