By Brazil Stock Guide – Braskem (BRKM5; BAK), Brazil’s largest petrochemical company, is entering a new phase after Novonor — formerly Odebrecht — announced an agreement on Monday (20) to sell its controlling stake to an investment vehicle managed by Vórtx and advised by IG4 Capital, a restructuring firm that took over the creditor block tied to debt secured by Braskem shares.
The transaction, structured as a debt-for-equity swap, covers approximately 50.1% of voting capital and 34.3% of total equity, but remains subject to multiple approvals before closing.
The deal caps a process that began with Novonor’s debt restructuring, in which creditors gained claims backed by Braskem shares. By consolidating those claims and enforcing the guarantees, the IG4-linked vehicle moves from creditor to controlling shareholder without a meaningful cash outlay — a hallmark of special situations investing.
Debt-for-equity structure
The transaction is financial in nature rather than strategic. The buyer will receive more than 226 million common shares and 47 million Class A preferred shares, effectively securing control of the company. In exchange, Novonor will receive debentures issued by NSP Investimentos, converting its exposure into debt instruments and reshaping its balance sheet.
Shared control with Petrobras
Despite the ownership shift, Braskem will not have a single controlling shareholder. A new shareholders’ agreement establishes shared control with Petrobras (PETR4), a key shareholder and feedstock supplier (naphtha), with equal board representation and consensus required for major decisions.
Petrobras said in a filing on Monday it is still evaluating the transaction before deciding whether to exercise its preemptive and tag-along rights under the current shareholders’ agreement.
The structure reduces unilateral risk but adds complexity, requiring alignment between a financial sponsor focused on restructuring and an industrial partner with strategic interests in the sector.
Tender offer to set benchmark
The deal includes a mandatory public tender offer for minority shareholders under the same terms as the control transaction. Beyond regulatory compliance, the offer will serve as a key valuation benchmark and liquidity event for investors.
Closing still conditional
The transaction remains subject to several conditions:
Approval within Novonor’s court-supervised restructuring process
Regulatory and antitrust clearance
Non-exercise of Petrobras’ preemptive rights
Filing and approval of the tender offer
While some approvals have already been secured, others remain pending, including review in Europe under foreign subsidies rules. In practice, control has been agreed, but not yet transferred.
IG4 enters with a clear restructuring mandate. Known for investing in distressed assets, the firm is expected to lead both financial and operational changes at Braskem. The company faces pressure from weak petrochemical spreads, high leverage, significant liabilities, and volatile feedstock costs — making execution critical.
According to reporting previously published by Brazil Stock Guide, IG4 has already defined key leadership roles for the company’s next phase: Helcio Tokeshi is expected to become CEO, supported by Carlos Brandão as CFO and Camilla Tápias as head of legal.
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