Obligation Cosma 7% ( USL20041AD89 ) en USD

Société émettrice Cosma
Prix sur le marché refresh price now   100.899 %  ▲ 
Pays  Bresil
Code ISIN  USL20041AD89 ( en USD )
Coupon 7% par an ( paiement semestriel )
Echéance 20/01/2027



Prospectus brochure de l'obligation Cosan USL20041AD89 en USD 7%, échéance 20/01/2027


Montant Minimal 200 000 USD
Montant de l'émission 650 000 000 USD
Cusip L20041AD8
Notation Standard & Poor's ( S&P ) BB ( Spéculatif )
Notation Moody's N/A
Prochain Coupon 20/01/2026 ( Dans 77 jours )
Description détaillée Cosan est une société brésilienne d'énergie et de logistique intégrée, opérant dans la production et la distribution de biocarburants, le raffinage du pétrole, la distribution de carburants et la logistique.

L'Obligation émise par Cosma ( Bresil ) , en USD, avec le code ISIN USL20041AD89, paye un coupon de 7% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 20/01/2027
L'Obligation émise par Cosma ( Bresil ) , en USD, avec le code ISIN USL20041AD89, a été notée BB ( Spéculatif ) par l'agence de notation Standard & Poor's ( S&P ).







U.S.$650,000,000
Cosan Luxembourg S.A.
(public limited liability company (société anonyme))
Registered office at 6 rue Eugène Ruppert, L-2453 Luxembourg
RCS number B 175.646
(Incorporated under the laws of Luxembourg)
7.000% Senior Notes due 2027
Unconditionally and irrevocably guaranteed by
Cosan S.A. Indústria e Comércio
(Incorporated in the Federative Republic of Brazil on July 8, 1966
NIRE number 35300177045)
Cosan Luxembourg S.A., a public limited liability company (société anonyme) organized under the laws of Luxembourg, having its registered office at 6 rue Eugène
Ruppert, L-2453 Luxembourg, Grand-Duché de Luxembourg (Luxembourg), registered with the Luxembourg Register of Commerce and Companies (the RCS) under number B
175.646, or the Issuer, is offering U.S.$650,000,000 aggregate principal amount of 7.000% Senior Notes due 2027, or the notes. Interest on the notes will accrue at a rate of
7.000% per year. The Issuer will pay interest on the notes in arrears on January 20 and July 20 of each year, commencing on January 20, 2017.
U.S.$500 million in aggregate principal amount of 7.000% Senior Notes due 2027 were issued on June 20, 2016, or the Existing Notes. An additional U.S.$150
million in aggregate principal amount of 7.000% Senior Notes due 2027 were issued on July 18, 2016, or the New Notes and, together with the Existing Notes, the notes. The notes
were issued under the Indenture dated as of June 20, 2016, or the Indenture, among us, Cosan S.A. Indústria e Comércio, Deutsche Bank Trust Company Americas, as trustee,
registrar and paying agent and transfer agent, and Deutsche Bank Luxembourg S.A., as Luxembourg paying agent and transfer agent. The New Notes were issued as additional
notes under the Indenture, and have identical terms as the Existing Notes, other than issue price and issue date, and are treated as a single series as, and vote together as a single
class with, the Existing Notes for all purposes under the Indenture.
As of August 29, 2016, the New Notes offered and sold in compliance with Regulation S have the same CUSIP, ISIN and Common Code numbers as, and are
fungible with, the Existing Notes.
The notes will be unsecured and will rank equally with the other unsecured unsubordinated indebtedness that the Issuer may incur. As set forth in "Description of
Notes," Cosan (within 36 months from the issue date of the notes) may effect in its discretion the Comgás Spin-Off with Substitution (as defined in "Description of Notes"), in
connection with which (1) Cosan may transfer all or a portion of Cosan's equity interest in Companhia de Gás de São Paulo ­ Comgás ("Comgás") to Cosan's shareholders
directly or through Comgás Holding (a yet to be incorporated company that will hold at least a majority of the equity interests of Comgás), (2) Cosan will be released from its
obligations as guarantor under the notes and be substituted by either Comgás or Comgás Holding, as determined by Cosan in its discretion, and (3) the Issuer will be released from
its obligations under the notes and be substituted by a yet to be incorporated subsidiary of either Comgás or Comgás Holding, as applicable. Upon consummation of the Comgás
Spin-Off with Substitution, noteholders would have recourse solely to the assets of Comgás Holding (consisting of equity interests of Comgás) or Comgás, as applicable, and the
substituted issuer. Alternatively, Cosan may, at any time, effect in its discretion the Comgás Spin-Off without Substitution (as defined in "Description of Notes"), in connection
with which Cosan may spin-off all of Cosan's equity interests in Comgás to Cosan's shareholders, in which case Cosan and the Issuer will remain as Guarantor and Issuer,
respectively, of the notes, and in such case, noteholders would no longer have recourse to Cosan's equity interests in Comgás and any related distributions or assets. In any case,
the spin-off of Comgás may be effected only to the extent that Cosan's consolidated leverage ratio is less than 3.5 to 1.0 immediately after giving effect to the Comgás Spin-Off
with Substitution or the Comgás Spin-Off without Substitution.
Prior to January 20, 2022, the Issuer may, at its option, redeem all of the notes at any time or part of the notes from time to time at a make-whole price, as described in
this offering memorandum. On or after January 20, 2022, the Issuer may redeem the notes, in whole or in part, at the redemption prices set forth in this offering memorandum. In
case of any partial redemption of notes pursuant to the Indenture, at least U.S.$100 million in aggregate principal amount of the notes shall remain outstanding (not including any
notes held by the Issuer or its affiliates). At any time prior to January 20, 2020, the Issuer or the Guarantor may, on any one or more occasions, redeem up to 35% of the aggregate
principal amount of notes issued under the Indenture at a redemption price of 107.000% of the principal amount, plus accrued and unpaid interest to the redemption date, using
cash in an amount up to the amount of the net cash proceeds of a sale of Equity Interests (other than Disqualified Stock) of the Issuer or the Guarantor or any Subsidiary thereof, as
described in this offering memorandum.
Cosan's (or, if applicable, either Comgás Holding's or Comgás's) guarantee will rank equally in right of payment with the other unsecured unsubordinated
indebtedness and guarantees of Cosan (or, if applicable, Comgás Holding) and effectively subordinated to the liabilities of Cosan's (or, if applicable, either Comgás Holding's or
Comgás's) subsidiaries and jointly controlled companies. The guarantee will be effectively junior to the secured indebtedness of Cosan (or, if applicable, either Comgás Holding
or Comgás) to the extent of such security and to the indebtedness of Cosan's (or, if applicable, either Comgás Holding's or Comgás's) non-guarantor subsidiaries and jointly
controlled companies. For a detailed description of the notes, see "Description of Notes" beginning on page 178.
There is currently no trading market for the notes. We have applied to list the notes on the Official List of the Luxembourg Stock Exchange in its capacity as market
operator of the Euro MTF Market under the Luxembourg act relating to Offering Circulars for securities (loi relative aux Offering Circular pour valeurs mobilières and to trade
them on the Euro MTF Market of that exchange. The Euro MTF Market is not a regulated market for the purposes of the Markets in Financial Instruments Directive (Directive
2004/39/EC). See "Listing and General Information." The notes will not be admitted to trading on the Euro MTF Market prior to or on the settlement date. This offering
memorandum constitutes a prospectus for the purpose of the Luxembourg law dated July 10, 2005 on prospectuses for securities, as amended (the "Prospectus Law").
Investing in the notes involves risks. See "Risk Factors" beginning on page 31.
Issue Price of the Existing Notes: 98.163% plus accrued interest from June 20, 2016.
Issue Price of the New Notes: 99.067% plus accrued interest from June 20, 2016.
The notes (and the guarantee) have not been, and will not be, registered under the U.S. 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. For more information about restrictions on transfer of the notes, see "Transfer Restrictions" beginning on page 241.
The notes were delivered to purchasers 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, or Clearstream, on (i) June 20, 2016 in the case of the Existing Notes, and (ii) July 18, 2016 in the case of the New Notes.
The date of this offering memorandum is February 17, 2017.


TABLE OF CONTENTS
Page
Page
Presentation of Financial and Certain Other
Business................................................................. 122
Information ................................................................ v
Management ..........................................................169
Forward-Looking Statements ................................ viii
Principal Shareholders...........................................176
Summary.................................................................... 1
Related Party Transactions ....................................180
Risk Factors .............................................................31
Description of Notes..............................................181
Use of Proceeds .......................................................63
Taxation................................................................. 227
The Issuer ................................................................64
Plan of Distribution ...............................................237
Exchange Rates .......................................................66
Transfer Restrictions..............................................244
Capitalization...........................................................68
Legal Matters.........................................................246
Selected Financial and Other Information ...............70
Independent Auditors ............................................247
Management's Discussion and Analysis of
Listing and General Information............................248
Financial Condition and Results of Operations of
Enforceability of Civil Liabilities..........................249
Cosan .......................................................................80
Index to Financial Statements................................ F-1
Management's Discussion and Analysis of
Financial Condition and Results of Operations of
Comgás ..................................................................108
Unless otherwise indicated or the context otherwise requires, all references in this offering memorandum to (1)
"Cosan," the "Company," "we," "our," "ours," "us" or similar terms refer to Cosan S.A. Indústria e Comércio
together with its subsidiaries. In addition, references to the terms "we," "our" and other words of similar import with
respect to the operations, assets or liabilities of the Joint Venture, our other joint ventures and non-controlled entities
are to our proportional interest in such operations, assets or liabilities; (2) "Cosan Luxembourg" or the "Issuer"
refers to Cosan's wholly-owned finance subsidiary, Cosan Luxembourg S.A., a public limited liability company
(société anonyme) organized under the laws of Luxembourg; (3) "Comgás" refers to Companhia de Gás de São
Paulo ­ Comgás, a company organized under the laws of Brazil; (4) "Comgás Holding" refers to a holding company
expected to be organized under the laws of Brazil that is expected to hold at least a majority of Cosan's equity
interest in Comgás if and to the extent the Comgás Spin-Off with Substitution (as defined in "Description of Notes")
is completed; (5) "Cosan Limited" refers to Cosan's parent company, Cosan Limited, a public holding company
organized under the laws of Bermuda, together with its subsidiaries; (6) "Raízen Combustíveis" refers to Raízen
Combustíveis S.A., Cosan's downstream joint venture company formed with Shell Brazil Holdings B.V., or Shell;
(7) "Raízen Energia" refers to Raízen Energia e Participações S.A. (currently Raízen Energia S.A.), Cosan's
upstream joint venture company with Shell; (8) "Joint Venture" refers collectively to Raízen Combustíveis and
Raízen Energia; (9) "Cosan Lubrificantes" refers to Cosan's wholly-owned subsidiary, Cosan Lubrificantes e
Especialidades S.A. and (10) "Radar" refers to Cosan's subsidiary Radar Propriedades Agrícolas S.A.
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 and the Issuer, having made all reasonable inquiries, confirm that the information contained in this offering
memorandum with regard to them and 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 and the Issuer accept responsibility accordingly.
i


We and the Issuer have not authorized anyone to provide any information other than that contained in
this offering memorandum prepared by us and the Issuer or on our and the Issuer's behalf. We and the
Issuer 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 the notes. Our and Comgás's business, financial condition, results of
operations and prospects may change after the date on the front cover of this offering memorandum. Neither
we, the Issuer, nor the initial purchasers are making an offer to sell the notes in any jurisdiction where the
offer or sale is not permitted.
________________
The Issuer is relying on exemptions 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. 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.
The Issuer will apply 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 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 and the Issuer have prepared this offering memorandum for use solely in connection with the proposed
offering of the notes outside of Brazil.
Neither this offering memorandum nor any other information supplied in connection with the notes should be
considered as a recommendation by us, the Issuer or any of the initial purchasers that any recipient of this offering
memorandum or any other information supplied in connection with the notes should subscribe for or purchase any
notes. Each investor contemplating subscribing for or purchasing any notes should make its own independent
investigation of the financial condition and affairs, and its own appraisal of the creditworthiness, of us, the Issuer
and Comgás. This offering memorandum does not constitute an offer of, or an invitation by or on behalf of us, the
Issuer, any initial purchaser or the Trustee (as defined herein) to subscribe or purchase, any of the notes in any
jurisdiction where such offer is not permitted. The distribution of this offering memorandum and the offering of the
Notes in certain jurisdictions may be restricted by law. Persons into whose possession this offering memorandum
comes are required by us, the Issuer, each of the initial purchasers and the Trustee to inform themselves about and to
observe any such restrictions. None of us, the Issuer, nor any initial purchaser represents that this offering
memorandum may be lawfully distributed, or that any notes may be lawfully offered, in compliance with any
applicable registration or other requirements in any such jurisdiction, or pursuant to an exemption available
thereunder, or assumes any responsibility for facilitating any such distribution or offering. In particular, no action
has been taken by us, the Issuer or any initial purchaser that is intended to permit a public offering of any notes or
distribution of this offering memorandum in any jurisdiction where action for that purpose is required. Accordingly,
no notes may be offered or sold, directly or indirectly, and neither this offering memorandum nor any advertisement
or other offering material may be distributed or published in any jurisdiction, except under circumstances that will
result in compliance with any applicable laws and regulations.
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.
ii


We and the Issuer 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. The Issuer and the initial purchasers 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.
This offering memorandum summarizes certain documents and other information and we and the Issuer refer
you to them for a more complete understanding of what we and the Issuer 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.
Except for us and the Issuer, no other party has independently verified the information contained herein.
Accordingly, neither the Trustee nor the initial purchasers accepts any liability in relation to the information
contained in this offering memorandum or any other information provided by us or the Issuer in connection with the
Notes. In addition, no representation, warranty or undertaking, express or implied, is made by any initial purchaser
or the Trustee as to the accuracy or completeness of the information contained or incorporated in this offering
memorandum or any other information provided by us or the Issuer in connection with the notes, and nothing
contained herein is or shall be relied upon as a promise or representation by any initial purchaser or the Trustee,
whether as to the past or to the future.
We, the Issuer and the initial purchasers 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 Mobiliários), 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.
Notice to Luxembourg Investors. The terms and conditions relating to this offering memorandum have not been
approved by and will not be submitted for approval to the Luxembourg Financial Services Authority (Commission
de Surveillance du Secteur Financier) for purposes of public offering or sale in Luxembourg. Accordingly, the
Notes may not be offered or sold to the public in Luxembourg, directly or indirectly, and neither this offering
memorandum, the Indenture nor any other circular, prospectus, form of application, advertisement or other material
related to such offer may be distributed, or otherwise be made available in or from, or published in, Luxembourg
except if a prospectus has been duly approved by the Luxembourg Financial Services Authority (Commission de
Surveillance du Secteur Financier) in accordance with the Prospectus Law or the offer benefits from an exemption
to or constitutes a transaction otherwise not subject to the requirement to publish a prospectus for the purpose of the
Prospectus Law.
Neither the U.S. Securities and Exchange Commission, or 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.
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 Issuer,
the initial purchasers, or its affiliates will have any responsibility therefor.
iii


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 (as amended), 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 purchasers or us to produce a prospectus for
that offer.
Additional Information
While any notes remain outstanding, the Issuer 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 the Issuer (1) is 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) becomes 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 will be 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." The Issuer will comply with any
undertakings that it gives 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.
iv


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 March 31,
2016 of R$3.5589 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
As at the issue date of the notes, the guarantor of the notes is Cosan. On July 31, 2013, we changed the end of
our fiscal year from March 31 to December 31. This change was driven by the evolution in our investment portfolio,
in which our businesses that do not use the harvest year as their year-end (March 31) have become more significant.
On October 1, 2014, we spun-off all of our equity interest in our logistics businesses, comprising Rumo
Logística Operadora Multimodal S.A., or Rumo, to our shareholders to permit a segregation of our logistics
operations, which are now held under our parent Cosan Limited as Cosan Logística S.A., or Cosan Logística. This
spin-off of the logistics portion of the business is referred to herein as the "Logistics Spin-Off."
Accordingly, we have included in this offering memorandum (1) our unaudited interim financial statements as
of and for the three-month period ended March 31, 2016 (with the comparative period ended March 31, 2015) (2)
our audited financial statements as of and for the fiscal year ended December 31, 2015 (with the comparative period
ended December 31, 2014) and (3) our audited financial statements as of and for the fiscal year ended December 31,
2014 (with the comparative period of the nine months ended December 31, 2013, restated for the 2014 discontinued
operation resulting from the Logistics Spin-Off), all of which are prepared in accordance with accounting practices
adopted in Brazil and International Financial Reporting Standards, or IFRS, as issued by the International
Accounting Standards Board, or IASB.
So as to allow for comparability, we have included our unaudited combined condensed income statement for the
twelve-month period ended December 31, 2013 to provide a meaningful comparison with our income statement for
the fiscal year ended December 31, 2014. Our unaudited combined condensed income statement for the twelve-
month period ended December 31, 2013 was prepared by combining our audited income statement for the nine-
month period ended December 31, 2013 (as restated, in our audited financial statements as of and for the fiscal year
ended December 31, 2014, for the 2014 discontinued operation resulting from the Logistics Spin-Off) with our
unaudited income statement for the three-month period ended March 31, 2013 (adjusted for the 2014 discontinued
operation resulting from the Logistics Spin-Off by deducting the income statement line items derived from Rumo's
historical reviewed financial statements for the three-month period ended March 31, 2013). A table setting forth the
adjustments resulting from such discontinued operation due to the Logistics Spin-Off on the condensed financial
information is set forth under "Management's Discussion and Analysis of Financial Condition and Results of
Operations of Cosan--Financial Presentation and Accounting Policies--Presentation of Financial Statements"
below. Neither (i) the period covered by the unaudited consolidated income statement for the three-month period
ended March 31, 2013 nor (ii) the period covered by the unaudited combined condensed income statement for the
twelve-month period ended December 31, 2013 is a statutory reporting period.
Our management evaluates the results of Raízen Combustíveis and Raízen Energia on the same basis as they are
evaluated by their own management, on a 100% basis. Therefore, the information of Raízen Combustíveis and
Raízen Energia included in this offering memorandum was prepared based on segment information and is also
reflected on that basis. For Cosan's consolidated financial information, since April 1, 2013, upon the adoption of
IFRS 11, Raízen Energia and Combustíveis' results are reported in the "Equity in earnings of jointly controlled
entity" line, considering the proportionate interest (50%) in the result.
v


We may enter into a transaction, or the "Comgás Spin-Off with Substitution," pursuant to which we may elect
to transfer all of our equity interest in Comgás to (1) the shareholders of Cosan or (2) Comgás Holding, a holding
company holding at least a majority of the equity interest in Comgás, and spin-off the entire capital stock of Comgás
Holding to the shareholders of Cosan. At or prior to the Comgás Spin-Off with Substitution Consummation Date (as
defined in the "Description of Notes"), should the transfer to Comgás Holding occur, Comgás Holding will become
the holding company of Comgás; the financial statements of Comgás Holding and Comgás are expected to be
substantially the same. If and when the Comgás Spin-Off with Substitution Consummation Date occurs (within 36
months from the issue date of the notes) and if so elected by Cosan to pursue the Comgás Spin-Off with
Substitution, subject to the satisfaction of certain conditions, Cosan would be released from its obligations as
guarantor, and either Comgás Holding or Comgás would fully and unconditionally assume the guarantee. However,
Cosan at any time may elect to effect the Comgás Spin-Off without Substitution, in which case Cosan Luxembourg
will remain the Issuer and Cosan will remain the guarantor. The financial statements of Comgás presented in this
offering memorandum are those of Comgás and not Comgás Holding.
The unaudited interim financial statements of Comgás as of and for the three-month period ended March 31,
2016 (with the comparative period ended March 31, 2015) and the audited financial statements of Comgás as of and
for the years ended December 31, 2015 and 2014 included in this offering memorandum are prepared in accordance
with generally accepted accounting practices adopted in Brazil and in accordance with IFRS as issued by the IASB.
We have also included in this offering memorandum the unaudited financial statements of the Issuer for the
fiscal years ended December 31, 2015 and 2014.
Rounding
We and Comgás 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 and Comgás include data from reports prepared by LMC International Ltd., the Central Bank, the
Brazilian Institute of Geography and Statistics (Instituto Brasileiro de Geografia e Estatística), or IBGE, 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 Fundação Getúlio Vargas, or FGV, the New York Stock Exchange, or the NYSE, the London
Stock Exchange, the National Agency of Petroleum, Natural Gas and Biofuels (Agência Nacional do Petróleo, Gás
Natural e Biocombustíveis), or ANP, the Sugarcane Agroindustry Association of the state of São Paulo (União da
Agroindústria Canavieira de São Paulo), or UNICA, the National Union of Distributors of Fuels and Lubricants
(Sindicato Nacional das Empresas Distribuidoras de Combustíveis e Lubrificantes), or Sindicom, the Sanitation and
Energy Regulatory Agency for the state of São Paulo (Agência Reguladora de Energia de São Paulo) or ARSESP,
the Brazilian Gas Distributors Association (Associação Brasileira das Empresas Distribuidoras de Gás) or
ABEGÁS, and the Agriculture School of the University of São Paulo (Escola Superior de Agricultura Luiz de
Queiroz) or ESALQ, and the National Electric Energy Agency (Agência Nacional de Energia Elétrica) or ANEEL.
We believe that all market data in this offering memorandum is reliable, accurate and complete.
Special Note Regarding Non-GAAP Financial Measures
This offering memorandum discloses the following non-GAAP financial measures: (i) Adjusted Net Debt, as
defined by us as current and non-current debt, net of cash and cash equivalents, marketable securities (for Cosan)
and derivative assets on debt, (ii) Adjusted EBITDA, as defined by us as our net sales, minus our cost of sales, minus
our general and administrative expenses and selling expenses minus/plus other recurring income (expenses), net,
minus/plus equity income of associates, plus any depreciation or amortization included in any of the foregoing
expenses, (iii) Adjusted EBITDA Margin, as defined by us as Adjusted EBITDA divided by net sales, expressed as a
percentage, (iv) Adjusted Net Debt to Adjusted EBITDA Ratio or Adjusted Net Debt/Adjusted EBITDA, as the case
may be, as defined by us as the ratio of: (a) the aggregate amount of Adjusted Net Debt at that time to (b) Adjusted
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EBITDA for the relevant twelve-month period, and (v) normalized net income, which accounts for the difference
between the amount we pay for natural gas and the amount we are allowed to charge consumers, presenting our net
income net of any rebates that we are required to pass on to our customers. See "Management's Discussion and
Analysis of Financial Condition and Results of Operations of Cosan--Financial Presentation and Accounting
Policies--Critical Accounting Policies and Estimates" and "Management's Discussion and Analysis of Financial
Condition and Results of Operations of Comgás--Financial Presentation and Accounting Policies--Critical
Accounting Policies and Estimates." We use the 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 and Comgás's management believe that disclosure of Adjusted Net Debt is useful for potential investors as
it helps to give them a clearer understanding of our and Comgás's credit. Adjusted Net Debt is also used to
calculate certain leverage ratios. Our and Comgás's management also believe that Adjusted EBITDA, the Adjusted
EBITDA Margin and Adjusted Net Debt to Adjusted EBITDA Ratio or Adjusted Net Debt/Adjusted EBITDA, as
the case may be, provide useful information to potential investors, financial analysts and the public in their review of
our and Comgás's operating performance and their comparison of our and Comgás's operating performance to the
operating performance of other companies in the same industry and other industries. Comgás's management
believes that the disclosure of normalized net income is useful for potential investors as it takes into account the
difference between the amount Comgás pays for natural gas and the amount Comgás is allowed to charge
consumers. However, Adjusted Net Debt, Adjusted EBITDA, Adjusted Net Debt to Adjusted EBITDA Ratio or
Adjusted Net Debt/Adjusted EBITDA, as the case may be, and normalized net income are not measures 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, or net debt or other measures of indebtedness, in each case, determined in
accordance with IFRS. Adjusted EBITDA and normalized net income are not intended to represent funds available
for dividends or other discretionary uses by us or Comgás because those funds are required for debt service, capital
expenditures, working capital and other commitments and contingencies.
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FORWARD-LOOKING STATEMENTS
This offering memorandum contains estimates and forward-looking statements, principally under "Risk
Factors," "Business," "Management's Discussion and Analysis of Financial Condition and Results of Operations of
Cosan" and "Management's Discussion and Analysis of Financial Condition and Results of Operations of Comgás."
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, primarily in the state of São
Paulo, and the cyclicality affecting our selling prices;
the effects of global financial and economic crises in Brazil;
competitive developments in the segments in which we operate;
our ability to implement our expansion strategies in other regions of Brazil and international markets
through organic growth, acquisitions or joint ventures;
our ability to implement our capital expenditure plans, including our and Comgás's ability to arrange
financing when required and on reasonable terms;
our ability to successfully complete the Comgás Spin-Off without Substitution, the Cosan Lubrificantes
Spin-Off, the Radar Spin-Off or the Comgás Spin-Off with Substitution and whether the related Comgás
Spin-Off with Substitution Consummation Date (in the case of the Comgás Spin-Off with Substitution)
occurs within 36 months of the issue date of the notes;
volatility in the 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;
our ability to successfully work together with partners to operate partnerships (such as the Joint Venture)
changes in our businesses;
technological advances in the natural gas sector, including developments of natural gas for use in other
applications, and advances in the development of alternatives to natural gas;
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;
inflation, changes in interest rates and appreciation and depreciation 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."
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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
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.
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