Raízen Shareholders Approve Split and Enable Major Debt‑to‑Equity Restructuring

Overview

• Shareholders, which approved statutory and capital changes on Friday, October 30, cleared a key procedural hurdle needed to start implementing the court‑approved extrajudicial recovery plan.
• The company reached a fiscal agreement on October 28 with the Procuradoria‑Geral da Fazenda Nacional and Receita Federal that covers R$22.4 billion in federal liabilities and reduces fines and interest, removing a major legal obstacle to the reorganization.
• Creditors are targeting conversion of debt into equity by December 17 to secure tax advantages, and planned capital injections from Shell of up to R$3.5 billion and a possible R$500 million from Aguassanta remain conditional on completing the plan's steps.
• The shareholder measures include enlarging authorized capital, creating a new preferred share class and units, replacing the board, and allowing a capital social reduction of up to R$35 billion as the mechanism to transfer Raízen Energia shares to creditors and investors.
• Raízen has received proposals for its fuel distribution assets but has made no sale decision, and the swap of claims for shares will make former creditors active shareholders with influence over governance and the future strategy of the two listed companies.