By Brazil Stock Guide – With the capitalization of Cosan S.A. (B3: CSAN3; NYSE: CSAN), bringing in BTG Pactual Holding and Perfin Infra as new strategic investors, the group founded by Rubens Ometto, 75, is preparing for its future succession. Ometto will retain control through Aguassanta, his family office, with 50.01% of the shares tied to the shareholders’ agreement, and will remain as chairman for three consecutive terms, or six years. He may step down earlier by appointing a successor.
“Addressing succession in time was urgent. In practice, Rubens himself needs to build a model of continuity and sustainability for shareholders. An orphaned succession is not an option: the four-year lock-up, the 20-year shareholders’ agreement, and the six-year secured chairmanship lay the foundation for a structured transition,” said Marcelo Martins, Cosan’s CEO.
The capital increase foresees the issuance of up to R$10 billion ($2 billion) in shares, in two stages. The first tranche, already anchored by the consortium, will raise R$7.25 billion ($1.45 billion) at R$5.00 per share — more than 30% below market price. The second, scheduled for November, could add up to R$2.75 billion ($550 million) with the participation of minority shareholders. Those who do not follow on will see their stakes diluted.
Organized succession
Ometto’s succession was addressed as a priority. The new 20-year shareholders’ agreement gives him time to organize a transition without disruptions. The entry of BTG Pactual and Perfin Infra reinforces this agenda. Both committed to a four-year lock-up on part of their subscribed shares, creating stability in the short term and reducing the risk of disputes while Cosan prepares for a leadership transition.
Governance and portfolio
To consolidate succession, Cosan will also strengthen governance. Aguassanta will appoint five board members, while BTG and Perfin will nominate four. The company will also create a People Committee, focused on succession and talent management, and an Operational & Financial Committee, dedicated to capital discipline and execution.
Cosan controls some of Brazil’s most strategic businesses. Raízen (a joint venture with Shell) is seeking new partners as it expands its bioenergy platform. Compass operates in natural gas and energy, Rumo Logística (B3: RAIL3) is the country’s largest rail operator, and Moove is active in lubricants and specialties.
In recent years, Cosan also sought diversification by acquiring a 5% stake in Vale S.A. (B3: VALE3; NYSE: VALE). The move backfired: the group had to unwind the position at a loss, an episode seen as one of the triggers for the current deleveraging strategy. With the new investors, Cosan’s net debt will fall from R$21.5 billion ($4.3 billion) to R$7.5 billion ($1.5 billion) on a pro forma basis.
More on Cosan’s capital raise in our full report: Cosan, controlled by Ometto, plans $2.2 billion share sale with BTG and Perfin