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IG4 Offers Oncoclínicas R$ 500 Million as operator Disputes Threaten Restructuring Revenue

Proposal includes convertible debentures and usufruct rights over shares, but amounts to less than 10% of the R$5.1 billion in debt covered by the restructuring plan.

Brazil Stock Guide — Oncoclínicas’ (ONCO3) out-of-court restructuring is beginning to reveal a battle that extends well beyond the renegotiation of R$5.1 billion in debt. While investment firm IG4 has offered to inject R$500 million into the oncology provider, two major health operator are threatening to withdraw contracts, patients and revenue that may be critical to keeping the restructuring afloat.

IG4’s preliminary, non-binding offer calls for the subscription of R$500 million in convertible debentures and the establishment of usufruct rights over Oncoclínicas shares. The proposed structure is subject to an agreement with the company’s existing shareholders and other conditions that have not been disclosed.

The proposal was submitted on Wednesday, July 15, one day after reports emerged that the special-situations investor was seeking to participate in the oncology group’s restructuring. Oncoclínicas said no offer has been accepted and that it has made no commitment or entered into any obligation involving IG4.

Fresh capital will not eliminate the need for a deep restructuring

Although significant for a company facing severe liquidity constraints, IG4’s proposed investment represents less than 10% of the R$5.16 billion in claims covered by the out-of-court restructuring.

A petition filed with São Paulo’s 3rd Bankruptcy and Judicial Reorganization Court identifies R$8.28 billion in total liabilities to be restructured. Of that amount, R$3.12 billion consists of intercompany claims and therefore does not count toward the creditor approval threshold.

By the time the petition was filed, creditors holding R$1.91 billion in claims had signed on to the plan, representing 37% of the eligible debt. That exceeds the initial one-third threshold required under Brazilian law, but Oncoclínicas must still secure support from creditors representing more than 50% of the claims to obtain court approval and bind dissenting creditors to the restructuring terms.

In other words, Oncoclínicas does not need to persuade every creditor. It needs approximately R$673 million in additional creditor support to make the plan binding on holdouts.

The company has 90 days to reach the required threshold. It has also requested a 180-day stay on lawsuits, enforcement proceedings, collection efforts, withholding, setoffs and asset-seizure measures involving claims subject to the restructuring.

The plan may combine shareholder funding, debt-to-equity conversions, the replacement of existing obligations with new debt instruments and extended repayment schedules. The final economic terms — including any haircuts, interest rates, grace periods and maturities — have yet to be disclosed in detail.

IG4’s R$500 million would therefore serve as an anchor for the restructuring, rather than a standalone solution. The process will continue to depend on creditor concessions, potentially additional capital and, most importantly, the preservation of operating cash flow.

Usufruct structure could reshape the balance of power

IG4’s proposal goes beyond purchasing convertible debentures. It also includes the establishment of usufruct rights over Oncoclínicas shares, subject to an agreement with the company’s current shareholder base.

The filing does not identify which shareholders would grant usufruct rights over their stock, which economic or voting rights would be transferred, or what stake IG4 could ultimately hold if it converted the debentures into shares.

It is also unclear whether the structure would merely serve as collateral for the investment or give IG4 influence over corporate governance even before the debentures are converted.

Those details will be crucial in assessing the potential dilution of existing shareholders and any redistribution of power among investors, creditors and IG4. The investment firm has participated in other complex corporate situations, including Braskem, in which it is a shareholder. It typically seeks an active role in the financial and operational restructuring of its investments.

In Oncoclínicas’ case, the proposed investment could be negotiated alongside a broader debt-to-equity conversion. Under such a scenario, the company’s financial survival could come at the cost of a substantial reduction in existing shareholders’ economic interests.

Porto has signaled its intention to terminate partnership

As it seeks fresh capital, Oncoclínicas is also trying to prevent the loss of contracts that it considers essential to maintaining its operations. The restructuring petition shows that companies linked to insurer Porto Seguro notified Oncoclínicas on May 21 of their intention to terminate a partnership covering cancer treatment services.

According to the filing, Porto cited two grounds for termination. The first was a contractual clause allowing the agreement to be canceled if Oncoclínicas entered an out-of-court restructuring. The second was an alleged failure to meet the minimum service-level agreement, or SLA, for the delivery of oral chemotherapy drugs.

According to the notice cited in the petition, Oncoclínicas failed to meet the minimum 85% service level in February, March and April 2026. Porto had previously joined forces with Brazilian diagnostics company Fleury in an unsuccessful attempt to structure a transaction that would support Oncoclínicas.

The newly disclosed dispute is particularly significant because it suggests that the financial crisis may have begun to affect a critical part of the company’s operations. Oncoclínicas attributes part of its cash-flow difficulties to the high cost of drugs — many of which are imported — and the longer payment cycles imposed by insurers.

The company says its partnership with Porto remained operational after the termination notice and is asking the court to prevent the contract from being canceled. According to the petition, roughly 8,700 patients linked to Porto were seen at Oncoclínicas’ chemotherapy and radiotherapy facilities in 2025, with approximately 4,400 receiving treatment.

In 2026, about 7,500 patients were registered, of whom approximately 3,700 underwent treatment.

Unimed Recife poses the most immediate threat

The dispute with Unimed Recife represents an even more direct risk to the restructuring. According to Oncoclínicas’ account to the court, the group invested R$280 million in a 30-year partnership to provide outpatient oncology care and therapies for immune-mediated diseases to the insurer’s members. The final R$61.6 million installment was allegedly paid in March 2026.

In return, Unimed Recife allegedly agreed to direct 98% of its annual spending on those services to Oncoclínicas companies, maintain their provider status and guarantee a minimum level of demand.

The relationship deteriorated amid drug-supply difficulties, delayed payments, denied claims and withheld funds. In June, Unimed Recife obtained a preliminary injunction temporarily suspending exclusivity provisions and contractual requirements to direct patients to Oncoclínicas.

The ruling also allowed the insurer to take over patient care directly, purchase drugs, hire alternative providers and reoccupy subleased areas at the Unimed Recife Hospital Complex.

In its São Paulo petition, Oncoclínicas does not challenge the need to preserve continuity of patient care. It argues, however, that Unimed Recife is using an emergency measure to take back full control of an operation for which Oncoclínicas had only recently completed payment.

According to allegations presented to the São Paulo court, the insurer blocked treatment authorizations, redirected patients, sought to absorb medical professionals and demanded broad access to patient records and clinical information.

Oncoclínicas says it remained responsible for payroll, licenses, equipment maintenance, inventories and other facility costs while losing part of the revenue generated by patient care. These allegations have not yet been adjudicated and represent Oncoclínicas’ account of the dispute.

Denied claims, discounts and drugs at risk

The petition also accuses Unimed Recife of withholding R$8.47 million related to treatments mandated by court rulings against the insurer itself. In a separate episode, Unimed allegedly recognized only R$3.47 million of R$7.4 million in previously denied claims submitted by Oncoclínicas. The company says it accepted a discount of more than 50% because it urgently needed cash to purchase drugs.

According to the filing, more than R$4 million in oncology drugs and biologic medicines are currently stored at the Recife facilities. Oncoclínicas argues that those products could expire if treatment authorizations remain blocked and patients are transferred elsewhere.

The operation serves 1,669 patients across four Recife facilities, according to the petition. The company also points to risks facing 26 employees directly assigned to its Infusion and Oncology Center and another 105 professionals working at its Multihemo facilities in the city.

Oncoclínicas is asking the court to restrict Unimed Recife’s direct intervention to specific cases in which the company is unable to treat a patient. It also wants to prevent a wholesale transfer of the patient portfolio and unrestricted use of its equipment, inventories, facilities and information.

A vicious circle of pressure on cash flow

The disputes help illustrate the challenge facing the restructuring. Oncoclínicas attributes its crisis to a combination of rapid expansion, acquisitions financed during a period of lower interest rates, rising borrowing costs, slower-than-expected integration of acquired clinics and pressure from insurers on prices and payment terms.

The group also cites denied claims, litigation, exchange-rate volatility and the high cost of medicines as factors that squeezed margins and cash flow. Oncoclínicas generated more than R$5.7 billion in net revenue in 2025, according to the petition. It operates more than 200 facilities in over 30 cities and says it treated 517,000 patients over the past three years.

The company argues that it has a strategically relevant operation and resilient demand, but a capital structure that is no longer compatible with its current cash-generation capacity.

Its financial difficulties, however, can lead to supply failures and contractual disputes. Those disputes may then cost the company patients and revenue, deepening the same liquidity shortage that triggered the restructuring.

That is the cycle Oncoclínicas must break. IG4’s offer could provide capital and time, while the out-of-court restructuring could extend debt maturities. But neither will be sufficient if Oncoclínicas loses the operations that are supposed to generate the cash needed to meet the terms of its new financial plan.

Shareholders to vote on restructuring in August

Oncoclínicas has called a fully virtual extraordinary shareholders’ meeting for August 5. Investors will be asked to ratify the out-of-court restructuring filing and authorize management to take the measures required to implement it.

The meeting is likely to formalize decisions that have already been made. The most consequential questions, however, will remain outside the agenda: the final debt terms, IG4’s potential ownership stake, the scope of the usufruct rights over shares and the extent to which existing investors may be diluted.


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