Raízen Secures Shareholder Approval for Capital Restructuring Measures Under Recovery Plan
Key Facts
Voting maps published for Raízen’s meetings on October 30 showed shareholders approved items related to implementing the out-of-court recovery plan, paving the way for changes to its capital structure and bylaws. The process included an extraordinary general meeting and a special meeting of preferred shareholders, and was not a general vote on the restructuring plan itself. At the extraordinary general meeting, 280,202,826 preferred shares voted in favor, against 72,057,294 shares voting against and 201,553 abstaining. A total of 207,943,979 shares were recorded as not voting. Raízen published the voting maps in its disclosures, while Reuters reported the news on October 30.
At the special meeting of preferred shareholders, 281,261,159 shares backed the items, against 280,678,882 voting against, with 385,601 abstentions and 196,676 shares not voting. The figures show close support and opposition at the meeting, while the voting map recorded approval of the item. The decisions relate to creating Class B preferred shares, renaming the existing preferred shares as Class A, launching a unit program and amending the bylaws. These changes allow the company to implement parts of the financing and reorganization structure included in the recovery plan. The company had announced that these matters would be put to the two meetings convened for October 30.
The approvals follow an earlier court sanction of the out-of-court debt restructuring plan. Raízen said the plan had the support of holders of 81.6% of unsecured financial claims, and that the rescheduling of about 61.4 billion Brazilian reais in unsecured financial debt became effective and binding on covered creditors after court approval on July 30. This puts the shareholder vote in the context of implementing debt arrangements that had already been approved, rather than reapproving them. The company said the broader plan aims to meet short-term liquidity needs and establish a sustainable capital structure. It also said the implementation measures strengthen its financial structure and governance.
The proposed measures include converting part of creditors’ claims into equity in the company through units, issuing new secured debt instruments, and a cash capital increase ranging from 3.5 billion to 4 billion Brazilian reais at closing. Raízen said Shell Brasil would fund the increase in cash, and that Aguassanta, affiliated with the Rubens Ometto family, could also participate. The proposed increase comprises 3 simultaneous offerings: individual common shares, Class B preferred shares, and units comprising one common share and one Class A preferred share. The disclosure set the unit issue price at 0.50 Brazilian reais. The company said proceeds from the exercise of preemptive rights would go entirely to it under the recovery plan.
The company’s disclosure says the proposed increase starts at 3,500,000,000 Brazilian reais and could reach 39,796,365,804.50 reais. An increase below the maximum may be approved if at least 14,000,000,000 shares are subscribed. The maximum assumes that Cosan will not exercise its right to subscribe for Class B shares, making the final size of the transaction dependent on participation in the offerings. The capital increase is part of broader measures that include corporate reorganization, separating fuel distribution and energy activities, and divesting related assets. The measures aim to separate the fuel and energy businesses, according to Raízen’s description of the plan.
Raízen said in an update dated October 26 that the capital increase remained subject to approval by the two meetings and then a board decision. The company set November 6 for a board meeting to consider the increase and issue a shareholder notice; that is also the record date for preemptive rights. The shares are scheduled to trade ex-rights and the preemptive rights exercise period to begin on November 9. Under the updated indicative timetable, the rights exercise period runs through December 8, 2026, although the schedule remains subject to change. The company said completion of the transaction is subject to the approvals and procedures set out in its disclosures.
The company faces credit pressures as it implements the recovery plan: Fitch downgraded Raízen’s international ratings to RD from C on October 22. The credit action adds context to the company’s efforts to restructure its obligations and raise liquidity, while the board’s November 6 decision is expected to determine the next corporate step for the capital increase. According to the published schedule, the preemptive rights period will then begin on November 9 and end on December 8. These dates are tied to the share and unit offering, while the indicative timetable remains subject to change.