By Brazil Stock Guide – Petrobras (PETR3, PETR4) has formally waived its preemptive and tag-along rights in Braskem (BRKM5), clearing the way for a new shareholder agreement with a fund set to take over the stake currently held by Novonor.
The move effectively ends Petrobras’ path to full control of the petrochemical producer and removes legal uncertainty surrounding the transaction, paving the way for a broader ownership restructuring.
The new agreement establishes a shared control structure, with equal representation on both the board and executive management, and requires consensus on all key decisions — creating a permanent mutual veto system. The Shine I fund, managed by IG4 Capital, will consolidate creditor claims and serve as the vehicle for the transfer of control.
This governance shift reflects a deeper transformation in Braskem’s ownership dynamics. By pledging shares against roughly R$20 billion in debt, Novonor effectively transferred economic control of the company to its creditors. As the group’s financial position deteriorated, debt became a control mechanism — setting the stage for the current restructuring via the fund. At the board level, Novonor had previously held one more seat than Petrobras.
The agreement will only take effect once the share transfer is completed, a step expected to be resolved within Novonor’s ongoing judicial restructuring process. Until then, the current governance structure remains in place. Petrobras and the fund are also expected to propose a new corporate bylaws framework, which will define key governance rules, including voting thresholds and internal powers.
Naphtha at the center
With the ownership structure taking shape, market focus is shifting to operations — particularly Braskem’s naphtha supply contract with Petrobras. The oil major is the company’s main feedstock supplier, with naphtha accounting for roughly 70% of Braskem’s costs in Brazil.
Investors expect the new alignment to lead to more favorable commercial terms — seen as critical to restoring margins and stabilizing cash flow.
Those potential improvements go beyond a simple price discount. Analysts point to possible changes in pricing formulas, extended payment terms, greater volume predictability, and adjustments to take-or-pay clauses — mechanisms that, taken together, could function as an indirect liquidity support tool. In practice, a revised contract could act as a survival lever.
Avoiding a judicial — or even out-of-court — restructuring remains the priority, but any financial relief will necessarily depend on Petrobras, said a person familiar with the discussions.
The history of this contract underscores its importance. The naphtha supply relationship between Braskem and Petrobras was at the center of tensions that later surfaced in the Operation Car Wash probe — one of the first cracks in the company’s long-term deterioration. Over the past 15 years, Braskem has also lost structural competitiveness as low-cost shale gas in the U.S. reshaped the global petrochemical cost curve.
That dependence is clearly reflected in the numbers. Braskem’s cost of goods sold (COGS) totaled around R$69 billion in 2025, highlighting its heavy exposure to feedstock prices. In this context, a 10% reduction in naphtha costs could generate an estimated R$3 billion uplift in EBITDA — effectively doubling current operating earnings. Even assuming a more conservative 70%–80% pass-through, the impact would still be enough to materially change the company’s financial trajectory.
This week, Bradesco BBI said Braskem may see some short-term relief from the approval of the Presiq tax incentive program, antidumping tariffs on polyethylene imports from the U.S. and Canada, and a temporary tightening in global chemical supply linked to the conflict in Iran. Still, the bank warned that underlying fundamentals and capital structure remain under pressure.
Even in a scenario where geopolitical tensions keep spreads elevated through the end of 2026, the bank’s sensitivity analysis suggests leverage could climb back above 10 times net debt to EBITDA by 2027 — a level widely seen as unsustainable.
In that context, the success of the new ownership structure will depend less on governance design and more on whether the new commercial relationship with Petrobras can be translated into real cash generation.
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