Obligation Raizen Energy Finance S.A. 5.3% ( USL7909CAA55 ) en USD

Raizen Energy Finance S.A.

100 % ▲

Bresil

USL7909CAA55 ( en USD )

5.3% par an ( paiement semestriel )

19/01/2027

Prospectus brochure de l'obligation Raizen Fuels Finance S.A USL7909CAA55 en USD 5.3%, échéance 19/01/2027

200 000 USD

725 000 000 USD

L7909CAA5

BBB- ( Qualité moyenne inférieure )

N/A

20/01/2026 ( Dans 132 jours )

Raizen Fuels Finance S.A. est une société financière basée au Luxembourg, filiale du groupe Raizen, acteur majeur dans la production et la distribution de bioéthanol et de sucre au Brésil et en Argentine.

L'obligation USL7909CAA55 émise par Raizen Fuels Finance S.A. (Brésil) au prix actuel de 100% de sa valeur nominale (USD), offre un taux d'intérêt de 5,3% et arrive à échéance le 19/01/2027, avec des paiements semestriels, pour une émission totale de 725 000 000 USD et un minimum d'achat de 200 000 USD, notée BBB- par Standard & Poors.

U.S.$500,000,000

Raizen Fuels Finance S.A.
(public limited liability company (société anonyme))
(organized and existing under the laws of the Grand Duchy of Luxembourg)
5.300% Notes due 2027
Unconditionally and irrevocably guaranteed by
Raízen Combustíveis S.A. and Raízen Energia S.A.
(Incorporated in the Federative Republic of Brazil)

Raizen Fuels Finance S.A., or the Issuer, a public limited liability company (société anonyme), organized and existing under the laws
of the Grand Duchy of Luxembourg, or Luxembourg, is offering U.S.$500,000,000 aggregate principal amount of 5.300% notes due 2027, or the
notes. Interest on the notes will accrue at a rate of 5.300% per year. The Issuer will pay interest on the notes in arrears on January 20 and July 20
of each year, commencing on July 20, 2017. The notes will mature on January 20, 2027.
The notes will be unsecured and will rank equally with the other unsecured unsubordinated indebtedness that the Issuer may incur.
All of the Issuer's obligations pursuant to the notes and the indenture under which they are issued will be fully and unconditionally guaranteed,
on an unsecured basis, by each of Raízen Combustíveis S.A. and Raízen Energia S.A., or the Guarantors.
The Issuer may, at its option, redeem all of the notes at any time or part of the notes from time to time by paying the greater of (i)
100% of the principal amount of the notes plus accrued interest to the date of redemption and (ii) the applicable "make-whole" amount. In case
of any partial redemption of notes pursuant to this provision, 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). The notes may also be redeemed, in whole but not in part, at 100% of
their principal amount plus accrued interest at any time upon the occurrence of specified events relating to tax law imposed by relevant
jurisdictions, as set forth in this offering memorandum. In addition, upon the occurrence of a Change of Control that results in a Ratings Decline
(each as defined in "Description of the Notes"), the Issuer will be required to offer to purchase the notes at the price as set forth in this offering
memorandum. See "Description of the Notes--Purchase of Notes upon Change of Control Event." The Guarantors' respective guarantees will
rank equally in right of payment with the other unsecured unsubordinated indebtedness and guarantees of the Guarantors and effectively
subordinated to the liabilities of the Guarantors' subsidiaries and jointly controlled companies. The guarantees will be effectively junior to the
secured indebtedness of Guarantors to the extent of such security and to the indebtedness of the Guarantors' non-guarantor subsidiaries and
jointly controlled companies. For a detailed description of the notes, see "Description of the Notes."
There is currently no public market for the notes. Application will be made to list the notes on the Official List of the Luxembourg
Stock Exchange and to admit the notes to trading on the Euro MTF market of the Luxembourg Stock Exchange, or the Euro MTF. There are no
assurances that the notes will be listed on the Official List of the Luxembourg Stock Exchange and admitted to trading on the Euro MTF. The
Euro MTF is not a regulated market within the meaning of the provisions of Directive 2004/39/EC on markets in financial instruments, or the
MiFID. See "Listing and General Information." The notes will not be admitted to trading on the Euro MTF prior to or on the settlement date.

Investing in the notes involves risks. See "Risk Factors" beginning on page 17.

Issue Price: 100.000% plus accrued interest, if any, from January 20, 2017

The notes (and the guarantees) 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 under the Securities Act, or Rule 144A, and to certain non-U.S. persons in
offshore transactions in reliance on Regulation S under the Securities Act, or 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."
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 or about January 20, 2017.
Joint Book-Running Managers

BofA Merrill Lynch
Citigroup
J.P. Morgan
Santander
Bradesco BBI
The date of this offering memorandum is March 9, 2017.

TABLE OF CONTENTS

Page
Page
Presentation of Financial and Certain Other
Business ................................................................... 88
Information ................................................................ v
Management .......................................................... 114
Forward-Looking Statements ................................ viii
Principal Shareholders ........................................... 119
Summary.................................................................... 1
Related Party Transactions .................................... 122
The Offering .............................................................. 8
Description of the Notes ........................................ 124
Summary Combined Consolidated Financial and
Taxation ................................................................. 145
Other Information .................................................... 12
Plan of Distribution ............................................... 153
Risk Factors ............................................................. 17
Transfer Restrictions .............................................. 160
Use of Proceeds ....................................................... 46
Legal Matters ......................................................... 162
The Issuer ................................................................ 47
Independent Auditors ............................................ 163
Exchange Rates ....................................................... 48
Listing and General Information ........................... 164
Capitalization ........................................................... 49
Enforceability of Civil Liabilities .......................... 165
Selected Combined Consolidated Financial and Other
Index to Financial Statements ................................ F-1
Information .............................................................. 50

Management's Discussion and Analysis of Financial
Condition and Results of Operations ....................... 56

Unless otherwise indicated or the context otherwise requires, all references in this offering memorandum to (1)
"Raízen Combustíveis" refers to Raízen Combustíveis S.A., the downstream joint venture company; (2) "Raízen
Energia" refers to Raízen Energia S.A. (formerly Raízen Energia e Participações S.A.), the upstream joint venture
company; (3) "Shell" refers to Shell Brazil Holdings B.V.; (4) "Cosan" refers to Cosan S.A. Indústria e Comércio;
and (5) "Raízen," the "Company," "the Raízen joint venture," "we," "our," "ours," "us" or similar terms refer
collectively to Raízen Energia S.A. and Raízen Combustíveis S.A. collectively, together with their respective
consolidated subsidiaries.
In this offering memorandum, references to the Initial Purchasers are to Citigroup Global Markets Inc., J.P.
Morgan Securities LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Santander Investment Securities Inc.
and Banco Bradesco BBI S.A.
In addition, the term "Brazil" refers to the Federative Republic of Brazil and the phrase "Brazilian government"
refers to the federal government of Brazil. The term "Central Bank" refers to the Central Bank of Brazil (Banco
Central do Brasil). All references to "real," "reais" or "R$" are to the Brazilian real, the official currency of Brazil
and all references to "U.S. dollar," "U.S. dollars" or "U.S.$" are to U.S. dollars, the official currency of the United
States of America. Unless otherwise stated, all numbers included in this offering memorandum are expressed in
reais. This offering memorandum contains translations of various real amounts into U.S. dollars at specified rates
solely for your convenience. You should not construe these translations as representations by us that the real
amounts actually represent these U.S. dollar amounts or could be converted into U.S. dollars at the rates indicated.
Unless otherwise indicated, we have converted the real amounts using the U.S. dollar selling rate reported by the
Central Bank as of September 30, 2016 of R$3.2462 per U.S.$1.00. For more information, see "Exchange Rates."
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, the Issuer and the Initial Purchasers 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, the Issuer and the Initial Purchasers 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 business, financial
condition, results of operations and prospects may change after the date on the front cover of this offering
memorandum. None of us, the Issuer, or the Initial Purchasers is 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 of the Luxembourg Stock Exchange, and
to trading on the Euro MTF 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 and the
Issuer. 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.
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. Except for public offerings with restricted placement efforts, as
regulated by CVM Instruction No. 476, issued by the CVM on January 16, 2009, as amended, any public offering or
distribution, as defined under Brazilian laws and regulations, of securities in Brazil is not legal without prior
registration under Law No. 6,385, of December 7, 1976, 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 distributed 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
offering 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 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.
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. This offering memorandum constitutes a prospectus for purposes of Part IV of the Luxembourg law on
prospectuses for securities dated July 10, 2005, as amended.
iii

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 in compliance 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 of the Luxembourg Stock Exchange, and to admit
the notes to trading on the Euro MTF. 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 Combined
Consolidated Financial and Other Information," "Capitalization," "Selected Combined Consolidated Financial and
Other Information" and elsewhere in this offering memorandum from reais into U.S. dollars using the U.S. dollar
selling rate reported by the Central Bank as of September 30, 2016 of R$3.2462 per 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 and Interim Financial Information
We have included in this offering memorandum (all of which are prepared in accordance with accounting
practices adopted in Brazil, or Brazilian GAAP, as issued by the Brazilian Accounting Standards Committee
(Comitê de Pronunciamentos Contábeis), or the CPC, and the Brazilian Federal Accounting Council (Conselho
Federal de Contabilidade), and International Financial Reporting Standards, or IFRS, as issued by the International
Accounting Standards Board, or the IASB):
·
our unaudited combined consolidated interim financial information as of and for the six-month period
ended September 30, 2016 (with the corresponding figures for the six-month period ended September
30, 2015 and as of March 31, 2016), prepared in accordance with Technical Pronouncement CPC
21(R1) - Interim Financial Reporting and IAS 34 - Interim Financial Reporting issued by the IASB;
·
our audited combined consolidated financial statements as of and for the fiscal year ended March 31,
2016 (with the corresponding figures for the fiscal year ended March 31, 2015), or the March 2016
financial statements; and
·
our audited combined consolidated financial statements as of and for the fiscal year ended March 31,
2015 (with the corresponding figures for the fiscal year ended March 31, 2014), or the March 2015
financial statements.
Technical pronouncement CPC 29 Biological Assets and Agricultural Produce and CPC 27 Property, Plant
and Equipment, equivalent to international standard IAS 41 Agriculture and IAS 16 Property, Plant and
Equipment, respectively, have been amended to require bearer biological assets (in the case of Raízen Energia,
sugarcane roots) to be accounted under the cost model in accordance with CPC 27 and IAS 16 (i.e., cost less
accumulated depreciation and impairment loss, if any). The amendments did not change the accounting for
consumable biological assets (in the case of Raízen Energia, standing cane (sugarcane before being harvested)
which remained within the scope of CPC 29 and IAS 41 (i.e., accounted for at fair value). The amendments apply
for periods beginning on or after January 1, 2016, which is effective for Raízen Energia as from the year beginning
on April 1, 2016.
Our unaudited combined consolidated interim financial information as of and for the six-month period ended
September 30, 2016 give effect to the change in accounting policy introduced by the amendments to the technical
pronouncements. Accordingly, we have adjusted and restated, as required by technical pronouncements CPC 23
Accounting Policies, Changes in Accounting Estimates and Errors and CPC 26 (R1) Presentation of Financial
Statements, the relevant combined consolidated balance sheet information as of March 31, 2016 and the relevant
interim financial information in our combined consolidated statements of income and comprehensive income for the
three- and six-month periods ended September 30, 2015 and statements of changes in equity and cash flows for the
six-month period ended September 30, 2015, presented for comparison purposes.
Neither the March 2016 financial statements nor the March 2015 financial statements have been restated to
retrospectively give effect to the amendments to the CPC 27 and CPC 29. Our audited combined consolidated
financial statements as of and for the year ending March 31, 2017 (with the corresponding figures for the fiscal year
ended March 31, 2016) will reflect these changes in accounting policy.
v

Based on the currently available information, the impacts on: (i) March 2016 financial statements is a
reclassification from non-current assets to current assets ranging from R$700 million to R$1,100 million and on
costs of products sold and services provided will range from an increase of R$200 million to R$310 million; and (ii)
March 2015 financial statements, a reclassification from non-current assets to current assets ranging from R$400
million to R$700 million and on costs of products sold and services provided will range from a decrease of R$400
thousand to R$650 thousand.
See also "Independent Auditors" and "Index to Financial Statements."
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, 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, Bloomberg, the New York Board of
Trade, or NYBOT, the Fundação Getúlio Vargas, or FGV, the Agriculture School of the University of São Paulo
(Escola Superior de Agricultura Luiz de Queiroz), or ESALQ, 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 Counsel of Sugarcane, Sugar and Ethanol
Producers of the State of São Paulo (Conselho dos Produtores de Cana-de-Açúcar, Açúcar e Álcool do Estado de
São Paulo), or CONSECANA, and the National Union of Distributors of Fuels and Lubricants (Sindicato Nacional
das Empresas Distribuidoras de Combustíveis e Lubrificantes), or Sindicom 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) Net Debt, as defined by
us as current and non-current borrowings, net of cash and cash equivalents, marketable securities, derivative assets
or liabilities related to foreign exchange rate risk and interest rate risk and other financial assets (e.g., Brazilian
treasury bonds (Certificado do Tesouro Nacional, or CTN, related to Projetos Externos Securitização Agrícola, or
PESA), (ii) EBITDA, as defined by us as our combined consolidated net income plus combined consolidated
financial results, combined consolidated income and social contributions taxes and combined consolidated
depreciation and amortization included in any of the foregoing expenses and (iii) Net Debt to EBITDA Ratio or Net
Debt/EBITDA, as the case may be, as defined by us as the ratio of: (a) the aggregate amount of Net Debt as of the
end of the period to (b) EBITDA for the relevant period. See "Management's Discussion and Analysis of Financial
Condition and Results of Operations--Financial Presentation and Accounting Policies--Critical Accounting
Policies and Estimates." We use the definition of 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 Net Debt is useful to potential investors as it helps to give them a
clearer understanding of our financial liquidity. Net Debt is also used to calculate certain leverage ratios. Our
management also believe that EBITDA and Net Debt to EBITDA Ratio or Net Debt/EBITDA, as the case may be,
provide 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, Net Debt, EBITDA, Net Debt to EBITDA Ratio or Net
vi

Debt/EBITDA, as the case may be, are not measures under IFRS or Brazilian GAAP 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 or
Brazilian GAAP. 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.

vii

FORWARD-LOOKING STATEMENTS
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 herein concerning our business and financial performance include
estimates and forward-looking statements and, therefore, neither indicate nor are a guarantee future results.
Our estimates and forward-looking statements are mainly based on our current expectations and estimates on
projections of future events and operating and financial trends, which affect or may affect our industry, market
share, reputation, businesses, financial condition, results of operations, margins, and/or cash flow. Although we
believe that these estimates and forward-looking statements are based upon reasonable assumptions, they are subject
to several risks and uncertainties, are made in light of information currently available to us and should not be
considered a guarantee of the results of operations we may achieve.
Many significant factors in addition to those stated in this offering memorandum may adversely affect our
current estimates and forward-looking statements, and whether these estimates or statements may be realized. Our
estimates and forward-looking statements may be influenced by the following factors, among others:
·
our ability to successfully implement structural changes aimed at generating and maximizing profits;
·
economic, political, social and business conditions in Brazil, particularly in the regions of the country in
which we are active, notably with respect to inflation, exchange rate fluctuation of the real, interest rates
fluctuation and the political environment in Brazil following the impeachment of former President Dilma
Rousseff;
·
our ability to successfully compete in all segments and geographical markets where we currently conduct
business or may conduct businesses in the future;
·
our ability to fulfill our financial obligations or obtain refinancing;
·
our ability to sustain and improve our performance;
·
the impact of legislation and new regulations on our business;
·
government intervention resulting in changes in the economy, taxes and tariffs affecting the markets in
which we operate;
·
recruitment, remuneration and retention of our "key employees";
·
events and risk perception in relation to corruption allegations involving Petróleo Brasileiro S.A.
Petrobras (Brazil's state-owned oil company, one of the country's largest companies), or Petrobras, and the
impacts of such investigation on the Brazilian economy and political outlook as a whole;
·
the impact of the economic recession affecting Brazil and the possible fiscal adjustment process which may
adversely affect the growth of demand in the Brazilian economy as a whole;
·
our ability to obtain labor and supply services at reasonable prices without interruption;
·
our capitalization and indebtedness level;
·
unavailability of adequate financing to face our needs or inability to make the volume of investment as set
out in our business plan within the expected time frame;
·
our ability to identify, develop, plan and implement new projects;
viii

·
delays, excess or cost increases not foreseen in the implementation of our projects and other issues related
to construction and development;
·
factors or trends that may affect our business, market share, financial condition, liquidity and results of our
operations;
·
our capitalization and indebtedness level and our ability to arrange financing and to implement our capital
expansion plan; 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
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.

ix

Document Outline

F-Pages (Without Lux Financial Statements).pdf
- #1">#89373581v1 - (F-Pages for Raizen OM for Lux Listing (without Lux FS)).PDF
  - #1">Additional Information
  - #1">Rounding
  - #1">Market Data
  - #1">Special Note Regarding Non-GAAP Financial Measures
  - #1">Risks Related to Our Business and Industries in which We Operate
  - #1">Our inability to post judicial collateral or provide guarantees in pending legal or administrative proceedings could have a material adverse effect on our business, financial condition and results of operations.
  - #1">Technological advances could affect demand for our products or require substantial capital expenditures for us to remain competitive.
  - #1">Failure to comply with the licenses and permits required for our business may have a material adverse effect on us.
  - #1">We may not be able to obtain or renew all licenses and permits required for our business.
  - #1">We may be unable to implement our growth strategy successfully.
  - #1">Any failure relating to our strategic partnerships may result in additional financial or performance obligations by us, which would reduce our profitability.
  - #1">The interests of our controlling shareholders may conflict with the interests of our noteholders.
  - #1">We may be adversely affected if the outsourcing the mechanized sugarcane cutting becomes prohibited.
  - #1">Any mismatches between the cash outflows for the payment of litigation costs and the time of receipt of the related reimbursement by our shareholders may lead to pressures on Raízen Energia and Raízen Combustíveis cash flows.
  - #1">We may not achieve our expected results, projections, or fully implement our business strategy.
  - #1">We are subject to risks arising from legal proceedings based on claims related to alleged breaches of the intellectual property rights of third parties.
  - #1">There may be conflicts of interest between us and the other shareholders or quotaholders of the businesses in which we have non-controlling interests.
  - #1">Contamination of our products and other related risks could adversely affect our reputation, leading to judicial and administrative proceedings and/or resulting in the closure of our production facilities.
  - #1">We are subject to developments affecting the Brazilian agribusiness sector as a whole.
  - #1">We depend on our information technology systems, and any failure of these systems could adversely affect our business.
  - #1">Our performance depends on favorable labor relations with our employees and our compliance with labor laws. Any deterioration of those relations or increase in labor costs could adversely affect our business.
  - #1">Our governance and compliance processes may fail to prevent regulatory penalties and reputational harm.
  - #1">Risks Relating to Brazil
  - #1">Risks related to Brazilian economic and political conditions may negatively affect our business.
  - #1">Ongoing investigations relating to corruption and diversion of public funds that are being conducted by the Brazilian federal police may adversely affect the growth of the Brazilian economy and could have a material adverse effect on our business.
  - #1">Events in other countries may have a negative impact on the Brazilian economy.
  - #1">A reduction in the volume of foreign investments in Brazil may have a negative impact on us.
  - #1">Future governmental policy and regulations may adversely affect our operations and profitability.
  - #1">Operating Results
  - #1">Cash Flows
  - #1">Overview
  - #1">Material Financing Agreements
  - #1">Civil claims
  - #1">Environmental claims
  - #1">Labor claims
  - #1">Tax
  - #1">Judicial Deposits
  - #1">Executive Officers
  - #1">Family Relationships
  - #1">Compensation
  - #1">Agreements between Cosan and Shell
  - #1">Reports
  - #1">Additional Information
  - #1">Substitution of the Issuer of the Notes
  - #1">Events of Default
  - #1">Consequences of an Event of Default
  - #1">Amendments and Waivers
  - #1">No personal liability of directors, officers, employees and shareholders
  - #1">Currency indemnity
  - #1">Defeasance and Discharge
  - #1">Certain Definitions
  - #1">Grand Duchy of Luxembourg
  - #1">TRUSTEE, TRANSFER AGENT, REGISTRAR AND PRINCIPAL PAYING AGENT
  - #1">#89210931v1 - (f-pages for OM).PDF
    - #344">Parecer - Combinado - Ingles.pdf