By Brazil Stock Guide — Brazil’s securities regulator has opened a formal investigation into the management of R$1.5 billion raised by Oncoclínicas (B3: ONCO3) after the money was placed in certificates of deposit issued by Banco Master, turning a 2024 capital increase into a new and potentially serious corporate-governance issue for the cancer-care provider.
The CVM decided in June to open an inquiry aimed at determining whether Oncoclínicas executives and directors may be held responsible for the investment, according to a report published Tuesday by UOL columnist Natália Portinari. The proceeding can ultimately result in sanctions including fines and disqualification from serving as a director or officer of publicly traded companies.
The investigation follows an unusual trail for the proceeds of the capital increase.
Oncoclínicas announced the R$1.5 billion transaction in May 2024. Two investment funds linked to Banco Master committed to subscribe for as much as R$1 billion, while then-CEO and founder Bruno Ferrari agreed to invest as much as R$500 million.
The money received by Oncoclínicas was deposited in accounts at Banco Master. The following day, according to documents cited by UOL, the company placed R$1.5 billion into CDBs — Brazilian certificates of deposit — issued by the bank itself.
The decision was not submitted to a vote by Oncoclínicas’ board, according to the technical opinion that led to the CVM investigation. Instead, a Banco Master representative proposed by email a 90-day CDB paying 120% of Brazil’s CDI interbank rate to then-CFO Cristiano Affonso Ferreira de Camargo, who agreed to the proposal.
What was initially described as a short-term investment would ultimately remain tied to Banco Master for roughly 18 months.
A 90-day investment that lasted 18 months
According to UOL, Oncoclínicas told the CVM that the first CDB was expected to mature on Aug. 23, 2024, 90 days after the investment. But the trading confirmation submitted to the regulator showed a maturity date in May 2026.
The funds were also reinvested in new CDBs in June and July 2024. The technical opinion cited by UOL does not identify who authorized those renewals.
By August, the discrepancy had become operationally relevant.
Camargo asked Banco Master to redeem R$200 million, only to be told that the money did not yet have liquidity. The CFO then acknowledged that he had calculated the 90-day period from the original May investment and rescheduled the withdrawal.
The episode means that Oncoclínicas was aware by then that at least part of the money did not have the liquidity originally expected.
Yet the exposure remained substantial.
By October 2024, Banco Master CDBs accounted for 74% of all financial investments held by Oncoclínicas, according to the CVM analysis reported by UOL. The regulator found no board-approved investment policy and no study establishing criteria that would justify such a concentration in securities issued by a single financial institution.
The company’s fiscal council and audit committee told the regulator they only became aware of the investment in February 2025, while reviewing the previous year’s financial statements.
Banco Master was not identified in the 2024 accounts
The concentration also raises disclosure questions.
Oncoclínicas’ 2024 financial statements said its securities investments were yielding between 104% and 120% of CDI but did not specifically identify Banco Master as the issuer or disclose the scale of the concentration.
According to UOL, the CVM technical opinion said the accounts lacked a detailed reference to the Master CDBs. The regulator also found that the concentration was not identified among the company’s risk factors in its 2024 or 2025 reference forms.
Oncoclínicas told the regulator that Deloitte, its independent auditor, had not identified deficiencies in the company’s decision-making processes, according to the report.
The consequences became much more significant after Banco Master was liquidated in 2025.
Oncoclínicas was unable to recover R$430.9 million still exposed to the bank and recognized the amount as a loss. Its 2025 financial statements later referred to significant uncertainty related to the company’s ability to continue as a going concern.
The company is now undergoing an extrajudicial restructuring involving roughly R$5.1 billion of debt, adding financial relevance to a decision that began as a treasury investment two years earlier.
The other side of the R$1.5 billion transaction
The CVM investigation adds a new dimension to the May 2024 capital increase previously examined by Brazil Stock Guide.
Public documents reviewed by BSG showed that investment vehicles linked to Goldman Sachs (NYSE: GS) helped create room for Banco Master-linked funds to participate in the transaction.
Josephina I and Josephina II, investment vehicles associated with the U.S. bank, transferred their preemptive rights to Master-linked funds, increasing the number of shares those vehicles were able to subscribe.
The capital increase itself was approved by Oncoclínicas’ board on May 22, 2024. Ferrari abstained because of his personal participation in the transaction, while the remaining six directors approved the investment agreement and capital increase unanimously and, according to the minutes, without reservations.
Those voting included then-board chairman David Castelblanco, a former managing director in Goldman Sachs’ private-equity business; Allen Gibson of Centaurus Capital; and João Carlos Figueiredo Padin, who at the time headed Goldman Sachs’ Corporate Equity business in Latin America.
Padin also publicly endorsed the transaction, saying the proceeds would be important to Oncoclínicas’ growth strategy and financial strengthening.
The new CVM inquiry concerns a different question.
Rather than examining the decision to allow Banco Master-linked investors into Oncoclínicas, the investigation focuses on what the company’s management did with the proceeds once the capital increase had been completed.
The sequence nevertheless connects the two episodes: vehicles tied to Banco Master participated in a capital increase intended to strengthen Oncoclínicas’ balance sheet, and the cash raised in the transaction was then placed into Banco Master securities.
Leave a Reply