Casas Bahia has taken an important step in its financial restructuring process. In the early hours of December 15th, the retail chain detailed, in a relevant fact statement, its plan that could reduce the face value of its debt by at least R$ 2.8 billion.
The retail chain is proposing a restructuring of its 10th debenture issuance, currently valued at approximately R$ 3.3 billion, followed by an 11th issuance structured in four series. This move reshapes the company's balance sheet and alters its short- and medium-term financial trajectory.
"The company was spending a lot of energy on financial discussions and meetings with banks. If the plan is confirmed, it will end the year with an increase in operating margin and a reduction in leverage, which changes the outlook for macroeconomic changes," says a source close to the company.
Casas Bahia's plan is to approve the proposal at the extraordinary general meetings (EGM) and debenture holders' general meetings (DGM), which will take place on Wednesday, December 17, in order to price and settle the shares on December 26 and have them included in the fourth quarter balance sheet.
The operation, which continues the capital structure transformation plan initiated in 2025, combines discounts on existing debentures, debt-to-equity conversion, and extreme maturity extension, with the goal of easing cash flow, reducing financial expenses, and improving the retailer's risk profile.
Depending on the level of creditor participation, the company's remaining debt could fall to R$ 583 million, in a scenario of minimum debt after the transaction.
Internally, the expectation is that the debt will be around R$400 million and the leverage at 0.8 times. Sources close to the company told NeoFeed that the company has been negotiating with creditors since Friday and is confident of having 50% plus 1 of the votes needed for approval at the shareholder meetings.
The plan's strategy involves exchanging old bonds for new instruments that include significant haircuts on the face value of the debentures, converting a significant portion of the debt into shares, and extending maturities until 2050 for the remaining portion.
The plan involves diluting the current shareholders' stake, as part of the debt will be converted into shares. At the same time, it significantly reduces the company's financial risk.
The 11th debenture issuance was designed to accommodate four different creditor profiles. The 1st series is aimed at creditors who prefer to remain creditors but accept a discount to reduce risk.
These individuals will receive new bonds equivalent to 45% of the original value (i.e., a 55% discount on the face value), maturing in December 2029, with interest of CDI + 1% per year. The maximum volume for this tranche is R$ 437 million.
The 2nd and 3rd series are convertible into shares, with one of them having mandatory conversion, at a price of R$ 3.71 per share, calculated based on the average of the last 90 days and maturing in June 2028.
The other option involves optional conversion in the short term and the same price per share. However, there are quarterly limits for conversion, and converted shares are subject to a lock-up period .
This design allows most of the debt to be effectively converted into capital, while the portion that remains as liabilities is reduced and extended.
The 4th series is the smallest and shortest, as it serves as an incentive for creditors to accept the transaction. With a 70% discount on the face value, Casas Bahia can disburse up to R$ 146 million in January 2026.
Casas Bahia estimates that the new financial structure could generate savings of approximately R$ 1.7 billion in financial expenses between 2026 and 2030. When considering total savings, including interest and amortization over the period, this amounts to approximately R$ 4.5 billion in cash.
In early December, Casas Bahia announced to the market that it had reached an agreement with Itaú Unibanco to sell its stakes in financial operations, including its share in Financeira Itaú CBD (FIC) and Investcred, two structures that historically fostered consumer credit within the company's ecosystem.
BHIA3 stock is projected to appreciate by 9.9% by 2025. The retail chain's market capitalization is R$ 2.05 billion.
