SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE TO
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
AMENDMENT NO. 2

COSAN LIMITED
(Name of Subject Company (Issuer) and Filing Person (Offeror))

CLASS A COMMON SHARES, PAR VALUE U.S.$0.01 PER SHARE
(Title of Class of Securities)

G25343107
(CUSIP Number of Class of Securities)

MARCELO EDUARDO MARTINS
(55)(11) 3897-9797
RI@COSAN.COM.BR
AV. BRIGADEIRO FARIA LIMA, 4100 – 16TH FLOOR
SÃO PAULO, SP 04538-132, BRAZIL
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Filing Persons)

Copy to:
MANUEL GARCIADIAZ, ESQ.
DAVIS POLK & WARDWELL LLP
450 LEXINGTON AVENUE
NEW YORK, NEW YORK 10017
(212) 450-4000

CALCULATION OF FILING FEE

☒ Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Check the appropriate boxes to designate any transactions to which the statement relates:

Check the following box if the filing is a final amendment reporting the results of the tender offer: ☐

This Amendment No. 2 (this “Amendment No. 2”) amends and supplements the Tender Offer Statement on Schedule TO originally filed with the Securities and Exchange Commission (the “SEC”) on August 28, 2019, as amended and supplemented by Amendment No. 1 (“Amendment No. 1”) filed with the SEC on September 12, 2019 (as may be further supplemented or amended from time to time, the “Schedule TO”), by Cosan Limited (the “Company” or “we”), a limited liability exempted company incorporated under the laws of Bermuda, in relation to the Company’s offer (the “Offer”) to purchase for cash up to an aggregate amount of U.S.$357,500,000 Class A Common Shares, par value U.S.$0.01 per share, at a purchase price not greater than U.S.$15.50 nor less than U.S.$13.05 per Class A Common Share, in cash, less any applicable withholding taxes and without interest, upon the terms and subject to the conditions set forth in the Offer to Purchase dated August 28, 2019, as amended and supplemented by Amendment No. 1 (as may be further supplemented or amended from time to time, the “Offer to Purchase”) and in the related Letter of Transmittal dated August 28, 2019, as amended and supplemented by Amendment No. 1 (as may be further supplemented or amended from time to time, the “Letter of Transmittal”).

This Amendment No. 2 is being filed to amend and supplement certain provisions of the Schedule TO and the Exhibits thereto. Except as amended hereby to the extent specifically provided herein, all terms of the Offer and all other disclosures set forth in the Schedule TO and the Exhibits thereto remain unchanged. This Amendment No. 2 should be read in conjunction with the Schedule TO and the Exhibits thereto. Capitalized terms used but not defined herein have the meanings ascribed to them in the Schedule TO and the Exhibits thereto.

ITEM 11. ADDITIONAL INFORMATION

Item 11 of the Schedule TO is hereby amended and supplemented as follows:

On September 26, 2019, the Company issued a press release announcing the preliminary results of the Offer, which expired at 11:59 P.M., New York City time, on September 25, 2019. A copy of the press release is incorporated by reference herein as Exhibit (a)(1)(L) to the Schedule TO.

ITEM 12. EXHIBITS.

Item 12 and the Exhibit Index of the Schedule TO are hereby amended and supplemented by adding the following exhibit:

(a)(1)(L) Press Release dated September 26, 2019.

Signature

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

Date: September 26, 2019

Exhibit Index

(a)(1)(L)

COSAN LIMITED ANNOUNCES PRELIMINARY RESULTS OF ITS TENDER OFFER

SÃO PAULO, SP, BRAZIL (September 26, 2019) – Cosan Limited (NYSE: CZZ) announced today the preliminary results of its tender offer to purchase its Class A common shares, or the shares, at (i) prices specified by the tendering shareholders of not greater than U.S.$15.50 nor less than U.S.$13.05 per share or (ii) at the purchase price determined in accordance with the tender offer. The tender offer expired at 11:59 p.m., New York City time, on September 25, 2019.

Based on the preliminary count by Computershare Trust Company, N.A., the Depositary for the tender offer (the “Depositary”), a total of 10,244,806 Class A common shares of Cosan were properly tendered and not properly withdrawn at a price of U.S.$15.50 per share, the maximum cash purchase price in the price range specified in the tender offer, including 1,782,583 shares that were tendered through notice of guaranteed delivery.

In accordance with the terms and conditions of the tender offer, and in view of the preliminary results, Cosan expects to accept for payment an aggregate of 10,244,806 shares at a purchase price of U.S.$15.50 per share. The shares expected to be repurchased represent 7.55% of Cosan’s issued and outstanding Class A common shares as of September 25, 2019.

The number of shares to be purchased and the purchase price per share are preliminary and subject to change. The determination of the final number of shares to be purchased and the final purchase price per share is subject to confirmation by the Depositary of the proper delivery of all shares validly tendered and not withdrawn, including shares to be delivered in accordance with notices of guaranteed delivery within the settlement period. The actual number of shares validly tendered and not withdrawn and the final purchase price per share will be announced following the completion of the confirmation process and the expiration of the guaranteed delivery period. Payment for the shares accepted for purchase will occur promptly thereafter. Payment for shares will be made in cash, without interest.

About Cosan

Cosan Limited (NYSE: CZZ) is an energy and infrastructure conglomerate and, when considered together with our joint venture entities formed with Shell Brazil Holdings B.V. (i.e., Raízen Combustíveis S.A. and Raízen Energia S.A., collectively known as “Raízen”), a Brazilian market reference in fuel distribution, sugar and ethanol production, natural gas distribution and railway-based logistics.

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All statements contained in this press release, other than statements of historical fact, are forward-looking statements, including those regarding the expected timing of the tender offer described in this press release. These statements speak only as of the date of this press release and are based on our current plans and expectations and involve risks and uncertainties that could cause actual future events or results to be different from those described in or implied by such forward-looking statements, including risks and uncertainties regarding: changes in financial markets; changes in economic, political or regulatory conditions or other trends affecting the ethanol, sugar and logistics industries; and changes in facts and circumstances and other uncertainties concerning the completion of the tender offer. Further information about these matters can be found in our Securities and Exchange Commission filings. Except as required by applicable law or regulation, we do not undertake any obligation to update our forward-looking statements to reflect future events or circumstances.