Raízen fecha acordo tributário épico, extinguindo R$ 22 bi em dívidas

Raízen reached an epic tax agreement with the Union, extinguishing R$ 22.4 billion in debts – the largest tax transaction since such agreements were regulated in Brazil six years ago. Under the terms of the deal, Raízen receives an 85% discount on the total debt amount, taking into account the use of tax losses to pay part of the sum.

Of the R$ 22 billion in debts, R$ 16.7 billion were the responsibility of Raízen, while R$ 5.7 billion belonged to its controlling shareholders, Cosan and Shell. The Union granted discounts on fines and interest totaling R$ 8.5 billion and allowed the use of tax losses up to the amount of R$ 5.7 billion. As a result, the company will only have to pay R$ 2.5 billion of the total debt (roughly 15%), which was paid in full upfront and helped negotiate the discount.

The agreement stands out for the size of the debts involved, with the previous largest tax transaction being with the João Santos Group in 2023, totaling R$ 11 billion. For the energy and fuels company, this deal has added relevance as it was a prerequisite for the approval by creditors of Raízen's Judicial Recovery Plan, which converts 45% of the debts into equity and refinances the remainder with longer terms and better conditions.

According to a source involved in the transaction, the aim of the agreement was to put an end to all tax-related issues for the company, making it easier for the creditor to assume it with minimal baggage. The Raízen opted to include all its debts in the agreement, regardless of the judicial discussions. The debts included discussions related to PIS and Cofins, as well as administrative processes involving age and subsidy.

Excluding the debts still under audit, the agreement contributed to the high discount. The deal, closed with the Federal Revenue and the General Prosecutor's Office of the National Treasury, comes amid the growth of this type of transaction in Brazil. Tax transactions have been allowed by law since 1966, but were only regulated in 2020 with the approval of Law 3988.

Since then, the number of such agreements has been growing annually, ushering in a new phase in the relationship between the Fiscus and the taxpayer. "These agreements take the logic of the bellicose Fiscus and turn it into one of consensus. This was the biggest, but there have been several others before, and this is not the last," the source said.

Recently, Amazon signed a similar agreement worth around R$ 2 billion, while Azul and Gol negotiated debts worth about R$ 7.5 billion. The transaction was assisted by Alvarez & Marsal, Bichara Advogados, and Demarest for Raízen, and E.Munhoz Advogados is advising the company in the negotiations for its Judicial Recovery Plan.