As expected by the market, Oncoclínicas presented a sharp deterioration in its leverage level in the annual balance sheet released on the evening of Thursday, April 9th.

During the period, the net debt to EBITDA ratio rose from 2.6 times to 3.5 times — a level that is already approaching the limit of the company's covenants . However, considering the adjustments required by the debt contracts, the indicator reaches 4.3 times.

To avoid the early maturity of obligations, Oncoclínicas had been trying to negotiate with creditors to obtain a waiver for non-compliance with covenants even before the release of its financial statements.

However, the company was unable to even hold the general meeting of debenture holders convened to address the issue, due to the lack of a minimum quorum, postponing the decision on the request and keeping negotiations with creditors open.

Carlos Gil, CEO of Oncoclínicas , said in the earnings call on Friday morning, April 10th, that the company has been able to make progress in debt negotiations concentrated with large creditors, but has had difficulty in cases where credit is more widely distributed, such as Real Estate Receivables Certificates (CRIs) and some debentures.

“We did not obtain the waivers for these [dispersed] debts. That is why the covenant was breached. But our debt is not due. We do not have, formally, any declaration of early maturity at this time,” said the CEO, who was the internal solution found by the board members to replace the founder Bruno Ferrari.

According to Gil, the company already has some covenant breach waivers, but since it wasn't a full waiver, the debt was reclassified as short-term, given the risk of early maturity.

The company reported in its financial statement that, of the R$3.23 billion debt, R$2.9 billion is committed due to breaches of covenants . Of this amount, Oncoclínicas states that it has not yet obtained waivers for R$1.88 billion. According to the financial statement, the company had approximately R$520 million in cash at the beginning of the year against short-term financial obligations of R$3.43 billion.

Faced with this risk, Oncoclínicas' own management admitted in its financial report a "significant uncertainty that may raise significant doubt as to its ability to continue operating."

According to the company, its continuity "substantially depends" on the success of negotiations with creditors to obtain a waiver and raise new funds. This uncertainty was highlighted in the opinion of Deloitte, the independent auditor of the financial statements.

Gil mentioned Deloitte's emphasis on business continuity risks during the investor call, but downplayed it, with the CEO stating that there are no overdue debts to date.

In its financial report, Oncoclínicas stated that it is evaluating several alternatives to meet its financial obligations, including restructuring its financial debts and receiving capital injections from shareholders.

The company's liquidity problems were exacerbated by two extraordinary events throughout the year, which impacted the company's cash flow by more than R$ 1.2 billion.

On one hand, there was the default by Unimed FERJ, which failed to pay approximately R$ 800 million to the company. On the other hand, there was the loss of approximately R$ 430 million (after a new additional provision of R$ 213 million) in funds that were in Banco Master financial instruments at the time of its liquidation.

Last year, Master held 20% of the company. There was a guarantee that, if the bank went bankrupt, the shares it held in Oncoclínicas would be returned to the company. However, after the liquidation of Daniel Vorcaro 's bank, the shares were transferred to BRB , which initiated a legal dispute over the enforcement of the guarantee.

"These events, coupled with decreased revenue and a lack of fixed cost dilution, significantly impacted the company's short-term liquidity, affecting its debt," says the CEO.

According to the executive, the situation wasn't more critical only because of the R$1.4 billion capital increase the company made in November. "We would have closed the fourth quarter with a net debt of R$4.1 billion, but we managed to reduce it to R$2.9 billion."

In this perfect storm, Oncoclínicas' net loss skyrocketed 400% last year, ending 2025 at R$ 3.67 billion — a "very negative" result in the words of the CEO himself.

Despite the fragile atmosphere, the annual results call was sparsely attended, with no questions asked during the Q&A session. The board also avoided providing details about the proposed sale to Porto Seguro, which has been generating friction within the company in recent weeks.

Internal crack

Despite attempts to renegotiate with creditors, the strategy has been criticized by some of the company's shareholders. In a letter sent to the company last month, Mak Capital — a shareholder with approximately 6.3% of the capital — described the attempt to obtain waivers from creditors as "complex and with limited effects," citing the high degree of debt dispersion as a factor that hinders reaching a quorum and reduces the chances of success within the timeframe.

The company has also faced friction within its board of directors. The trigger was Porto Seguro's proposal for a possible sale of its operations . In a meeting to deliberate on the proposal, board members Marcos Grodetzky and Raul Rosenthal opposed it , pointing to possible flaws in the handling of the process.

In their joint statement, the board members assert that the negotiations were conducted by shareholders—and not by the board of directors—which, in their assessment, would compromise the credibility of the process with creditors. Grodetzky and Rosenthal also criticized the fact that the company granted exclusivity to Porto, which could weaken its bargaining power and limit its alternatives.

In the proposed structure, the operation would result in the creation of a new entity controlled by Porto, which would concentrate the company's main operational activity, while the remaining Oncoclínicas would hold a significant economic stake, but with less influence over management.

Within the administration, the proposal culminated in the departure of CFO Camille Faria , who had assumed the position just over a month prior and who opposed the negotiated terms.

With Porto's offer already on the table, Mak Capital decided to double down on the company and proposed an investment of R$ 500 million, conditional on the removal of the current board .

Following Mak's proposal, the administration called a new shareholders' meeting for April 30th, which includes on its agenda precisely the dismissal and possible election of a new board of directors.

In the meeting announcement, the administration proposed the nomination of Marcelo Curti for the presidency of the board of directors, replacing Marcelo Gasparino, who resigned from the position this week.

Among the names put forward, only Raul Rosenthal and Marcos Grodetzky — who were already members of the board — coincide with those advocated by Mak Capital. However, the fund seeks to expand its representation with the inclusion of new independent members Mateus Affonso Bandeira and Ademar Vidal Neto.