By Brazil Stock Guide — Braskem (B3: BRKM3, BRKM5, BRKM6; NYSE: BAK) said on Monday (Dec. 15) it has entered a 60-day exclusivity period to negotiate a potential transaction that could lead to a change in control of Brazil’s largest petrochemical producer, marking a decisive step in the long-running restructuring of shareholder Novonor, formerly Odebrecht.
The talks involve Shine I Credit Rights Investment Fund (FIDC), managed by Vórtx Capital and advised by IG4, and follow the signing of a definitive and binding agreement between the fund and banks (Bradesco, Itaú Unibanco, Santander, BNDES and Banco do Brasil) that are creditors of NSP Investimentos, the Novonor holding company that owns a controlling stake in Braskem. Under the agreement, the FIDC will acquire approximately R$ 20 billion in bank credits secured by fiduciary liens over Braskem shares held by NSP.
The structure opens the way for a debt-to-equity conversion. If the transaction is completed as outlined, an IG4-advised fund or affiliate would become, directly or indirectly, the holder of 50.111% of Braskem’s voting capital and 34.323% of its total share capital, effectively taking control of the company. Novonor would retain a 4% stake, held through preferred shares with no governance rights beyond those required under applicable regulation.
During the exclusivity period, the parties have committed to refrain from parallel negotiations and to work toward defining the final transaction structure, negotiating definitive agreements and preparing the filing required for review by Brazil’s antitrust authority, Cade. Novonor said it has formally informed the FIDC of the need to comply with Braskem’s existing shareholders’ agreement, a key governance element given the company’s complex ownership structure.
According to IG4, a new shareholders’ agreement is expected to be signed between the investment fund and Petrobras, establishing a co-control structure at Braskem. Novonor would no longer be a party to the company’s governance. IG4 also said Braskem’s current management team and advisors will remain in place and that the transaction is purely at the shareholder level, with no immediate operational changes, a point likely to be closely watched by minority investors.
For Braskem, the potential change in control would represent one of the most significant corporate shifts since the Odebrecht group lost operational influence following corruption investigations in the last decade, compounded by environmental liabilities linked to mining activities in the state of Alagoas. While the company is not a party to the negotiations, it acknowledged receipt of the formal notices and said it will keep the market informed of any material developments, in accordance with Brazilian securities regulation
Read more: EXCLUSIVE: IG4 Sets Braskem’s New Leadership as Control Transfer Nears
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