Foreign Buyers Take Raízen Assets

BRAZIL · BUSINESS

Two heavily indebted Brazilian groups are raising cash by selling assets, and foreign buyers are taking the biggest pieces. For US holders of Cosan and Shell, the deals show who is stepping in and what comes next.

Raízen, the Brazilian fuel and sugar-ethanol group backed by Shell, the British energy major, and Cosan, has agreed to sell its Argentine fuel business to Mercuria, a Geneva-founded energy trader. It has also sold a Brazilian sugar mill, Caarapó, to Adecoagro, a Luxembourg-registered farm and ethanol company listed in New York.

Both sellers are under debt pressure. Raízen is in court-supervised debt restructuring, and Cosan, its São Paulo holding-company shareholder (B3: CSAN3), is selling assets to cut its own debt.

Reais are converted at the Central Bank of Brazil’s PTAX rate, its official daily average, of 5.5840 per US dollar on 10 November. B3 is Brazil’s stock exchange.

Raízen Sells Abroad and at Home

Mercuria said on 4 June that it had signed a binding deal for 100% of Raízen’s Argentine refining, fuel distribution and related assets. The price has not been published in a filing we could open.

The Argentine business covers refining, fuel distribution and related assets in that country. Closing details have not been confirmed in a primary filing we could open.

Adecoagro agreed on 20 July to buy the Caarapó sugar-ethanol mill in Mato Grosso do Sul state, and completed the purchase on Tuesday 1 September. The final price was R$705 million (US$126 million at the same rate), paid in cash and below the first estimate of R$760 million (US$136 million).

Why Raízen Needs the Cash

Raízen filed for extrajudicial recovery, a Brazilian route in which a judge confirms a debt deal that most creditors accept, on Wednesday 11 March. It filed its plan on Friday 5 June, and the court approved it on Thursday 30 July.

Financial creditors holding 81.6% backed the plan, which made a restructuring of the repayment terms of about R$61.4 billion (US$11.0 billion) of unsecured debt binding. A São Paulo court had already frozen payments and debt enforcement for 180 days from 12 March.

The plan includes a capital increase of R$3.5 billion to R$4.0 billion (US$627 million to US$716 million), to be subscribed by Shell Brasil Petróleo, Shell’s Brazilian unit, and a second investor. Cosan warned that the plan may dilute its own stake sharply.

Cosan’s filing says existing shareholders face significant dilution from the new share issue. We could not open Raízen’s own notices, so we do not report the final size of the issue.

What Cosan Is Selling

Cosan, a holding company with stakes in several Brazilian businesses, is selling assets to cut debt. Its 14 August results showed expanded net debt of R$9.2 billion (US$1.65 billion), down 20% from the first quarter.

A sale of farmland held through its Radar land business totals R$1.85 billion (US$331 million), of which R$586 million (US$105 million) is Cosan’s share. Cosan expected closing in October.

Cosan also signed a letter of intent to sell its Porto São Luís terminal for an indicative R$300 million (US$54 million). Exclusive talks over part of its stake in Rumo, a company in its portfolio, ended on Tuesday 20 October without a deal.

What It Means for You

Cosan told the US Securities and Exchange Commission (SEC) that the last New York Stock Exchange (NYSE) trading day for its American depositary shares (ADSs), dollar-quoted certificates that each represent four ordinary shares, would be Friday 18 September. Its October filings list them on OTC Pink, an over-the-counter market, under the ticker CSANY.

Cosan keeps a Level I programme, the lightest form of US depositary receipt, and stays SEC-registered for now. It has said it will later ask to deregister, with options for ADS holders still to be announced.

Shell holders should note that the plan calls for Shell’s Brazilian unit to put new cash into Raízen. Adecoagro’s New York listing (NYSE: AGRO) means its Caarapó figures appear in US filings.

Our earlier report on the Raízen shareholder vote gives the share-issue detail. More is on the Brazil hub, with guides to who runs the economy and who holds power, and a São Paulo city page.

What Is Not Known

We could not open Raízen’s own investor notices, so the price and closing date of the Argentine sale are not confirmed here. The split between cash and debt in that price has not been published.

Raízen’s final share issue and Cosan’s final stake are not confirmed. Cosan has not confirmed in a filing that the Radar farmland sale closed, and no buyer has been agreed for its Rumo stake.

Frequently Asked Questions

Who bought Raízen’s assets?

Mercuria, a Geneva-founded energy group, agreed in June to buy 100% of Raízen’s Argentine refining, fuel distribution and related assets. Adecoagro bought the Caarapó mill for R$705 million (US$126 million) in cash.

Can US investors still trade Cosan?

Cosan said the last NYSE trading day for its ADSs would be 18 September. Its October filings list them over the counter as CSANY, while the shares stay on B3 as CSAN3.

What must Shell put into Raízen?

The court-approved plan calls for a capital increase of R$3.5 billion to R$4.0 billion (US$627 million to US$716 million), subscribed by Shell’s Brazilian unit and a second investor. Cosan’s filing says existing shareholders face significant dilution.

Sources: Cosan S.A. filings with the SEC (Form 6-K, 17 August, 8 September and 21 October 2026; second-quarter results of 14 August 2026); Cosan investor relations (third-quarter calendar); Adecoagro S.A. filings with the SEC (Form 6-K, 20 July and 1 September 2026); Mercuria, release of 4 June 2026; Raízen investor relations; Central Bank of Brazil, PTAX exchange rate (5.5840 reais per US dollar, 10 November 2026).

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