Overview

• The two-stage offering includes 1.45 billion new shares in the first tranche, expandable by 25%, and up to 550 million in a second, capped at a combined 2 billion shares at a reference price of R$5.
• Anchor commitments total R$7.25 billion at R$5 per share, with BTG at R$4.5 billion, Perfin at R$2.0 billion and Ometto’s Aguassanta at R$750 million.
• A shareholders’ agreement locks in control for Ometto with 50.01% of linked shares and a six-year chair mandate, while the consortium faces a four-year lock-up and partial lock-ups apply to the additional allotment.
• Shares fell roughly 20% in São Paulo trading and ADRs slipped in New York pre-market as investors balked at the dilution, drawing vocal minority pushback and analyst concerns about governance complexity.
• Management says the issuance is for debt reduction only and will not capitalize Raízen, with Valor estimating initial dilution near 77.5% and executives targeting net debt around R$7.5 billion after the raise and further asset sales.