By Brazil Stock Guide – Invepar’s financial restructuring has entered a new phase, exposing an exact split among shareholders over the future capital structure of the infrastructure holding company that controls Brazil’s largest airport, São Paulo’s Guarulhos International Airport.
Invepar has hired Laplace to advise on the next stage of the negotiations, replacing BR Partners, according to people familiar with the matter. The change comes after more than a year of efforts to reorganize the company’s liabilities and just weeks after a shareholder meeting revealed a 50-50 deadlock over measures designed to give Invepar greater financial flexibility.
At an extraordinary shareholders’ meeting resumed on July 20, a proposal to increase the company’s authorized capital by R$1.5 billion ended in a 50-50 tie. Another proposal that would have allowed the board to approve the issuance of debentures convertible into shares within the authorized capital limit was blocked by the same deadlock.
The split reflects two shareholder blocs that have taken opposing positions in the discussions, according to people familiar with the negotiations. On one side are Previ, the pension fund for Banco do Brasil employees, and Yosemite Fundo de Investimento em Participações, a fund administered by BTG Pactual. On the other are Petros, the pension fund associated with Petrobras employees, and Funcef, the pension fund for employees of state-owned lender Caixa Econômica Federal.
The meeting minutes provide a glimpse of that divide. Petros and Funcef sought another 30-day suspension of the meeting, while Previ and Yosemite pushed for the deliberations to proceed as part of an effort to professionalize management and give the airport business renewed momentum. The two key proposals involving Invepar’s capital structure subsequently ended in exact ties.
Guarulhos at the center of the equation
The dispute takes on greater significance because today’s Invepar is a very different company from the diversified infrastructure group that once controlled highways, urban mobility systems and other assets.
After years of asset sales, restructurings and transfers of equity stakes to creditors, GRU Airport has become by far its most strategically important asset. Invepar controls the concessionaire responsible for São Paulo International Airport in Guarulhos alongside South Africa’s Airports Company South Africa.
That means any restructuring that significantly alters Invepar’s capital structure could also shift the balance of economic power within the holding company that controls Brazil’s largest airport.
The current dispute centers on the design of Invepar’s financial restructuring. In practice, however, the future of the holding company — and the distribution of influence among its shareholders — is closely tied to the value of its flagship asset.
The negotiations are no longer focused solely on extending debt maturities. They also involve how shareholders and creditors will share the financial burden required to put Invepar on a more sustainable footing, according to people familiar with the discussions.
The R$1.5 billion proposal
The July shareholder meeting provides the clearest public evidence of how the negotiations have spilled over into Invepar’s capital structure.
Management proposed raising the authorized capital ceiling by R$1.5 billion. Approval would not have required shareholders to immediately inject that amount into the company. It would, however, have created room for future capital increases without another amendment to the bylaws.
The second proposal was potentially even more significant for a restructuring. Invepar sought to give its board authority to approve the issuance of debentures convertible into shares, subject to the authorized capital ceiling.
The proposal did not mean a debt-for-equity conversion had already been agreed. It would, however, have given management another tool to structure a potential transaction involving both debt and equity.
Neither proposal secured a majority.
Shareholders did approve provisions explicitly preserving their preemptive rights in any capital increase, including securities carrying rights to subscribe for new shares, with a minimum 30-day period to exercise those rights.
The consolidated bylaws published on Aug. 4 kept authorized capital at approximately R$3.93 billion, compared with current share capital of R$3.87 billion. In other words, management failed to secure the additional R$1.5 billion of headroom it had sought.
Two blocs, half the votes each
Invepar’s shareholder arithmetic helps explain why breaking the deadlock is so difficult.
According to people familiar with the discussions, Previ and Yosemite form one 50% bloc, while Petros and Funcef account for the other 50%. Neither side can therefore impose a solution on the other.
The company’s governance structure adds another layer of complexity. Its board has four members, and decisions are made by majority vote. The chairman does not have a casting vote in the event of a tie.
What began as a debt negotiation has therefore evolved into a governance challenge as well.
A restructuring that has already cost Invepar assets
Invepar has been trying to reduce its debt burden for several years. An earlier restructuring agreement contemplated a significant reduction in debt through exchanges for stakes in companies within the group. The terms were amended again in October 2023 to establish new conditions for the partial repayment of outstanding debentures.
The situation deteriorated in May 2025, when Invepar’s third and fifth debenture issuances were accelerated. The company took legal measures and entered into successive standstill agreements to preserve negotiations with creditors.
That particular phase of the crisis was subsequently resolved.
On Dec. 31, 2025, Invepar transferred a 60.3% stake in Lamsa — the concessionaire that operated Linha Amarela, one of Rio de Janeiro’s main urban expressways — to Mubadala as payment in kind, fully settling R$349.8 million owed on debentures held by the investor. Invepar retained a 39.7% stake.
On Feb. 1, 2026, the remaining debenture holders acknowledged that the acceleration event had been cured. With its financial obligations back in good standing, Invepar opted not to renew the standstill agreements.
That did not, however, bring the broader restructuring to an end.
In filings with Brazil’s securities regulator, the CVM, Invepar says it remains in negotiations to extend its debt maturity profile. It also says that, with the assistance of specialized advisers, it continues to evaluate funding alternatives aimed at injecting the liquidity needed to support the business over the long term.
Laplace takes over the next phase
It is against this backdrop that Invepar decided to replace BR Partners with Laplace as financial adviser on the restructuring, according to people familiar with the matter.
BR Partners had advised the company during earlier stages of the process, including the solution involving the transfer of the Lamsa stake to Mubadala. Laplace is stepping in at a different point in the restructuring: the acceleration of the debentures has been cured, but Invepar still needs to extend its debt maturities and find a longer-term solution for its financial structure.
The challenge is that alternatives involving a significant capital injection, convertible instruments or a broader capital restructuring run directly into the shareholder split exposed at the July meeting.
Invepar’s bylaws give the board authority to approve borrowings above R$50 million and issuances of securities or debt instruments, except for matters reserved for shareholders under Brazilian law or the company’s own bylaws.
Invepar therefore enters the next phase of its restructuring caught between finance and governance. It needs a structure that gives its balance sheet more breathing room, while its shareholders remain divided over some of the very instruments that could be used to achieve that goal.
Previ and Petros told Brazil Stock Guide they would not comment. Funcef, Invepar, BR Partners and Laplace did not respond to requests for interviews before publication.
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