By Brazil Stock Guide – Brazilian power producer Eneva SA (B3: ENEV3) secured an additional R$1.78 billion investment from Itaú Unibanco Holding SA (B3: ITUB4), expanding the bank’s equity interest in subsidiary Eneva Participações III SA under a new investment agreement signed Thursday, October 15.
The transaction, valued at precisely R$1,777,202,990.24, was completed through the subscription and payment of newly issued preferred shares in Eneva III, according to a regulatory filing released by Eneva. The shares have no par value and carry restricted voting rights.
The investment increases Itaú’s ownership interest in the subsidiary while preserving Eneva’s control through its ownership of all outstanding common shares.
Following the transaction, Itaú continues to hold 100% of Eneva III’s preferred shares, while Eneva retains 100% of its common shares. The company did not disclose the revised percentage ownership stakes in the subsidiary’s total share capital.
Eneva Secures Buyback Option for 2031-2032
Alongside the investment agreement, Eneva and Itaú amended their existing shareholders’ agreement to reflect the bank’s additional capital contribution.
Under the revised terms, Itaú granted Eneva an option to acquire all preferred shares held by the bank in Eneva III.
Eneva may exercise the option at its sole discretion between January 1, 2031, and December 31, 2032. The agreement also allows for earlier exercise under certain circumstances, subject to contractual conditions.
The arrangement gives Eneva the contractual right to repurchase the bank’s entire preferred equity position within the specified period, without making the repurchase mandatory.
The filing did not disclose a repurchase price or the financial terms governing the potential exercise of the option.
Brazilian Antitrust Regulator Clears Transaction
Brazil’s antitrust authority, the Administrative Council for Economic Defense (Cade), approved the transaction without restrictions.
The clearance was granted under merger-control proceeding No. 08700.007712/2026-11, with the relevant decision published in Brazil’s Official Gazette on August 28, 2026.
According to Eneva, the approval became final before the transaction’s completion.
The regulatory clearance removes an antitrust obstacle to the additional investment and confirms that no conditions were imposed by Cade as part of its authorization.
Investment Expands Existing Financial Partnership
The latest capital injection builds on an existing investment structure between Eneva and Itaú involving Eneva III.
The arrangement separates ownership of preferred and common shares, allowing the lender to increase its equity exposure while Eneva maintains ownership of the subsidiary’s voting common stock.
Preferred shares issued under the latest agreement carry restricted voting rights, distinguishing the bank’s investment from Eneva’s common equity position.
The transaction also provides a defined contractual window for Eneva to potentially consolidate ownership by purchasing Itaú’s preferred shares.
The company did not specify how the additional proceeds would be allocated or provide updated financial projections associated with the investment.
The announcement was signed by Marcelo Habibe, Eneva’s chief financial officer and investor relations officer.
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