By Brazil Stock Guide – Cosan S.A. (B3: CSAN3; NYSE: CSAN) has expanded its ongoing equity offering to 2.1 billion shares, opening participation to minority investors after the entry of BTG Pactual and Perfin Investimentos as anchor shareholders. The revised structure keeps the offer price fixed at R$5.00 per share, about 17.9% below Monday’s B3 closing price of R$6.09, while introducing a priority right that allows existing investors to preserve their ownership stakes.
The change, disclosed in a filing with Brazil’s securities regulator CVM, alters the September plan that had targeted only institutional buyers. The new version includes retail and minority shareholders but also raises the overall size of the deal, adding an extra 100 million shares that lift potential dilution for those who don’t exercise their rights to as much as 7.8%.
Under the revised terms, shareholders holding Cosan stock on September 19 and November 7 may subscribe to between 0.1008 and 0.1546 new shares for each share they own, at the same R$5.00 price. Those who skip the subscription will see their ownership shrink, while participants gain exposure at a meaningful discount to the market.
The decision follows the capital injection from BTG Pactual and Perfin, which joined as anchor investors through firm subscription commitments. The first tranche of the offering, completed in October, raised R$9.06 billion via 1.8125 billion shares, effectively doubling the share count and triggering heavy dilution for minorities. The new stage aims to rebalance the structure by giving existing shareholders a path to rebuild their positions.
Cosan said proceeds will strengthen the group’s capital structure, credit profile, and liquidity, supporting subsidiaries such as Raízen and Rumo. Half of the anchor investors’ shares are subject to a two-year lock-up, while part of their stakes—held through Nova Holding, which consolidates controlling shareholders’ interests—will remain restricted for up to four years.
Despite the larger share base, analysts view the move as a positive governance signal and a step toward fairer treatment of small investors. The modification doesn’t worsen the deal — it just raises the cost of doing nothing.
BTG Pactual and Perfin Investimentos acted as anchor investors in Cosan’s follow-on, subscribing at the same R$5.00 per share through irrevocable commitments made before the second offering began. Their holdings, made via vehicles linked to Nova Holding — which also consolidates the controlling shareholders’ stakes — are subject to lock-up periods of up to four years, reinforcing a long-term and strategic investment profile. While both funds benefited from early allocation and a below-market entry price, the extended lock-ups reduce the short-term advantage and align their exposure with Cosan’s broader governance commitments.