BTG Pactual takes near-control stake in Veste as Banco Master retreats under funding stress

Bank keeps financial stance and preserves governance at the premium fashion group behind Le Lis and Dudalina.

Oct 10, 2025 8:45 AM

By Brazil Stock Guide – Banco BTG Pactual S.A. (B3: BPAC11) has raised its stake in Veste S.A. Estilo (B3: VSTE3) to 49.71% of voting shares, according to a filing with Brazil’s securities regulator (CVM) on Thursday, Oct. 9. The increase follows the partial exercise of a share purchase option signed in August, making BTG the company’s largest individual shareholder.

In a letter to Veste’s board, BTG said the acquisition is purely financial, aimed at creating value for its shareholders, and does not seek to change the company’s control or governance structure at this stage. The bank also retained the right to buy up to 4.36 million additional shares (equivalent to 3.81% of capital), depending on the fulfillment of contractual conditions.

In a separate filing, Veste said that WNT Gestora de Recursos — one of the investment vehicles tied to Banco Master — cut its equity position by 30.67 percentage points, to just 0.58% of the company’s capital, confirming the near-complete exit of Master-linked entities from the shareholder base.

Until recently, Veste was controlled by Banco Master, the investment bank led by Daniel Vorcaro, through vehicles such as WNT Gestora de Recursos (49.55%) and Trustee (13.78%), according to the company’s reference form filed with the CVM in August.

Veste S.A. Estilo is the Brazilian premium fashion group behind Le Lis, Dudalina, John John, BO.BÔ, and Individual, all positioned toward the upper-income segment. The company operates two industrial plants, two logistics centers, around 175 own stores, a presence in more than 1,000 multibrand retailers across Brazil, and a fully integrated digital platform.

Despite nearing the 50% threshold, BTG’s position does not alter the current control, still nominally linked to Veste’s founding shareholders, and the bank reiterated that, if it ever attains a majority stake, it will comply with Brazil’s corporate law and CVM rules, with no plan to delist the company.

Banco Master has faced liquidity and capital pressures, compounded by the Central Bank’s decision to block a proposed deal with Banco de Brasília (BRB) that would have brought fresh capital and strategic backing. The sale of part of Veste’s equity stake to BTG reflects a broader effort by Master to deleverage and refocus operations.