ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION

 

As more fully described in Item 4 below, pursuant to the Purchase Agreement and the Amendment (each defined below), on October 20, 2008, GIF Venus acquired from the Issuer 12,666,666 Shares at a purchase price of US$4.50 per Share and on October 27, 2008, GIF Venus acquired from the Issuer an additional 19,000,000 Shares at a purchase price of $4.50 per Share. The acquisition of the Shares was financed by GIF Venus out of funds received by it from its sole member, GIF III Ltd., a company organized in Cayman Islands, which receives contributions from investors.

 

 

On October 1, 2008, Cosan Limited, GIF Venus, and certain other parties entered into a Purchase Agreement (the “Purchase Agreement”) pursuant to which GIF Venus agreed to acquire from the Issuer 15,303,797 Shares at a purchase price of $7.90 per Share on October 20, 2008. Effective October 16, 2008, the parties amended the terms of the Purchase Agreement (the “Amendment”), including the acquisition amount and the purchase price of the Shares to be acquired. Pursuant to the Amendment, GIF Venus agreed to acquire from the Issuer 12,666,666 Shares at a purchase price of $4.50 per Share on October 20, 2008 (the “Initial Closing Date”) and an additional 19,000,000 Shares at a purchase price of $4.50 per Share on October 27, 2008 or at such other time on the same or such other date, not later than November 3, 2008 (the “Closing Date”). The acquisitions closed on October 20, 2008 and October 27, 2008, respectively, consistent with the terms of the Amendment. The summaries of the Purchase Agreement and the Amendment contained in this Schedule 13D do not purport to be complete and are qualified in their entirety by reference to the corresponding agreements filed as Exhibit C and Exhibit D, respectively, hereto, each of which is incorporated by reference herein.

 

The Shares to which this statement on Schedule 13D relates were acquired with the purpose of investing in the Issuer’s securities.

 

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The Reporting Persons intend to review their holdings in the Issuer on a continuing basis and, depending upon the price and availability of the Issuer securities, subsequent developments affecting the Issuer, the business prospects of the Issuer, general stock market and economic conditions, tax considerations and other factors deemed relevant, may consider increasing or decreasing their investment in the Issuer.  As part of this ongoing review, the Reporting Persons have engaged, and/or may in the future engage, legal and financial advisors to assist them in such review and in evaluating strategic alternatives that are or may become available with respect to their holdings in the Issuer.

The Reporting Persons do not have any plans or proposals which relate to or would result in:

 

(a)  the acquisition by any person of additional shares of the Issuer, or the disposition of securities of the Issuer;

 

(b)  an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries;

 

(c)  a sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries;

 

(d)  any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board;

 

(e)  any material change in the present capitalization or dividend policy of the Issuer;

 

(f)  any other material change in the Issuer’s business or corporate structure, including but not limited to, if the Issuer is a registered closed-end investment company, any plans or proposals to make any changes in its investment policy for which a vote is required by Section 13 of the Investment Company of 1940;

 

(g)  changes in the Issuer’s charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person;

 

(h)  causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system or a registered national securities association;

 

(i)  a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Act; or

 

(j)  any action similar to any of those enumerated above.

 

The Reporting Persons, however, retain their rights to modify their plans with respect to any matters of the type described in sections (a)-(j) of Item 4.

 

ITEM 5. INTEREST IN SECURITIES OF THE ISSUER

 

Except as set forth in this Item 5(a), none of the Reporting Persons and, to the best of the Reporting Persons’ knowledge, any persons named in Schedule A attached hereto, owns beneficially any Shares.

 

(a)    As described in Item 3 and Item 4 of this Schedule 13D, on October 20, 2008 GIF Venus acquired from the Issuer 12,666,666 Shares, resulting in the total direct ownership by GIF Venus of 12,666,666 Shares, as of the Initial Closing Date; on October 27, 2008, GIF Venus acquired from the Issuer an additional 19,000,000 Shares, resulting in the total direct ownership by GIF Venus of 31,666,666 Shares, representing 18.2% of the outstanding Class A common stock of the Issuer as of the Closing Date.

 

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GIF Gestão is the investment manager of GIF Venus. GIF Gestão does not own any shares directly. The aggregate indirect beneficial ownership of GIF Gestão is 31,666,666 Shares, representing 18.2% of the outstanding Class A common stock of the Issuer.

 

Gávea Investimentos Ltda. (“Gávea Investimentos”) and Gávea Gestão de Investimentos Ltda. (“Gávea Gestão”) are the investment managers of an aggregate of 16 funds that hold Shares of the Issuer (separate from the fund managed by GIF Gestão). GIF Gestão, Gávea Investimentos and Gávea Gestão are separate and independent corporate entities, their investment decisions are made independently and their clients are different investment funds with different objectives and different investors. The boards of directors of these three entities are different from one another. There are however, six individuals in common, including their respective Presidents and Vice Presidents. In their capacity as investment managers, each of GIF Gestão, Gávea Investimentos and Gávea Gestão share voting and dispositive power over the Shares directly owned by the respective funds managed by each of them. GIF Gestão, Gávea Investimentos and Gávea Gestão are of the view that they are not acting as a “group” for purposes of Section 13(d) under the 1934 Act and that they are not otherwise required to attribute to each other the beneficial ownership of securities beneficially owned by the other entities within the meaning of Rule 13d-3 promulgated under the 1934 Act.  Therefore, GIF Gestão, Gávea Investimentos and Gávea Gestão are each of the view that the Shares beneficial owned by each of them need not be aggregated for purposes of Section 13(d).  Gávea Investimentos Ltda. beneficially owns 5,266,553 Shares and Gávea Gestão beneficially owns 2,512,174 Shares. When aggregated with the Shares beneficially owned by GIF Gestão, Gávea Investimentos and Gávea Gestão beneficially own in the aggregate 39,445,393 Shares, representing 22.6% of the outstanding Class A common stock of the Issuer as of the Closing Date. This aggregation is provided on a voluntary basis and does not constitute an admission that GIF Gestão, Gávea Investimentos and Gávea Gestão are a group. Each such entity disclaims beneficial ownership of the Shares held by each other entity.

 

Pursuant to the Purchase Agreement, Bradseg Fundo de Investimento Multimercado, an investment fund managed by Gávea Gestão, also acquired 1,666,667 Shares, which are reflected in the aggregate share ownership provided above.

 

(b)    See rows 7-10 of each cover page for information regarding the power to vote or direct the vote and the power to dispose or direct the disposition of the Common Stock by the Reporting Persons.

 

(c)    Except as set forth in this Schedule 13D, none of the Reporting Persons has engaged in any transaction during the past 60 days in any shares of the Issuer.

 

(d)    No person other than the Reporting Persons has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of the Shares to which this Schedule 13D relates.

 

(e)    Not Applicable.

 

 

Following GIF Venus’s acquisition of the Shares, Mr. Luis Fraga, an executive officer of Gávea Wealth Management Ltd., the sole director of GIF Venus, was appointed by Mr. Rubens Ometto Silveira Mello, the controlling shareholder of the Issuer, as one of the independent members of the board of directors of the Issuer. Pursuant to the Purchase Agreement summarized in Item 4 of this Schedule 13D and attached hereto Exhibit C, as a condition to the purchasers’ obligations, the Issuer increased the size of its board of directors from nine to eleven members.

 

Except for the Purchase Agreement and the Amendment summarized in Item 4 above and the action by the Issuer’s controlling shareholder summarized in this Item 6, to the best knowledge of the Reporting Persons, there are no other contracts, arrangements, understandings or relationships (legal or otherwise), including, but not limited to, transfer or voting of any of the securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies, between the persons enumerated in Item 2, and any other person, with respect to any securities of the Issuer, including any securities pledged or otherwise subject to a contingency the occurrence of which would give another person voting power or investment power over such securities other than standard default and similar provisions contained in loan agreements.

 

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ITEM 7. MATERIALS TO BE FILED AS EXHIBITS

 

A.	Agreement of Joint Filing among GIF Gestão de Investimentos e Participações Ltda. and GIF Venus, Ltd., dated as of November 12, 2008.

B	Power of Attorney, dated as of November 12, 2008.

C.	Purchase Agreement, by and among Cosan Limited, GIF Venus, Ltd. and certain other parties, dated as of October 1, 2008.

D.	Amendment to the Purchase Agreement by and among Cosan Limited, GIF Venus, Ltd. and certain other parties, dated as of October 16, 2008.

 

SCHEDULE A CONTROLLING PERSONS, DIRECTORS AND EXECUTIVE OFFICERS OF GIF GESTÃO DE INVESTIMENTOS E PARTICIPAÇÕES LTDA. AND GIF VENUS, LTD.

The name and present principal occupation or employment of each executive officer and director of GIF Gestão de Investimentos e Participações Ltda. and GIF Venus, Ltd., respectively, are set forth below. The business address of each officer of GIF Gestão de Investimentos e Participações Ltda. is Rua Dias Ferreira, 190, 7th floor, room 701, Rio de Janeiro, RJ, 22431-050, Brazil, and the address of the corporation or organization in which such employment is conducted is the same as his business address. The business address of each director of GIF Venus is PO Box, 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands, and the address of the corporation or organization in which such employment is conducted is the same as his business address. The business address of Gávea Wealth Management Ltd. is 325 Waterfront Drive, Omar Hodge Building, 2nd Floor, Wickham’s Cay, Road Town, Tortola, British Virgin Islands. Gávea Wealth Management Ltd., is a limited company, organized in British Virgin Islands. Arminio Fraga Neto and Christopher David Meyn are U.S. citizens and all of the other persons listed below are Brazilian citizens.

Name and Principal Occupation
GIF GESTÃO DE INVESTIMENTOS E PARTICIPAÇÕES LTDA.
Arminio Fraga Neto, President
Luiz Henrique Fraga, Vice President
Joao Batista da Silveira, Officer
Christopher David Meyn, Officer
Piero Paolo Minardi, Officer
Amaury Guilherme Bier, Officer
Ricardo Schenker Wajnberg, Officer
Eduardo Andrada do Amaral Rudge, Officer
GIF VENUS, LTD.
Gávea Wealth Management Ltd., Director
GÁVEA WEALTH MANAGEMENT LTD.
Arminio Fraga Neto, Director
Luiz Henrique Fraga, Director and Officer
Amaury Guilherme Bier, Director

 

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After reasonable inquiry and to the best of my knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

Dated: November 12, 2008

	GIF Gestão de Investimentos e Participações Ltda.
	By:	/s/ Luiz Henrique Fraga
		Name: Luiz Henrique Fraga, Executive Officer

 

	GIF Venus, Ltd.
	By:	/s/ Luiz Henrique Fraga
		Name: Luiz Henrique Fraga, Executive Officer of Gávea Wealth Management Ltd., the Director of GIF Venus, Ltd.

 

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