Raizen Fuels Finance S.A.
(a public limited liability company (société anonyme))
(organized under the laws of the Grand Duchy of Luxembourg)


OFFER TO PURCHASE FOR CASH

Any and all of its outstanding 5.300% Notes due 2027

Unconditionally and irrevocably guaranteed by
Raízen S.A and Raízen Energia S.A.
(incorporated in the Federative Republic of Brazil)


THE OFFER (AS DEFINED HEREIN) WILL EXPIRE AT 5:00 P.M. (NEW YORK CITY TIME) ON FEBRUARY 24, 2025 (SUCH TIME AND DATE, AS THE SAME MAY BE EXTENDED IN THE SOLE DISCRETION OF THE OFFEROR (AS DEFINED HEREIN), THE “EXPIRATION DATE”). TO BE ELIGIBLE TO RECEIVE THE CONSIDERATION (AS DEFINED HEREIN), HOLDERS (AS DEFINED HEREIN) OF THE NOTES (AS DEFINED HEREIN) MUST VALIDLY TENDER AND NOT VALIDLY WITHDRAW THEIR NOTES AT OR PRIOR TO THE EXPIRATION DATE, OR DELIVER A PROPERLY COMPLETED AND DULY EXECUTED NOTICE OF GUARANTEED DELIVERY (AS DEFINED HEREIN) AND OTHER REQUIRED DOCUMENTS PURSUANT TO THE GUARANTEED DELIVERY PROCEDURES (AS DEFINED HEREIN), AT OR PRIOR TO THE EXPIRATION DATE AND TENDER THEIR NOTES AT OR PRIOR TO THE GUARANTEED DELIVERY DATE (AS DEFINED HEREIN). VALIDLY TENDERED NOTES MAY BE WITHDRAWN IN ACCORDANCE WITH THE TERMS OF THE OFFER AT ANY TIME AT OR PRIOR TO 5:00 P.M. (NEW YORK CITY TIME) ON FEBRUARY 24, 2025, EXCEPT AS DESCRIBED HEREIN OR AS REQUIRED BY APPLICABLE LAW (SUCH DATE AND TIME, AS THE SAME MAY BE EXTENDED, IN THE SOLE DISCRETION OF THE OFFEROR, THE “WITHDRAWAL DATE”).


Title of Security

CUSIP

ISIN

Principal Amount Outstanding

Total Consideration(1)


5.300% Notes due 2027


75102X AA4 / L7909C AA5


US75102XAA46 / USL7909CAA55


US$342,006,000.00


US$1,003.75

___________________________________________________________________________________________________________________
The amount to be paid for each US$1,000 principal amount of Notes validly tendered and accepted for purchase, excluding Accrued Interest to the Settlement Date.

To view copie(s) of the Offer to Purchase document(s) please click on the link(s) below

Offer to Purchase

Press Release


To obtain additional copies of the Offer to Purchase, please contact the Information Agent.

The Information and Tender Agent for the Offer is:

D.F. King & Co., Inc.

E-mail: raizen@dfking.com

48 Wall Street, 22nd Floor
New York, New York 10005
United States

Banks and Brokers call: +1 (212) 269-5550
All others call toll free (U.S. only): +1 (888) 605-1958

Any questions or requests for assistance or additional copies of this Offer to Purchase and the Notice of Guaranteed Delivery may be directed to the Information and Tender Agent at its telephone number or address set forth above.

Any questions related to the terms of the Offer may be directed to the Dealer Managers. You may also contact your broker, dealer, commercial bank or trust company or other nominee for assistance concerning the Offer.

The Dealer Managers for the Offer are:


BofA Securities, Inc.

One Bryant Park
New York, New York 10036
United States of America
Attn: Liability Management
Collect: +1 (646) 855-8988
Toll Free: +1 (888) 292-0070

Citigroup Global Markets Inc.

388 Greenwich Street, 4th Floor Trading
New York, New York 10013
Attn: Liability Management Group
Toll Free: +1 (800) 558-3745
Collect: +1 (212) 723-6106


Itaú BBA USA Securities, Inc.

599 Lexington Avenue, 34th Floor
New York, New York 10022
Attn: Liability Management Group
Toll Free: +1 (888) 770-4828
Collect: +1 (212) 710-6749

J.P. Morgan Securities LLC

383 Madison Avenue
New York, New York 10179
Attn: Latin America Debt Capital Markets
Toll Free: +1 (866) 846-2874
Collect: +1 (212) 834-7279

Morgan Stanley & Co. LLC

1585 Broadway, 6th Floor
New York, New York 10036
Attn: Liability Management Group
Toll Free: +1 (800) 624-1808
Collect: +1 (212) 761-1057