Santos Brasil Participaçŏes S.A.

Response of the Office of Mergers and Acquisitions
Division of Corporation Finance

May 14, 2025

Via Email

Jennifer Tait
Willkie Farr & Gallagher L.L.P.
jtait@willkie.com

Re:    Tender offer by CMA Terminals Atlantic S.A. for Santos Brasil Participaçŏes. S.A.

Dear Ms. Tait:

We are responding to your letter dated May 13, 2025, addressed to Tiffany Posil and Christina Chalk. To avoid having to recite or summarize the facts set forth in your letter, we attach a copy of your correspondence and the accompanying letter from Brazilian counsel. Unless otherwise noted, capitalized terms in this response letter have the same meaning as in your letter.

Based on the facts and representations in your May 13, 2025 letter, the staff of the Division of Corporation Finance will not recommend enforcement action under Rule 14e-1(b) under the Exchange Act if the Bidder conducts the Unified Tender Offer in the manner described in your letter. In issuing this no-action letter, we considered in particular the following representations:

• if the Bidder increases the price in the Auction, the Bidder will provide a Put Right Period of at least 10 U.S. business days after such increase; and
• under Brazilian law, the Bidder must adjust upward the price paid for Shares tendered during the Put Right Period, which upward adjustment will vary depending on the date the Put Right is exercised by any shareholder.

The no-action relief provided is based on the representations made to the Division in your letter. Any different facts or conditions may require the Division to reach a different conclusion. Further, this response does not express any legal conclusion on the questions presented or any views on any other questions that the transaction may raise.