Copasa has moved into the decisive phase of its privatization after opening a registration window until May 8 for investors interested in becoming strategic shareholders in the Minas Gerais sanitation company. The process involves the sale of roughly 30% of the company’s capital — equivalent to about R$7 billion at its current market value of around R$22 billion.
The format itself is not new. As in the case of Sabesp, the state is not selling everything. Instead, it selects a reference investor to take a significant stake and lead the company’s universalization strategy, while retaining a golden share and roughly 5% of the equity. In theory, this blends private capital with a degree of public influence. In practice, the success of the model depends on how clear the rules of the game are — and on who else is already at the table.
Copasa will reach the offering — if it proceeds as planned — with a detail that complicates the script: a private shareholder already holds roughly 15% of the company. One of them is Perfin, an asset manager backed by BTG Pactual. This does not prevent privatization, but it changes its nature. The investor acquiring the 30% stake will not face a dispersed shareholder base, but another significant block already in place. Control, therefore, is no longer implied — it must be negotiated.
The documents released so far explain how investors enter the transaction, but leave open how power will be exercised afterward. The law grants the state veto power through a golden share, though with a narrowly defined scope — mainly focused on institutional matters and the preservation of governance rules, such as potential caps on voting rights.
Even so, key details remain unclear, including how these provisions will be applied in practice and whether typical market mechanisms — such as mandatory tender offer triggers in case of increased ownership — will be introduced. Many uncertainties also depend on recommendations from the State Audit Court (TCE-MG) and on how many municipalities will adhere to the universalization plan. So far, only Belo Horizonte has renegotiated a long-term contract with the company.
Without these definitions, risks for non-aligned investors may be both political and governance-related. Copasa may not be selling full control, but something more nuanced: a meaningful seat at an already occupied table — one that rarely commands a full premium.
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