Obbligazione Cosma 5% ( USL20041AA41 ) in USD

Emittente Cosma
Prezzo di mercato 100 USD  ⇌ 
Paese  Brasile
Codice isin  USL20041AA41 ( in USD )
Tasso d'interesse 5% per anno ( pagato 2 volte l'anno)
Scadenza 14/03/2023 - Obbligazione è scaduto



Prospetto opuscolo dell'obbligazione Cosan USL20041AA41 in USD 5%, scaduta


Importo minimo 200 000 USD
Importo totale 500 000 000 USD
Cusip L20041AA4
Standard & Poor's ( S&P ) rating BB- ( Non-investment grade speculative )
Moody's rating N/A
Descrizione dettagliata Cosan è una società brasiliana operante nei settori dell'energia, della distribuzione di carburanti e della produzione di zuccheri ed etanolo.

The Obbligazione issued by Cosma ( Brazil ) , in USD, with the ISIN code USL20041AA41, pays a coupon of 5% per year.
The coupons are paid 2 times per year and the Obbligazione maturity is 14/03/2023
The Obbligazione issued by Cosma ( Brazil ) , in USD, with the ISIN code USL20041AA41, was rated BB- ( Non-investment grade speculative ) by Standard & Poor's ( S&P ) credit rating agency.







OFFERING MEMORANDUM
U.S.$500,000,000
Cosan Luxembourg S.A.
(Incorporated under the laws of Luxembourg)
5.00% Senior Notes due 2023
Unconditionally and irrevocably guaranteed by
Cosan S.A. Indústria e Comércio
(Incorporated in the Federative Republic of Brazil)
Cosan Luxembourg S.A., or the issuer, is offering U.S.$500 million aggregate principal amount of notes due 2023, bearing
interest of 5.00% per year. The notes will mature on March 14, 2023. Interest will accrue from March 14, 2013 and will be
payable semi-annually in arrears on March 14 and September 14 of each year, beginning on September 14, 2013.
The issuer may, at its option, redeem the notes, (1) in whole or in part, at any time prior to March 14, 2018 by paying 100%
of the principal amount of the notes plus the applicable make-whole premium, accrued and unpaid interest and additional
amounts, if any; (2) in whole or in part, on and after March 14, 2018 at the redemption prices set forth in this offering
memorandum, plus accrued and unpaid interest and additional amounts, if any; (3) at any time on or prior to March 14, 2016 up to
35% of the principal amount of the outstanding notes with the proceeds from certain eligible equity offerings at the redemption
price set forth in this offering memorandum; and (4) in whole, but not in part, at a price equal to 100% of their principal amount
plus accrued and unpaid interest to the redemption date at any time upon the occurrence of specified events regarding the
Luxembourg and other relevant jurisdictions' tax laws, as set forth in this offering memorandum. See "Description of Notes--
Optional Redemption." If a specified Change of Control event as described herein occurs, each holder of the notes may require
the issuer to repurchase all or a portion of such holder's notes at a price equal to 101% of their principal amount, plus accrued and
unpaid interest to the date of repurchase and additional amounts, if any. See "Description of Notes--Repurchase at the Option of
the Holders of the Notes upon Change of Control."
The notes will be fuly and unconditionally guaranteed on a senior unsecured basis by Cosan S.A. Indústria e Comércio, or the
guarantor.
The notes and the related guarantees (1) will rank equally with all of the existing and future unsecured and unsubordinated
indebtedness of Cosan Luxembourg S.A. and the guarantor, (2) will be effectively junior to all existing and future secured
indebtedness of Cosan Luxembourg S.A. and the guarantor to the extent of the assets securing that indebtedness and (3) will be
effectively junior to all existing and future indebtedness of any other subsidiary of the guarantor.
We have applied to list the notes on the Official List of the Luxembourg Stock Exchange and to trade the notes on the Euro
MTF Market. See "Listing and General Information."
___________________
Investing in the notes involves risks. See "Risk Factors" beginning on page 22 for certain information that you should
consider before investing in the notes.
___________________
Price: 98.839% plus accrued interest, if any, from March 14, 2013.
__________________
The delivery of the notes was made to investors in book-entry form through The Depository Trust Company, or DTC, and its
participants, including Euroclear Bank S.A./N.V., or Euroclear, and Clearstream Banking, société anonyme, Luxembourg, or
Clearstream on March 14, 2013.
This Offering Memorandum constitutes a Prospectus for the purpose of Luxembourg law dated July 10th, 2005 on
Prospectuses for Securities, as amended.
The notes have not been, and will not be, registered under the Securities Act of 1933, as amended, or the Securities Act. The
notes may not be offered or sold within the United States or to U.S. persons, except to qualified institutional buyers in reliance on
the exemption from registration provided by Rule 144A and to certain non-U.S. persons in offshore transactions in reliance on
Regulation S. You are hereby notified that sellers of the notes may be relying on the exemption from the provisions of Section 5
of the Securities Act provided by Rule 144A.
__________________
Joint Bookrunners
Bradesco BBI
BTG Pactual
Itaú BBA
Morgan Stanley
The date of this offering memorandum is June 11, 2013.



TABLE OF CONTENTS


Page
Page

PRESENTATION OF FINANCIAL AND CERTAIN
MANAGEMENT'S DISCUSSION AND ANALYSIS
OTHER INFORMATION................................................iv
OF FINANCIAL CONDITION AND
FORWARD-LOOKING STATEMENTS AND
RESULTS OF OPERATIONS ......................................... 57
PROJECTIONS ........................................................... vii
BUSINESS ................................................................. 99
SUMMARY .................................................................. 1
MANAGEMENT ....................................................... 127
SUMMARY OF THE OFFERING ................................... 13
PRINCIPAL SHAREHOLDERS .................................... 131
SUMMARY FINANCIAL AND OTHER INFORMATION ... 18
RELATED PARTY TRANSACTIONS ........................... 136
RISK FACTORS .......................................................... 22
DESCRIPTION OF NOTES ......................................... 137
USE OF PROCEEDS .................................................... 45
TAXATION .............................................................. 178
THE ISSUER .............................................................. 46
PLAN OF DISTRIBUTION .......................................... 186
EXCHANGE RATES .................................................... 47
TRANSFER RESTRICTIONS....................................... 193
CAPITALIZATION ...................................................... 48
LEGAL MATTERS .................................................... 195
SELECTED FINANCIAL AND OTHER INFORMATION ... 49
LISTING AND GENERAL INFORMATION ................... 196
UNAUDITED PRO FORMA CONDENSED
INDEPENDENT AUDITORS ....................................... 197
CONSOLIDATED FINANCIAL INFORMATION .............. 53
ENFORCEABILITY OF CIVIL LIABILITIES ................. 198
FINANCIAL STATEMENTS........................................ F-1

Unless otherwise indicated or the context otherwise requires, all references in this offering memorandum to (1)
"Cosan," "Cosan S.A.," the "Company," "we," "our," "ours," "us" or similar terms refer to Cosan S.A. Indústria e
Comércio, together with its subsidiaries and jointly controlled entities; (2) "Cosan Luxembourg" or the "issuer"
refer to our wholly-owned finance subsidiary, Cosan Luxembourg S.A., a public limited liability company (société
anonyme) organized under the laws of Luxembourg, having its registered office at 13-15 Avenue de la Liberté, L-
1931 Luxembourg, Grand Duchy of Luxembourg and registered with the Luxembourg Register of Commerce and
Companies under number B 175.646; and (3) "Cosan Limited" refers to our parent company, Cosan Limited, a
holding company organized under the laws of Bermuda, together with its subsidiaries.
The phrase "Brazilian government" refers to the federal government of the Federative Republic of Brazil, and
the term "Central Bank" refers to the Banco Central do Brasil, or the Central Bank of Brazil. The term "Brazil"
refers to the Federative Republic of Brazil.
We, having made all reasonable inquiries, confirm that the information contained in this offering memorandum
with regard to us is true and accurate in all material respects, that the opinions and intentions expressed in this
offering memorandum are honestly held, and that there are no other facts the omission of which would make this
offering memorandum as a whole or any of such information or the expression of any such opinions or intentions
misleading in any material respect. We accept responsibility accordingly.

We have not authorized anyone to provide any information other than that contained in this offering
memorandum prepared by or on behalf of us. We take no responsibility for, and can provide no assurance as
to the reliability of, any other information that others may give you. You should assume that the information
in this offering memorandum is accurate only as of the date on the front cover of this offering memorandum,
regardless of time of delivery of this offering memorandum or any sale of our notes. Our business, financial
condition, results of operations and prospects may change after the date on the front cover of this offering
memorandum. Neither we nor the initial purchasers are making an offer to sell the notes in any jurisdiction
where the offer or sale is not permitted.
________________
We are relying on an exemption from registration under the Securities Act for offers and sales of securities that
do not involve a public offering. The notes offered are subject to restrictions on transferability and resale and may
not be transferred or resold in the United States, except as permitted under the Securities Act and applicable U.S.
i




state securities laws pursuant to registration or exemption from them. By purchasing the notes, you will be deemed
to have made the acknowledgements, representations, warranties and agreements described under the heading
"Transfer Restrictions." You should understand that you may be required to bear the financial risks of your
investment in the notes for an indefinite period of time.
We have applied to admit the notes to listing on the Official List, and to trading on the Euro MTF Market of the
Luxembourg Stock Exchange. The Luxembourg Stock Exchange's Euro MTF Market takes no responsibility for the
contents of this offering memorandum, makes no representations as to its accuracy or completeness and expressly
disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of
the contents of this offering memorandum.
We have prepared this offering memorandum for use solely in connection with the proposed offering of the
notes outside of Brazil.
Notwithstanding anything set forth herein or in any other document related to the notes, you and each of your
employees, representatives or other agents may disclose to any and all persons, without limitation of any kind, the
tax treatment and the tax structure of the transaction described herein and all materials of any kind, including any tax
analyses that we have provided to you relating to such tax treatment and tax structure. However, the foregoing does
not constitute an authorization to disclose the identity of the issuer or the initial purchaser or its affiliates, agents or
advisors or, except to the extent relating to such tax structure or tax treatment, any specific pricing terms or
commercial or financial information.
We have prepared this offering memorandum solely for use in connection with the proposed offering of the
notes, and it may only be used for that purpose. We and the initial purchaser reserve the right to reject any offer to
purchase, in whole or in part, for any reason, or to sell less than all of the notes offered by this offering
memorandum.
We, having made all reasonable inquiries and having taken all reasonable care to ensure that such is the case,
confirm that the information contained in this offering memorandum is true and accurate in all material respects.
The opinions and intentions we express in this offering memorandum are honestly held, and there are no other facts,
the omission of which would make this offering memorandum, as a whole, or any such information contained in this
offering memorandum or the expression of any such opinions or intentions misleading. We accept responsibility
accordingly. This offering memorandum summarizes certain documents and other information and we refer you to
them for a more complete understanding of what we discuss in this offering memorandum. In making an investment
decision, you must rely on your own examination of our company and the terms of this offering and the notes,
including the merits and risks involved.
We are not making any representation to any purchaser of the notes regarding the legality of an investment in
the notes under any investment law or similar laws or regulations. You should not consider any information in this
offering memorandum to be advice whether legal, business, accounting or tax. You should consult your own
attorney or other professional for any legal, business, accounting or tax advice regarding an investment in the notes.
The notes have not been and will not be issued or placed, distributed, offered or traded in the Brazilian capital
markets. The issuance of the notes has not been nor will be registered with the Brazilian Securities Commission
(Comissão de Valores Mobilários), or the CVM. Any public offering or distribution, as defined under Brazilian
laws and regulations, of the notes in Brazil is not legal without prior registration under Law No. 6,385/76, as
amended (Lei do Mercado de Capitais), or the Capital Markets Law, and Instruction No. 400, issued by the CVM on
December 29, 2003, as amended. Documents relating to the offering of the notes, as well as information contained
therein, may not be supplied to the public in Brazil (as the offering of the notes is not a public offering of securities
in Brazil), nor be used in connection with any offer for subscription or sale of the notes to the public in Brazil. The
notes will not be offered or sold in Brazil, except in circumstances which do not constitute a public offering,
placement, distribution or negotiation of securities in the Brazilian capital markets regulated by Brazilian legislation.
Persons wishing to offer or acquire the notes within Brazil should consult with their own counsel as to the
applicability of registration requirements or any exemption therefrom.
Neither the SEC, nor any state securities' commission has approved or disapproved of these securities or
determined whether this offering memorandum is truthful or complete. Any representation to the contrary is a
criminal offense.
ii




You must comply with all applicable laws and regulations in force in any jurisdiction in which you purchase,
offer or sell the notes or possess or distribute this offering memorandum and must obtain any consent, approval or
permission required for your purchase, offer or sale of the notes under the laws and regulations in force in any
jurisdiction to which you are subject or in which you make such purchases, offers or sales. None of us, the initial
purchaser, or its affiliates will have any responsibility therefor.
This offering memorandum has been prepared on the basis that all offers of the notes will be made pursuant to
an exemption under Directive 2003/71/EC (and amendments thereto, including Directive 2010/73/EU, to the extent
implemented in the relevant Member State of the European Economic Area, or the EEA), or together with any
applicable implementing measures in any Member State of the EEA, the Prospectus Directive, from the requirement
to produce a prospectus for offers of the notes. Accordingly, any person making or intending to make any offer
within the EEA of the notes should only do so under circumstances in which no obligation arises for the initial
purchaser or us to produce a prospectus for that offer.
___________________
NOTICE TO NEW HAMPSHIRE RESIDENTS
NEITHER THE FACT THAT A REGISTRATION STATEMENT OR AN
APPLICATION FOR A LICENSE HAS BEEN FILED UNDER RSA 421-B WITH THE
STATE OF NEW HAMPSHIRE NOR THE FACT THAT A SECURITY IS
EFFECTIVELY REGISTERED OR A PERSON IS LICENSED IN THE STATE OF
NEW HAMPSHIRE IMPLIES THAT ANY DOCUMENT FILED UNDER RSA 421-B IS
TRUE, COMPLETE AND NOT MISLEADING. NEITHER ANY SUCH FACT NOR
THE FACT THAT AN EXEMPTION OR EXCEPTION IS AVAILABLE FOR A
SECURITY OR A TRANSACTION MEANS THAT THE SECRETARY OF STATE OF
THE STATE OF NEW HAMPSHIRE HAS PASSED IN ANY WAY UPON THE MERITS
OR QUALIFICATION OF, OR RECOMMENDED OR GIVEN APPROVAL TO, ANY
PERSON, SECURITY, OR TRANSACTION. IT IS UNLAWFUL TO MAKE, OR
CAUSE TO BE MADE, TO ANY PROSPECTIVE PURCHASER, CUSTOMER, OR
CLIENT ANY REPRESENTATION INCONSISTENT WITH THE PROVISIONS OF
THIS PARAGRAPH.
___________________
Additional Information
While any notes remain outstanding, we will make available, upon request, to any holder and any prospective
purchaser of notes the information required pursuant to Rule 144A(d)(4)(i) under the Securities Act, during any
period in which we (1) are not subject to, and in compliance with, Section 13 or 15(d) of the Securities Exchange
Act of 1934, as amended, or the Exchange Act, or (2) become exempt from such reporting requirements pursuant to,
and comply with, Rule 12g3-2(b) of the Exchange Act (as amended from time to time and including any successor
provision).
Application has been made to list the notes on the Official List, and to trading on the Euro MTF Market of the
Luxembourg Stock Exchange. See "Listing and General Information." We will comply with any undertakings that
we give from time to time to the Luxembourg Stock Exchange in connection with the notes, and we will furnish to
the Luxembourg Stock Exchange all such information required in connection with the listing of the notes.
iii




PRESENTATION OF FINANCIAL AND CERTAIN OTHER INFORMATION
All references in this offering memorandum to "real," "reais" or the symbol "R$" are to the legal currency of
Brazil, the Brazilian real. All references to "dollar," "U.S. dollars" or the symbol "U.S.$" are to the legal currency
of the United States, the U.S. dollar.
Solely for your convenience, we have translated certain amounts included in "Summary," "Summary Financial
and Other Information," "Capitalization," "Selected Financial and Other Information" and elsewhere in this offering
memorandum from reais into U.S. dollars using the selling rate as reported by the Central Bank as of December 31,
2012 of R$2.043 to U.S.$1.00. These translations should not be considered representations that any such amounts
have been, could have been or could be converted into U.S. dollars at that or at any other exchange rate as of that or
any other date.
Financial Statements
Our audited consolidated financial statements at March 31, 2012, 2011 and 2010 and for each of the fiscal years
ended March 31, 2012, 2011 and 2010 and our unaudited interim consolidated financial statements at December 31,
2012, and for the nine months ended December 31, 2012 and 2011 included in this offering memorandum are
presented in accordance with International Financial Reporting Standards, or IFRS, as issued by the International
Accounting Standards Board, or IASB.
The CVM mandated that IFRS as issued by the IASB should be used as the basis for consolidated financial
statements of Brazilian public companies from fiscal years ending on December 31, 2010 and onward. We have
presented our consolidated financial statements for the fiscal years ended March 31, 2012, 2011 and 2010, in
accordance with IFRS as issued by the IASB and our transition date was April 1, 2009. Prior to this date, our
consolidated financial statements were prepared in accordance with accounting practices adopted in Brazil, or
Brazilian GAAP, for CVM purposes. Brazilian GAAP is based on the Brazilian Corporate Law No. 6,404 of
December 15, 1976, as amended, and included the provisions of Law No. 11,638 dated December 28, 2007 and Law
No. 11,941, dated May 27, 2009, the accounting standards orientations and interpretations issued by the Accounting
Standards Committee (Comitê de Pronunciamentos Contábeis), or CPC, and approved by the Brazilian Federal
Accounting Council (Conselho Federal de Contabilidade) and by the CVM, and the rules and regulations issued by
the CVM.
On October 24, 2012, we sold our subsidiary Docelar Alimentos e Bebidas S.A., our segment Cosan Alimentos
in the sugar retail business, and we have reported the results from operations from this segment as "discontinued
operations" in our unaudited interim consolidated financial statements for the nine months ended December 31,
2012 and 2011. We have yet to retrospectively recast this discontinued operations presentation in our previously
issued annual audited consolidated financial statements for the fiscal year ended March 31, 2012. However, we will
be retrospectively presenting such segment as discontinued operations when we prepare our annual consolidated
financial statements as of and for the fiscal year ended March 31, 2013. This discontinued operation segment
represented 3.0% of our consolidated net revenue and 5.2% of our consolidated gross profit for the fiscal year ended
March 31, 2012. Accordingly, the accompanying unaudited interim consolidated financial statements and the
annual consolidated financial statements are not presented on a consistent basis in this regard.
On November 5, 2012, we concluded the acquisition of a 60.1% stake in Companhia de Gás de São Paulo ­
Comgás, or Comgás, pursuant to a stock purchase agreement. The unaudited pro forma condensed consolidated
financial information included in this offering memorandum under the heading "Unaudited Pro Forma Condensed
Consolidated Financial Information" reflects the effects of this acquisition on our financial information. The
unaudited pro forma condensed consolidated financial information included in this offering memorandum for the
fiscal year ended March 31, 2012 and for the nine months ended December 31, 2012, gives effect to the acquisition
of Comgás as if it had taken place on April 1, 2011 and April 1, 2012, respectively. The unaudited pro forma
condensed consolidated financial information for the fiscal year ended March 31, 2012 and for the nine months
ended December 31, 2012 are not comparable to our historic financial information for the equivalent periods, as they
give effect to the acquisition of Comgás for periods prior to its actual acquisition. See "Unaudited Pro Forma
Condensed Consolidated Financial Information."
iv




On June 1, 2011, we and Shell Brazil Holdings B.V., or Shell, formed two joint ventures, or the Joint Venture,
for a combined 50/50 investment, under the names Raízen Combustíveis S.A., or Raízen Combustíveis and Raízen
Energia e Participações S.A. (currently Raízen Energia S.A.), or Raízen Energia, collectively referred to as Raízen.
A third entity was established to assist with the management of the Joint Venture. On June 1, 2011, Cosan
contributed its sugar and ethanol and its fuel distribution assets to the Joint Venture while Shell contributed its
distribution assets in Brazil, its interests in second generation ethanol research and development entities (Iogen
Corp. and Codexis, Inc.), its aviation fuel business in Brazil) and the license to use the Shell brand. Shell was also
required to make a fixed cash contribution to the Joint Venture in the amount of R$1.8 billion over a two-year
period, of which the full amount had been contributed to the Joint Venture as of December 31, 2012. The sugar
refining business, including the União retail brand, and lubricants distribution business along with the investment in
Radar Propriedades Agrícolas S.A., or Radar, were not contributed to the Joint Venture. During the fiscal year ended
March 31, 2011, the Joint Venture did not impact our consolidated financial statements except for the incurrence of
certain costs and expenses related to its future formation. The accounting effects arising from the formation of
Raízen Combustíveis and Raízen Energia included the recording of the underlying net assets of the Joint Venture's
net assets at their estimated fair value, and recording a gain on the deconsolidation of the previous subsidiaries.
Accordingly, our consolidated financial position, results of operations and cash flows for periods subsequent to the
Joint Venture's formation are not necessarily comparable to pre-formation amounts. We do not present any pro
forma condensed consolidated financial information in connection with the Joint Venture; however, as from June 1,
2011 the assets and results of the Joint Venture are reflected proportionally in our consolidated financial statements
as described below. See "Risk Factors--We have not included in this offering memorandum, financial information
regarding Shell or the fuel distribution assets of Shell that it contributed to the Joint Venture."
Our management evaluate the results of Raízen Energia and Raízen Combustíveis on the same basis as they are
evaluated by the managers of Raízen, which is on a 100% basis before they are consolidated into our financial
statements. Accordingly, unless the context requires otherwise, operational information pertaining to Raízen
Energia and Raízen Combustíveis included in this offering memorandum pertains to 100% of the operations of the
businesses. However, as from June 1, 2011 financial results of Raízen Energia and Raízen Combustíveis are
proportionally consolidated at 50% in our consolidated financial statements, and the consolidated financial
information presented in this offering memorandum considers 50% of the financial results of the joint venture
companies, which we proportionally consolidate in our consolidated financial statements.
Expected Changes in Accounting Treatment of the Joint Venture Upon Adoption of IFRS 11
IFRS 11, "Joint Arrangements," will become effective for annual periods beginning on or after January 1, 2013
and eliminates the option to account for jointly controlled entities using proportional consolidation. Instead, jointly
controlled entities that meet the definition of a joint venture must be accounted for using the equity method on and
after January 1, 2013. The application of this new standard will impact our consolidated financial statements, due to
the change from proportionate consolidation to the equity accounting method for our investments in Raízen Energia
and Raízen Combustíveis. The adoption of IFRS 11 will affect significantly the presentation of our consolidated
financial statements, on a retrospective or prospective basis, and impact the comparability of our financial
statements for future periods with our historical consolidated financial statements presented herein.
Rounding
We have made rounding adjustments to reach some of the figures included in this offering memorandum. As a
result, numerical figures shown as totals in some tables may not be an arithmetic aggregation of the figures that
preceded them.
Market Data
We obtained market and competitive position data, including market forecasts, used throughout this offering
memorandum from market research, publicly available information and industry publications, as well as internal
surveys. We include data from reports prepared by LMC International Ltd., the Central Bank of Brazil (Banco
Central do Brasil), or the "Central Bank," Sugarcane Agroindustry Association of the state of São Paulo (União da
Agroindústria Canavieira de São Paulo), or UNICA, Brazilian Institute of Geography and Statistics (Instituto
Brasileiro de Geografia e Estatística), or IBGE, the National Traffic Agency (Departamento Nacional de Trânsito),
or DENATRAN, the Brazilian Association of Vehicle Manufactures (Associação Nacional dos Fabricantes de
Veículos Automotores), or ANFAVEA, Datagro Publicações Ltda., F.O. Licht, Czarnikow, Apoio e Vendas Procana
v




Comunicações Ltda., the São Paulo Stock, Commodities and Futures Exchange (BM&FBOVESPA S.A. ­ Bolsa de
Valores, Mercadorias e Futuros), or BM&FBOVESPA, the International Sugar Organization, the Brazilian National
Economic and Social Development Bank (Banco Nacional de Desenvolvimento Econômico e Social), or BNDES,
the New York Board of Trade, or NYBOT, the New York Stock Exchange, the London Stock Exchange, the
National Agency of Petroleum, Natural Gas and Biofuels (ANP - Agência Nacional do Petróleo, Gás Natural e
Biocombustíveis), or ANP, and the National Union of Distributors of Fuels and Lubricants (Sindicato Nacional das
Empresas Distribuidoras de Combustíveis e Lubrificantes), or Sindicom. We believe that all market data in this
offering memorandum is reliable, accurate and complete.
Certain Terms Used in this Offering Memorandum
In this offering memorandum, we present information in gallons and liters. In addition, we also present
information in tonnes. In this offering memorandum, references to "ton" or "tonne" refer to the metric tonne, which
is equal to 1,000 kilograms.
All references in this offering memorandum to "TSR" are to total sugar recovered, which represents the total
amount of sugar content in a given quantity of sugarcane.
Special Note Regarding Non-GAAP Financial Measures
From time to time, we may disclose so-called non-GAAP financial measures, primarily adjusted net debt, which
consists of current and non-current debt, net of cash and cash equivalents, Brazilian Treasury bills, or CTNs, and
derivative assets on debt, and adjusted EBITDA, or as defined by us as our consolidated net sales, minus our
consolidated cost of sales and services, minus our consolidated general and administrative expenses and selling
expenses minus/plus other recurring income (expenses), net (with individual items of U.S.$50 million or less
deemed recurring expenses and individual items in excess of such amount determined by us, in good faith, as
recurring or non-recurring on an item-by-item basis), minus/plus equity income of associates, plus any depreciation
or amortization included in any of the foregoing expenses. We use this definition of adjusted EBITDA to be
consistent with the definition required for the calculation of financial ratios applicable under the notes. The non-
GAAP financial measures described in this offering memorandum are not a substitute for the GAAP measures of
earnings, for which our management has responsibility.
Our management believes that disclosure of adjusted EBITDA provides useful information to potential
investors, financial analysts and the public in their review of our operating performance and their comparison of our
operating performance to the operating performance of other companies in the same industry and other industries.
However, adjusted EBITDA is not a measure under IFRS and should not be considered as a substitute for net
income or loss, cash flow from operations or other measures of operating performance or liquidity determined in
accordance with IFRS. Adjusted EBITDA is not intended to represent funds available for dividends or other
discretionary uses by us because those funds are required for debt service, capital expenditures, working capital and
other commitments and contingencies.

vi




FORWARD-LOOKING STATEMENTS AND PROJECTIONS
This offering memorandum contains estimates and forward-looking statements, principally under "Risk
Factors," "Business" and "Management's Discussion and Analysis of Financial Condition and Results of
Operations." Some of the matters discussed concerning our business and financial performance include estimates
and forward-looking statements.
Our estimates and forward-looking statements are mainly based on our current expectations and estimates on
projections of future events and trends, which affect or may affect our businesses and results of operations. Although
we believe that these estimates and forward-looking statements are based upon reasonable assumptions, they are
subject to several risks and uncertainties and are made in light of information currently available to us. Our estimates
and forward-looking statements may be influenced by the following factors, among others:
· general economic, political, demographic and business conditions in Brazil and in the world and the
cyclicality affecting our selling prices;
· the effects of the global financial and economic crisis in Brazil;
· our ability to implement our expansion strategy in other regions of Brazil and international markets through
organic growth acquisitions or joint ventures;
· competitive developments in the natural gas, ethanol and sugar industries;
· our ability to implement our capital expenditure plan, including our ability to arrange financing when
required and on reasonable terms;
· price of natural gas, ethanol and other fuels, as well as sugar;
· equipment failure and service interruptions;
· our ability to compete and conduct our businesses in the future;
· adverse weather conditions;
· changes in customer demand;
· changes in our businesses;
· our ability to successfully work together with our partners to operate our partnerships such as the Joint
Venture and to integrate Comgás' business into ours;
· contingent liabilities arising from our acquisition of Comgás;
· technological advances in the ethanol sector and advances in the development of alternatives to ethanol;
· government interventions and trade barriers, resulting in changes in the economy, taxes, rates, prices or
regulatory environment including in relation to our regulated businesses such as Comgás;
· inflation, depreciation, valuation and devaluation of the Brazilian real;
· other factors that may affect our financial condition, liquidity and results of our operations; and
· other risk factors discussed under "Risk Factors."
The words "believe," "may," "will," "estimate," "continue," "anticipate," "intend," "expect" and similar words
are intended to identify estimates and forward-looking statements. Estimates and forward-looking statements speak
only as of the date they were made, and we undertake no obligation to update or to review any estimate and/or
forward-looking statement because of new information, future events or other factors. Estimates and forward-
looking statements involve risks and uncertainties and are not guarantees of future performance. Our future results
vii




may differ materially from those expressed in these estimates and forward-looking statements. In light of the risks
and uncertainties described above, the estimates and forward-looking statements discussed in this offering
memorandum might not occur and our future results and our performance may differ materially from those
expressed in these forward-looking statements due to but not limited to, the factors mentioned above. Because of
these uncertainties, you should not make any investment decision based on these estimates and forward-looking
statements.
viii




SUMMARY
This summary highlights selected information about us and the notes that we are offering. It may not contain all
of the information that may be important to you. Before investing in our notes, you should read this entire offering
memorandum carefully for a more complete understanding of our business and this offering, including our financial
statements and the notes to those financial statements and the sections entitled "Risk Factors" and "Management's
Discussion and Analysis of Financial Condition and Results of Operations."
Overview
We are an integrated energy and infrastructure company and, when considered together with the Joint Venture,
a Brazilian market leader in fuel distribution, sugar and ethanol production, natural gas distribution and logistics.
Our main operations include: (1) the distribution of fuels in the Brazilian market through Raízen Combustíveis, our
downstream Joint Venture company; (2) the production and sale of sugar and ethanol and the cogeneration of
electricity from sugarcane bagasse through Raízen Energia, our upstream Joint Venture company; (3) piped natural
gas distribution in the state of São Paulo through our recently acquired subsidiary Comgás; (4) the manufacturing
and distribution of lubricants under the Mobil licensed trademark in Brazil, Bolivia, Uruguay and Paraguay, and in
the European and Asian market under the Comma brand; (5) providing logistics services for the transportation of
sugar, including truck and rail transportation, as well as port loading services through our subsidiary Rumo; and (6)
the purchase, leasing and sale of agricultural land through our subsidiary Radar.
As of December 31, 2012, following the consummation of the Joint Venture with Shell and the acquisition of
Comgás, we operated the following businesses:
(1)
(1)
(1)
(1)
(
( (
1 1
1)
) )
(1) (2)
C o m bustíve is
Ene rg ia
5 0 .0 %
5 0 .0 %
6 0 .1 %
1 0 0 .0 %
7 5 .0 %
3 7 .7 %

(1) Total economic interest.
(2) Indirect controlling interest.
Key Financial Data
Below we present certain of our key financial data for each of the main businesses we operate (including the
businesses forming part of the Joint Venture with Shell), individually and on an unaudited consolidated pro forma
basis, giving effect to the acquisition of Comgás on November 5, 2012, as if such acquisition had taken place on
April 1, 2012, for the nine months ended December 31, 2012. See "Unaudited Pro Forma Condensed Consolidated
Financial Information" elsewhere in this offering memorandum for more information regarding how the pro forma
information below was calculated and other relevant considerations.
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Document Outline