Minority creditors of Braskem are organizing to request a seat at the negotiating table for the petrochemical company 's financial restructuring . Representatives of a Brazilian bondholder are preparing a request to join the mediation initiated by the company before Câmara Wind, a Brazilian dispute resolution chamber, and are already in talks with other creditors who were also left out of the initial discussions.
“Minority shareholders need to keep a close eye out to ensure that a transaction doesn’t benefit only the large bondholders and controlling shareholders,” Felipe Demori, a lawyer representing a Brazilian bondholder and coordinating the participation of other smaller creditors in the mediation, told NeoFeed .
The lawyer is affiliated with minority rights advocacy groups such as Abraicc (Brazilian Association of Investment, Credit and Consumption) and Abradefi (Brazilian Association for the Defense of the Rights of Investment Fund Quota Holders) and represents minority shareholders in the case involving the Oncoclínicas takeover bid and quota holders of the Infinity Asset funds that collapsed.
According to Demori, so far the mediation has been conducted with large international bondholders and creditor banks invited by Braskem. The smaller bondholders claim that they are not participating in the meetings and have not yet had access to the documents and information discussed in this stage of the negotiations.
Demori notes that the action will initially have an oversight role in the negotiations, but could evolve into legal measures if creditors are excluded from the process or harmed within the scope of the negotiations.
The move comes after Braskem obtained a precautionary injunction that suspended, for a period of 60 days, enforcement actions and other collection measures related to the credits covered by the mediation.
"This negotiation has to happen while the injunction is in effect, so that the negotiated conditions are reflected in any eventual restructuring plan," Demori stated.
The dispute involves a financial debt of US$9.5 billion, according to information presented by Braskem itself to its creditors.
Approximately US$7 billion is concentrated in eight series of bonds maturing between 2028 and 2081. The company also holds debentures, CRAs (Certificates of Real Estate Receivables), bank loans, and financing lines with institutions such as Itaú, Safra, KfW, Bladex, DZ Bank, and SMBC.
Braskem faces R$ 2.6 billion in financial maturities in July and has stated to the court that a default could trigger the early maturity of a financial liability of R$ 54.8 billion.
Before the mediation began, the company and an ad hoc group of major creditors exchanged restructuring proposals, but failed to reach an agreement .
Negotiations have been led by a newly formed administration, following Novonor's exit from Braskem's controlling block. In early June, Shine I FIP, an IG4 vehicle, acquired shares equivalent to 50.1% of the voting capital and 34.3% of the total capital of the petrochemical company from NSP Investimentos, a Novonor vehicle—thus joining the controlling block alongside Petrobras.
With the change, the board brought forward the end of the old board's term and appointed a new team, with IG4 nominating the president of Braskem, Helcio Tokeshi, the financial and investor relations director, Carlos Brandão, the legal director, Camilla Tápias, and the transformation director, Luiz Rossato. Three other executives were nominated by Petrobras.
For each Braskem share transferred by NSP, Shine delivered two debentures from the first series and one from the second series issued by NSP itself. The same consideration was provided for in the public offering to acquire shares, the OPA, whose registration request was filed with the CVM and B3.
The offer aims to acquire up to all of Braskem's outstanding common and preferred shares. In exchange for each share, minority shareholders would also receive the three debentures issued by NSP, which is currently undergoing judicial reorganization. The launch of the takeover bid is still subject to registration and authorization from the CVM (Brazilian Securities and Exchange Commission) and B3 (Brazilian Stock Exchange).
Lawyer questions takeover bid
Demori also questions the structure of the offer. According to the lawyer, the use of debentures from NSP, the former controlling entity of Braskem, makes the participation unattractive and reduces transparency regarding the actual economic value disbursed in acquiring control.
"What minority shareholder would want to receive debentures from a Novonor subsidiary undergoing judicial reorganization in exchange for their Braskem shares?" he questioned. According to him, the operation was structured in a way that allows the transfer of control without creating an effective exit option for the remaining shareholders.
Although currently acting as a representative for creditors, Demori does not rule out that the strategy may later include questioning the CVM (Brazilian Securities and Exchange Commission) about the takeover bid. "It may be part of the strategy to act before the CVM, because it is also in the bondholder's interest that the corporate reorganization be carried out properly," he stated.
The demand for a contribution from the controlling shareholders also appears in documents from this previous round, exchanged under confidentiality agreements between Braskem and an ad hoc group of bond and debenture holders. The material was made public in a material fact notice released on June 25, after the parties concluded this stage without an agreement.
Braskem's initial proposal included extending maturities by five years, the possibility of interest capitalization between July 2026 and December 2028, and a two percentage point reduction in coupons.
In response, the creditors' committee described the proposal as "totally unsatisfactory" and stated that any agreement should include "significant contributions" and a sharing of the burden by the shareholders.
Contacted by NeoFeed , Braskem stated that it would not comment.
