By Brazil Stock Guide – Fleury (B3: FLRY3) has joined forces with Porto (B3: PSSA3) to advance on Oncoclinicas (B3: ONCO3), formalizing a non-binding agreement that restructures both ownership and debt at Brazil’s largest oncology network. The deal, signed early March 22, comes as the company faces mounting default risk and enters a decisive week, with creditors set to vote on a standstill that could determine its survival.
The structure is now clearer. Oncoclinicas would transfer its oncology clinics into a new entity, or NewCo, along with up to R$2.5 billion (about $500 million) in liabilities. Fleury and Porto would jointly control the business through a holding company, investing R$500 million (about $100 million) in equity and an additional R$500 million via convertible debentures. The notes would mature in 48 months, pay 110% of CDI and allow conversion after 36 months or upon a liquidity event.
Crisis accelerates change
The move comes under acute financial pressure. Fitch downgraded Oncoclinicas’ national rating to C(bra), signaling extremely high default risk. The agency projects cash below R$100 million, against maturities of R$745 million in 2026 and R$810 million in 2027. Net debt stands near six times EBITDA, while operating cash flow is expected to be negative by around R$600 million.
In this context, the standstill has become critical. The mechanism would temporarily suspend debt payments, giving the company time to negotiate with creditors and finalize the potential transaction with Fleury and Porto. Without it, the risk of a near-term default increases materially.
Power reshuffle
The transaction also reflects a governance reset. Negotiations included changes at the board level, with founder Bruno Ferrari agreeing to step down, according to O Globo. His exit was a condition for approval by Bradesco, which holds about a 30% stake in Fleury. The move signals that Fleury and Porto are seeking direct influence over strategy and capital allocation.
At the same time, Oncoclinicas granted Fleury and Porto a 30-day exclusivity period starting March 13 to negotiate definitive agreements. Any binding deal remains subject to due diligence, internal approvals and regulatory clearance.
Race for oncology
The bet on oncology reflects structural trends. The segment grows up to 30% annually and represents the largest cost for health insurers. This creates incentives for vertical integration and tighter cost control.
For Fleury, the deal expands beyond diagnostics. For Porto, it reinforces plans to enter the oncology chain and manage claims more directly. For Oncoclinicas, the transaction offers a structured capital solution — but with asset transfers, liability reallocation and reduced control.
The outcome now hinges on timing. The creditor vote on March 24 will test whether the standstill can hold long enough to convert the term sheet into a binding deal — or whether the company slips into a deeper restructuring scenario.
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