The mark of a banker is paying little for much. Few embody this more than André Esteves of BTG Pactual, who has just bought his way into Cosan’s control block at a steep discount.
By putting down R$4.5 billion ($845 million) at R$5 per share — 33% below the pre-announcement price — André Esteves’s investment holding, BTG Pactual Holding, together with asset manager Perfin (which added R$2 billion), secured a prime seat at one of Brazil’s most strategic holdings. Energy, logistics, infrastructure: all now under the influence of the banker and his partners.
The trick came with the first tranche of the capital increase, structured under the EGEM regime (Issuer with Large Market Exposure) — a CVM rule (Brazil’s Securities and Exchange Commission) introduced in 2022 that allows companies to waive minority pre-emptive rights in offerings aimed at strategic investors. In practice, it cleared the way for a tailor-made deal for the new partners, leaving dispersed shareholders with the bill and only the promise of long-term rewards. The market’s verdict was swift: CSAN3 tumbled almost 20% to around R$6 — one of Cosan’s recent historic lows.
On the call with analysts, Cosan emphasized deleveraging and restoring financial flexibility. But the picture is clearer: Rubens Ometto gains time to plan succession, Perfin cements its role as a patient investor, and Esteves locks in power at bargain prices. After the deal, BTG will hold 23.3% of Cosan’s total equity and 29.8% of the control block, with the right to appoint board members and shape strategy. When Ometto eventually steps aside, the stage will be set for Esteves to call the shots.
The irony is that Cosan was worth more before buying a stake in Vale in 2022, when its shares traded at R$16.65. That acquisition, seen as overpriced and synergy-light, blew up leverage and paved the way for today’s bargain. Minorities have paid twice over: first for the costly expansion, now for the dilution.
Governance risks remain. BTG, through Eneva, and Perfin, via Virtu GNL, already operate in areas that overlap with Cosan’s portfolio. The agreement includes safeguards, but conflicts will be hard to avoid under the regulator’s eye.
For now, the outcome is crystal clear: Esteves paid little for much. Minorities paid much for little.
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