BRAZIL · COMPANIES
Key Facts
- The country Brazil is Latin America’s largest economy and a major producer of sugar and ethanol. Raízen is one of its biggest fuel and sugarcane groups, built in 2011 by Shell and Cosan.
- Why it matters This is the largest out-of-court debt restructuring in Brazilian history, and it decides who owns a group that sells Shell-branded fuel across Brazil. Shell, one of the world’s largest energy companies, already holds 44% of the group and stays at the centre of the deal.
- Why now Shareholders of Raízen S.A. and Raízen Energia S.A. voted on Friday 30 October 2026, and the board votes on the share issue on 6 November.
- What happened Shareholders approved the measures behind a capital increase of up to R$39.8 billion (US$7.34 billion), a capital reduction of up to R$35 billion (US$6.46 billion) and a split into a fuel company and an ethanol and sugar company.
- The numbers Shares are issued at R$0.25 (US$0.046) and units at R$0.50 (US$0.092), and Shell may add up to R$3.5 billion (US$646 million). Conversions use the central bank rate of R$5.4212 per US$ on 30 October 2026.
- What it means for you The deal sets who controls a Shell-branded fuel network and a large ethanol producer, and it is expected to hand most of the equity to creditors. Holders of Raízen shares face a rights window from 9 November to 8 December.
- Still open The board has not yet fixed the final size of the issue, the buyers of any stake in fuel distribution are unknown, and the final stake of Cosan has not been published.
- Power Index Brazil ranks 1st of 14 in The Rio Times Latin America Power Index, with 75.0 points (October 2026 edition).
In Plain English
Extrajudicial recovery is a Brazilian procedure in which a company and a large majority of its creditors agree a debt deal that a judge then confirms, without a full bankruptcy case. Cosan is the Brazilian group, founded by Rubens Ometto, that created Raízen with Shell, the global energy major, and each held 44% before the restructuring.
Preemptive rights let existing shareholders buy new shares first, in proportion to what they own, before anyone else. A unit is a package of one common share and one Class A preferred share that trades as a single security.
On Friday 30 October 2026, shareholders of Raízen, the fuel and sugarcane group created by Shell and Cosan, approved the corporate measures behind a capital increase of up to R$39.8 billion (US$7.34 billion) and a plan to split the company in two. The votes took place at extraordinary meetings of Raízen S.A. and Raízen Energia S.A. and at a special meeting of preferred shareholders, and the board of Raízen S.A. votes on the share issue itself on 6 November.
Creditors will receive shares for part of their claims, Shell may contribute up to R$3.5 billion (US$646 million), and creditors are expected to end up with about 80% of the company, according to NeoFeed. All conversions in this report use the Banco Central do Brasil PTAX rate of R$5.4212 per US$ on 30 October 2026.
What Shareholders Approved on 30 October
The meetings approved the corporate steps needed to carry out the extrajudicial recovery plan, which a São Paulo court confirmed on 30 July 2026. The case reached this vote after the court ratified the plan in July and after a tax settlement with the federal government on 28 October.
The agenda of the Raízen S.A. meeting, set out in the company’s convocation notice of 30 September, included raising the authorised capital limit to 200 billion shares so that the board can carry out the issue, a capital reduction of up to R$35 billion (US$6.46 billion) and the election of new boards. Current preferred shares become Class A, a new Class B preferred share is created, and units pair one common share with one Class A preferred share.
At the special meeting of preferred shareholders, 280.7 million of the 281.3 million votes cast backed the creation of the Class B preferred share, according to the company’s consolidated voting map of 30 October. Only 385,601 votes were against and 196,676 were abstentions.
How the Share Issue Works
Three issues run at the same time, according to the company’s notice of 26 October: common shares and Class B preferred shares at R$0.25 (US$0.046) each, and units at R$0.50 (US$0.092) each. The minimum raise is R$3.5 billion (US$646 million), and at least 14 billion new shares must be subscribed.
Shell Brazil Holding or its affiliates may put in up to R$3.5 billion (US$646 million), and Aguassanta Participações, the vehicle of Cosan founder Rubens Ometto, may add up to R$500 million (US$92 million) if it chooses to take part, according to Money Times and CNN Brasil. The company puts the ceiling at R$39.796 billion (US$7.34 billion), which assumes that Cosan does not use its preemptive right on Class B preferred shares, and the board may ratify the issue only in part.
The plan restructures R$61.4 billion (US$11.33 billion) of debt, according to Exame, with 45% of the claims turned into shares and the other 55% replaced by new debt. NeoFeed puts total liabilities at R$65 billion (US$11.99 billion), with maturities of up to eight years on the debt that stays as debt.
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Who Ends Up in Control
Before the process Shell held 44.04% of Raízen’s capital, according to the company’s notice of 29 October, and press reports put Cosan at 44% and the free float at 12%. After the conversion creditors are expected to hold about 80%, Shell 13% to 15% as the largest single shareholder, and Aguassanta less than 5%, according to NeoFeed.
NeoFeed reports that no controlling bloc and no shareholders’ agreement will exist after the deal. Cosan does not take part in the capital increase and its stake is diluted, according to Exame.
Each of the two new boards will have seven members and seven alternates, and creditors nominate four seats on each, according to InvestNews and AgFeed. Samuel Aguirre is slated to chair the fuel distribution board and Julio Cesar de Toledo Piza Neto the energy board.
Lorival Luz, today the chief financial officer, is slated to run fuel distribution, and Geovane Dilkin Consul is slated to run the energy company, according to CNN Brasil and InvestNews. The current management stays in place until the capital increase is ratified, which the company’s indicative schedule sets for 16 December 2026, with new securities credited on 18 December.
Splitting Fuel From Sugar and Ethanol
Raízen S.A. keeps fuel and lubricant distribution under the Shell brand, while Raízen Energia takes the production and sale of ethanol, sugar and bioenergy. The split runs through a capital reduction of up to R$35 billion (US$6.46 billion), paid to shareholders in securities of Raízen Energia, with no cut in the number of shares.
The company’s filing, as quoted by Money Times, says the separation still depends on conditions set in the recovery plan. Raízen will also start preparing a competitive process to assess possible investors in fuel distribution, which could include a secondary public offering.
NeoFeed expects the spin-off in the second half of December, with both companies operating from mid-January 2027. No buyer, stake size or value for any distribution stake has been disclosed, according to InvestNews.
Dates to Watch
From 3 November 2026 the current preferred shares trade as Class A shares under the new code RAIZ55, and the board of Raízen S.A. meets on 6 November to vote on the capital increase. The close of trading on 6 November fixes who holds preemptive rights, and shares trade without those rights from 9 November.
The window to use preemptive rights runs from 9 November to 8 December 2026, according to the company’s notice of 26 October. Shares closed in the range of R$0.30 to R$0.31 (about US$0.055 to US$0.057) on 30 October, down more than 60% since the start of 2026, according to AgFeed and NeoFeed.
What It Means for You
For US readers the story is a test of how a very large corporate debt problem in Brazil ends: with creditors taking most of the equity and a global energy major keeping a minority role. Raízen’s Shell-branded stations are expected to stay under the Shell brand in the distribution company, according to the plan as described by the national press.
Anyone who holds Raízen shares, including through an international broker, should note that rights holders are fixed by the Brazilian exchange’s closing position on 6 November. This report is not investment advice, and the final terms depend on the board vote.
What Is Not Known
The board has not yet decided whether to approve the full R$39.8 billion (US$7.34 billion) or only part of it, and the amount converted from creditors’ claims has not been confirmed in the final form. Vote counts for the main meeting items, beyond the preferred shareholders’ special meeting, were not available.
It is unclear how the split will affect mill operations, crop planning and investment, because the company has not said. The final stake of Cosan, and whether Ometto completes his planned contribution, remain to be seen.
Frequently Asked Questions
What did Raízen shareholders approve on 30 October?
They approved the measures behind a capital increase of up to R$39.8 billion (US$7.34 billion) and a capital reduction of up to R$35 billion (US$6.46 billion). They also approved splitting the group into a fuel company and an ethanol and sugar company.
Who will control Raízen after the restructuring?
No single controlling bloc is expected. Creditors are projected to hold about 80% and Shell 13% to 15%, according to NeoFeed.
When does the board vote on the capital increase?
The board of Raízen S.A. meets on 6 November 2026. Shareholders can use their preemptive rights from 9 November to 8 December 2026.
What happens to Shell-branded fuel stations in Brazil?
Raízen S.A. keeps fuel and lubricant distribution under the Shell brand. The sugar and ethanol business moves to a separate company, Raízen Energia.
How much is the capital increase in US dollars?
Up to R$39.8 billion is about US$7.34 billion. That uses the central bank rate of R$5.4212 per US$ on 30 October 2026.
Sources: Raízen S.A. filings: notices to the market of 21, 26 and 29 October 2026, general meeting convocation notice of 30 September 2026 and consolidated voting maps of 30 October 2026 (investor relations, ri.raizen.com.br); Money Times, 30 October 2026; CNN Brasil, 30 October 2026; AgFeed, 30 October 2026; InvestNews, 30 October 2026; NeoFeed, 30 October 2026; Exame, 30 October 2026; Banco Central do Brasil, PTAX 30 October 2026.
This article was produced by The Rio Times’ automated newsroom system. How we use AI · Report an error · Editorial responsibility: Matthias Camenzind, Editor-in-Chief
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