Petrobras Waives Rights in Braskem Deal as IG4 Advances Debt Restructuring

By Brazil Stock Guide – Petrobras (B3: PETR3, PETR4; NYSE: PBR) said its board approved the non-exercise of preemptive and tag-along rights in a potential transaction involving shares of Braskem (B3: BRKM3, BRKM5, BRKM6; NYSE: BAK) held by NSP Investimentos, a subsidiary of Novonor (former Odebrecht). The decision removes a potential obstacle to the transfer of that stake to the Shine I Fundo de Investimento em Direitos Creditórios (FIDC), a vehicle structured by IG4 Capital, and marks a relevant step in the reshaping of Braskem’s control structure.

The Shine I FIDC is central to IG4’s strategy to reorganize roughly R$ 20 billion in bank claims against Novonor. By consolidating creditors under a single structure, the private equity firm seeks to restructure the holding company’s liabilities in a way that could ultimately facilitate the transfer of its Braskem stake and redefine the petrochemical group’s ownership framework.

Petrobras holds approximately 36% of Braskem’s total share capital and about 47% of its voting shares, positioning it as a decisive shareholder in any control rearrangement. In late December, the state-controlled oil company chose to participate as a consenting intervenor in the filing submitted to Brazil’s antitrust authority, Cade, to streamline regulatory review of the potential transaction. At the time, Petrobras stressed that the move did not constitute a final decision regarding Braskem’s control nor restrict the future exercise of its rights under the shareholders’ agreement.

Following a February 11 board meeting, however, Petrobras opted not to exercise those rights at this stage, considering the status of negotiations, and authorized management to implement the decision. The company said further material developments — including receipt of definitive transaction terms — will be disclosed in due course.

The progression of IG4’s restructuring blueprint, combined with Petrobras’ decision to step aside despite its near-blocking minority in voting capital, may alter governance dynamics at one of Latin America’s largest petrochemical producers. Whether the creditor-led engineering translates into a durable shift in control will depend on the final structure of the deal and the contours of any future shareholders’ agreement.