Davis Polk & Wardwell LLP is advising Cosan S.A. Indústria e Comércio in connection with the definitive agreements providing for the creation of a proposed $12 billion joint venture with Shell International Petroleum Company Limited for the production of sugar, ethanol and power as well as supply, distribution and sale of fuels. Cosan is the world’s largest sugarcane producer and crusher; Brazil’s largest and one of the world’s three largest sugar producers; Brazil’s largest and the world’s second-largest ethanol producer; and one of the largest fuel distributors in Brazil.

Under the terms of the definitive agreements, Cosan will contribute certain assets and liabilities to the Joint Venture, including its sugar and ethanol mills, its energy co-generation business, its fuel distribution and fuel retail businesses and its ethanol logistics assets. Shell will contribute certain assets to the Joint Venture, including its Brazilian fuel distribution and retail businesses (including aviation) and its equity stakes in companies involved in the research and development of biomass fuels, including ethanol. In addition, Shell will make a capital contribution to the Joint Venture in the amount of approximately $1.6 billion (as adjusted from $1.625 billion net of certain payments to Shell and its affiliates).

The Davis Polk corporate team includes partners John D. Amorosi, Manuel Garciadiaz and Michael Davis and associates Paul D. Hodgdon, Carson T. Stewart, Brian J. Snyder, Aman Solomon, Brett D. Fieldston, Shingira Masanzu and Abdurahman Ravat. The tax team includes partner William H. Weigel and associates Michelle Messer and Niya Tang. Counsel Betty Moy Huber and associate Brianne M. Lucyk are providing environmental advice. Partner Frank J. Azzopardi and associate Matthew J. Bacal are providing intellectual property advice. Associate Ann Becchina is providing benefits advice. Partner Arthur J. Burke and counsel Stephen M. Pepper are providing antitrust advice. All members of the Davis Polk team are based in the New York office.