By Brazil Stock Guide — Brazil’s northeastern state of Bahia has authorized the sale of a minority stake in natural gas distributor Bahiagás, four years after spending R$540 million to increase its ownership of the company, according to a state government decree and company financial statements.
The decree, signed on October 5, allows the state to sell common or preferred shares while retaining control of the utility. The government has not disclosed the size or expected proceeds of the transaction, which would partially reverse an acquisition completed in 2022.
That year, Bahia acquired the shares previously held by Gaspetro, a former Petrobras subsidiary, increasing its ownership to 58.5% of Bahiagás’s total capital and 75.5% of its voting shares. Japan’s Mitsui holds the remaining 41.5% of total capital.
The proposed divestment comes as Bahiagás remains profitable and prepares a substantial expansion of its distribution network. The company reported net income of R$182.3 million in 2025, down 7.8% from R$197.7 million a year earlier, while earnings before interest, taxes, depreciation and amortization rose 3.6% to R$233.3 million.
Bahiagás plans to invest R$1.86 billion between 2026 and 2031, adding approximately 830 kilometers of pipelines to its network. The expansion includes infrastructure to supply industrial customers in Bahia’s interior, particularly mining operations in the state’s southwest.
The company ended 2025 with more than 100,000 customers and approximately 1,350 kilometers of distribution pipelines.
The financial question is how much value Bahia has generated from the stake it acquired in 2022 and what price it can obtain from selling it now.
Bahiagás paid a combined R$482.6 million in dividends and interest on equity to its shareholders between 2022 and 2025, according to its cash flow statements. The amount represents distributions to all shareholders, not just the state, and does not establish the return on Bahia’s R$540 million acquisition.
The company’s earnings have also fluctuated considerably. Net profit reached R$439.7 million in 2023, boosted by the recognition of tax credits related to previous years, before declining to R$197.7 million in 2024 and R$182.3 million in 2025.
Bahiagás ended 2025 with shareholders’ equity of approximately R$1.15 billion. Its profitability and investment requirements will be important considerations in determining the valuation of any minority stake offered to investors.
Under the decree, the sale must be supported by an independent financial valuation, with a minimum price no lower than the book value of the shares. Mitsui will have preferential rights to acquire the shares offered by the state.
The transaction would be a secondary share sale, meaning proceeds would go to the selling shareholder rather than directly to Bahiagás. Any contribution of those proceeds to the company’s investment program would require a separate arrangement.
The government has not announced a timetable for the sale or disclosed the valuation it intends to use.
The proposed transaction would allow Bahia to monetize part of its investment in the gas distributor while preserving control of a company that remains central to the state’s industrial energy infrastructure.
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