Compass Gás e Energia , controlled by Cosan , made progress on Tuesday, April 28, in a corporate restructuring that paves the way for what could be the first IPO (initial public offering) on the B3 stock exchange since December 2021, with the IPO of Nubank, which had a dual listing on the B3 and the New York Stock Exchange.
In a relevant fact, the company informed that it has concluded the partial and disproportionate spin-off of Cosan Dez Participações, an operation that transferred to Compass itself a block of 142.8 million shares previously held by the holding company. With this, Cosan now directly holds approximately 20% of the subsidiary's capital, a stake that was previously indirect.
The reorganization coincides with the launch of Compass's secondary public offering of shares, confirmed by the company. The operation initially involves 89.3 million common shares, belonging to Cosan, Atmos, Bradesco Vida e Previdência, Brasil Capital, Manaslu, Manzat Inversiones and Ricardo Ernesto Correa da Silva.
The volume may increase with the inclusion of up to 42.9 million additional shares and a supplementary lot of 13.3 million shares, the latter intended for price stabilization under the coordination of Bank of America.
According to the preliminary prospectus, the indicative price range is from R$ 28 to R$ 35, which values Compass between R$ 20 billion and R$ 25 billion. Considering the upper limit of the range and the inclusion of the extra and supplementary lots, the offering could reach R$ 5.097 billion.
Since the transaction is entirely secondary, no funds will go to the company's coffers — the entire amount will go to the selling shareholders. Cosan, which may sell up to 15% of Compass's capital, intends to use the proceeds to reduce its debt.
The company also reported that it has requested B3 to migrate to the Novo Mercado segment, the exchange's higher corporate governance standard, replacing the basic segment where it is currently listed. The closing of the bookbuilding process and the determination of the share price are scheduled for May 7th, with trading beginning on the 11th.
The offering is taking place in a volatile global environment, marked by the escalation of conflict in the Middle East, but it has the support of both local and foreign funds, according to the newspaper Valor Econômico .
Bradesco, a partner of Compass, has reportedly reached an agreement to facilitate the transaction. The operation is being coordinated by a consortium of banks, including BTG Pactual (lead), Bank of America, Bradesco BBI, Citi, Itaú BBA, Santander, JPMorgan, XP, BNP Paribas, and UBS BB.
Compass was born as the gas and energy arm of Cosan, a conglomerate founded by Rubens Ometto and traditionally associated with the sugar and ethanol sector. The company consolidated assets in piped gas distribution, infrastructure, and commercialization, becoming one of the group's main bets for diversification beyond ethanol and logistics.
The expansion gained momentum with the acquisition of Comgás, which became Compass's main asset and broadened its presence in the São Paulo market. Over the years, Cosan structured a network of subsidiaries and holding companies to accommodate new businesses, which made its corporate structure complex and frequently subject to internal reorganizations.
The creation of Cosan Dez Participações was part of this process, bringing together strategic holdings, including shares in Compass itself. In recent years, however, the group has faced increasing financial pressure. The combination of high interest rates, heavy infrastructure investments, and volatility in the commodities market has increased consolidated debt.
First warning
The announcement of Compass's IPO came two months after Cosan disclosed that it was evaluating "conducting an initial public offering of shares" issued by Compass. At the time, the company conditioned the actual completion of the IPO on market conditions in Brazil and abroad, as well as corporate approvals.
The February announcement was the second attempt at an IPO for Compass, after coming very close in 2020 when Cosan moved forward with the process of taking Compass public – at the time, it had filed the offer with the Securities and Exchange Commission and was working towards a debut on the Novo Mercado (New Market).
The operation was scheduled to be priced on September 28, 2020, and to begin trading two days later, on September 30, but the company canceled the offering citing deteriorating market conditions.
The potential IPO comes amid capital and governance adjustments that Cosan was forced to make to rebalance the holding company. In September 2025, the company announced a capital increase of R$ 10 billion, led by BTG and Perfin, with participation also from Aguassanta (a family office linked to the founder) and a long-term shareholder agreement.
The capital increase aimed to reduce leverage and provide breathing room for the portfolio at a time when the market was demanding answers regarding debt and capital structure.
In this way, the IPO becomes a potential tool for financial reorganization and can open up space for capital recycling in a holding company that has undergone a significant capital increase and is now facing a more demanding investor, with the entry of new partners into the group.
