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Raízen Races to Restructure R$65 Billion Debt and Avoid Court Recovery

The Shell-Cosan biofuels and fuel-distribution venture is trying to win creditor support for an out-of-court restructuring that would inject new capital, dilute shareholders and convert part of its debt into equity.

Raízen Races to Restructure R$65 Billion Debt and Avoid Court Recovery

Source: poder360.com.br

Raízen is trying to close a financial restructuring agreement with creditors in early June to avoid filing for recuperação judicial, Brazil’s court-supervised corporate recovery process. The company, a joint venture between Shell and Cosan, is negotiating over more than R$65 billion in debt, roughly USD 13 billion at the R$5.04 exchange rate cited by Money Times.

The talks center on a recuperação extrajudicial, an out-of-court restructuring mechanism that lets distressed companies negotiate directly with creditors and later seek court approval for the deal. Poder360 says Raízen is working toward a June 8 deadline; Money Times reports the company has until June 9 to present a plan backed by 50% of creditors plus one.

What the Plan Proposes

Raízen told the market it had total debt of R$75.35 billion, with R$65.4 billion included in the extrajudicial recovery process, according to InfoMoney. The proposed package includes a R$3.5 billion capital injection by Shell, about USD 694 million, and a possible additional R$500 million from Aguassanta Participações, a holding linked to Rubens Ometto, Cosan’s controlling shareholder.

Shell said in a statement published by Poder360 that the process was “a prudent and necessary measure” to deal with Raízen’s financial challenges. The oil major said it was proposing the R$3.5 billion injection as part of a structural solution and would keep working with Raízen’s leadership and creditors to secure the company’s long-term future.

The main proposal would convert 45% of the restructured debt into Raízen shares at R$0.25 per share. InfoMoney, citing UBS BB analysts, said creditors could end up with about 83% of the company after the restructuring, equivalent to 72% of common shares.

Three Creditor Options

InfoMoney, citing XP Investimentos, said creditors are being offered three broad payment alternatives. Option A would split claims between equity and new long-term debt, with 45% converted into shares and 55% rolled into new debt tied to Raízen Combustíveis and Raízen Energia.

Option B would impose an 80% haircut and replace the remaining balance with long-dated debt maturing in 2047. Option C would offer immediate cash payment for smaller creditors, capped at 75% of the claim or R$9,750, within a total allocation limit of R$150 million.

The restructuring also foresees a possible split between Raízen’s energy and fuel businesses after closing. Creditors would gain board influence: InfoMoney reported that a seven-member board would include four members appointed by supporting creditors, including the chair, and three appointed by investor shareholders.

Market Pressure

Raízen’s preferred shares fell 19.04% on Brazil’s B3 exchange on May 28 after the company disclosed restructuring terms, closing at R$0.34, according to Poder360 and InfoMoney. The shares partially recovered the next day, rising 8.82%, while Cosan shares fell 3.04%, Poder360 reported.

The talks shifted after BTG Pactual-linked funds abandoned a possible direct R$5.5 billion investment in Raízen’s fuel operation, according to Poder360. BTG was not listed among Raízen’s creditors, but it led a separate R$10 billion capitalization of Cosan, with BTG, Perfin and Aguassanta taking 55% of Cosan’s capital after the operation.

Raízen is also selling assets to strengthen cash. Poder360 said the company has sold mills in Brazil and is negotiating operations in Argentina, including a refinery and a service-station network, in a transaction estimated at more than USD 1 billion. A Revista said the Argentine assets include roughly 1,000 Shell-branded stations and the Dock Sud refinery.

What Comes Next

Banks hold about 40% of Raízen’s debt, while the remaining 60% is spread among investors and holders of agribusiness receivables certificates, known in Brazil as CRAs, according to Poder360. Some creditors oppose a broader debt-for-equity conversion and prefer to preserve higher-yielding debt instruments.

Raízen filed for extrajudicial recovery on March 11, 2026. Poder360 says the company now has three paths: secure an agreement with creditors and shareholders, request more time for negotiations, or file for recuperação judicial.

The sources agree on the core direction of the plan: new money from Shell, possible support from Aguassanta, asset sales, and heavy dilution for existing shareholders. The unresolved question is whether enough creditors will accept the terms before the deadline.

Accessed on: 31 May 2026

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