By Brazil Stock Guide – Cosan (B3: CSAN3; NYSE: CSAN), controlled by Rubens Ometto, unveiled plans for a two-stage equity offering that could raise up to R$11.8 billion (US$2.2 billion). The proceeds will be used to reduce debt and strengthen the balance sheet, while reshaping the company’s shareholder base. The deal brings in new strategic investors: BTG Pactual, led by banker André Esteves, and Perfin Infra, managed by Ralph Rosenberg, alongside Ometto’s own family office, Aguassanta.
First tranche: new investors step in
The first offering will issue 1.45 billion shares, expandable to 1.81 billion with a 25% additional allotment. It will not grant preemptive rights to existing shareholders, giving room for new anchor investors. BTG Pactual committed R$4.5 billion (US$860 million), Perfin pledged R$2 billion (US$380 million), and Aguassanta will add R$750 million (US$145 million), securing more than R$7.25 billion in fresh capital.
Second tranche: priority for existing shareholders
The second tranche will issue up to 550 million shares at the same R$5 price, this time with priority rights for investors on the registry as of September 19, 2025. That ensures Ometto, as the largest shareholder, can take the biggest slice of the round and preserve control, while BTG and Perfin will not participate in this stage.
“This transaction strengthens the capital structure and provides visibility on deleveraging,” Cosan said in a regulatory filing.
The transaction will also reshape Cosan’s control block. Until now concentrated in vehicles linked to Rubens Ometto, it will expand to include BTG Pactual and Perfin Infra, which join as co-controllers through the first tranche. A new shareholders’ agreement will consolidate governance among the three parties, with lock-up periods of up to four years. Still, Ometto retains strategic command: in addition to holding the largest pre-existing stake, he will have access to the second tranche through priority rights, reinforcing his role as the company’s controlling shareholder.
Dilution and discount
Cosan currently has 1.874 billion shares outstanding. If both offerings are executed in full, the share count will rise to 3.874 billion, a dilution of more than 50%. The R$5 issue price represents a discount of over 30% compared with the recent market price of around R$7.50 (US$1.40).
What’s at stake
The cash injection is large enough to materially reduce net debt and ease annual interest expenses. Yet the deal forces the market to absorb both steep dilution and a heavy discount. Creditors and long-term investors who exercise rights stand to benefit from a stronger balance sheet. Minority holders who don’t subscribe, along with short-term traders, could lose out.
At nearly the size of Cosan’s current market capitalization of about R$14 billion (US$2.6 billion), the transaction ranks among the largest equity raises ever attempted by a Brazilian listed company.
The share sale also provides relief for the debts tied to Rubens Ometto’s expansion bets, shifting part of the financial burden to new partners and rebalancing Cosan’s capital structure. At the same time, it underscores the firepower of the funds led by banker André Esteves, able to anchor major corporate moves, and marks the rise of Ralph Rosenberg and Perfin, which step up from a niche infrastructure manager to a reference shareholder in one of Brazil’s largest conglomerates.
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