By Brazil Stock Guide – Cosan S.A. (B3: CSAN3; NYSE: CSAN) said it has restructured part of its holding-level financing after Banco Bradesco BBI and Banco BTG Pactual jointly invested R$4 billion in preferred shares issued by Cosan Dez Participações. The transaction represents an equity value equivalent to about 23% of Cosan Dez’s total capital, while granting the two banks combined voting rights capped at 9.98%.
Cosan Dez is the holding company through which Cosan controls Compass Gás e Energia, formerly known as Comgás, the company responsible for natural gas distribution in the State of São Paulo. Following the transaction, Cosan retains 90.02% of Cosan Dez’s voting capital, while Bradesco BBI and BTG Pactual each hold 4.99%, preserving control over both the holding structure and the operating asset.
The deal renegotiates a financial structure originally put in place in 2022 between Cosan and Bradesco BBI and forms part of the group’s broader effort to optimize liabilities following a recent capital increase. According to the company, the revised arrangement reduced the financial cost associated with the prior transaction while improving the maturity profile and balance-sheet flexibility at the holding level.
As part of the agreement, Cosan granted Bradesco BBI and BTG Pactual staggered put options on their preferred shares in Cosan Dez, exercisable in one or more tranches starting on the fifth, sixth and seventh anniversaries of the transaction. The mechanism provides long-dated liquidity protection for the banks while easing near-term financial pressure on Cosan and avoiding dilution of control over strategic assets.
The transaction highlights Cosan’s attempt to rebalance its capital structure after a cycle marked by elevated leverage and asset concentration, using structured, equity-like instruments to attract long-term capital without relinquishing governance over core platforms.
The transaction comes as Cosan, the holding company controlled by Brazilian entrepreneur Rubens Ometto, undergoes a deep restructuring supported by a R$10 billion capital injection from BTG Pactual and Perfin. Despite the balance-sheet relief at the holding level, the group still faces the challenge of addressing leverage at Raízen, its fuel distribution and ethanol production arm, which remains a central pressure point in Cosan’s broader deleveraging effort.