Without Porto and Fleury, Oncoclínicas moves forward with out-of-court restructuring and will seek capital.

The last 24 hours marked the beginning of a turning point in the Oncoclínicas crisis. The exclusivity agreement for an M&A with Porto and Fleury was terminated, and the extrajudicial recovery process was forwarded to the Judiciary.

NeoFeed has learned that the company filed a request for precautionary measures in the third court of São Paulo late Tuesday morning, April 14. The case is currently being reviewed by substitute judge Fernanda Perez Jacomini.

This move comes in the wake of BR Partners becoming the sole financial advisor, taking over the work that had been handled by Rothschild.

Sources close to Oncoclínicas told NeoFeed that the impasse in the M&A involved everything from the level of financial commitment to the degree of access to company information, a sensitive point in an increasingly competitive and vertically integrated sector.

The perception is that there was a misalignment between what Oncoclínicas needed – significant new capital – and what was being offered, which was considered insufficient or conditional.

Without a firm proposal, the company chose not to extend negotiations that could, in addition to not solving the liquidity problem, further expose its operations.

"It's complicated to have exclusivity and ask for an endless evaluation period without putting any money on the table. And without showing a gesture of good faith to continue looking at the numbers as a potential competitor," says a source close to the negotiation.

Another point of contention in the negotiations was Porto and Fleury's demand that the company directly enter into an out-of-court restructuring process as a condition for moving forward with the proposal. However, the internal assessment was that this move would be premature, given the difficulty of coordinating with creditors and the absence of a structured agreement.

Despite disagreements about the timing , people close to the company say that the request for extrajudicial restructuring is seen as inevitable, given the fragmentation of the debt — especially in instruments such as CRIs (Real Estate Receivables Certificates) — and the difficulty in obtaining a quorum for renegotiation outside of a formal process.

In a report signed by analysts Samuel Alves and Maria Resende, BTG Pactual classified the outcome as "expected," given the depth of the due diligence and the financial challenges faced by Oncoclínicas. The bank cited high indebtedness and potential off-balance sheet liabilities as insurmountable barriers preventing players with robust cash reserves, such as Fleury and Porto, from injecting capital under acceptable risk-return conditions.

According to BTG, the move favors incumbents like Rede D'Or, which had already been capturing pent-up demand – including from more than 6,000 patients whose cancer treatments were delayed due to the Oncoclínicas crisis.

New chance

With Porto and Fleury's exit from Oncoclínicas, as reported in a relevant fact, market attention turned to Mak Capital, which since the beginning of this year has taken the position of activist investor to block the M&A.

The hedge fund manager has signaled a possible injection of up to R$1 billion , in a structure similar to that previously discussed with Fleury and Porto. According to NeoFeed , this proposal is the only one on the table so far.

As NeoFeed revealed, Mak Capital sent two letters to the management and board of directors of Oncoclínicas detailing the changes in corporate governance necessary for the completion of the capital offering.

"The chances have increased," said a source close to the hedge fund, after the end of the exclusive trading agreement with Porto and Fleury.

Before the end of the M&A analysis, Mak Capital's proposal (conditioned on the removal of the current board of directors and the election of two members nominated by it) was classified by Oncoclínicas in an official statement to the CVM as "unfeasible," especially due to the guarantees required - the shareholders' meeting scheduled for April 30.

On the afternoon of Tuesday, April 14th, Mak Capital and BR Partners will meet so that the new financial advisor can understand the conditions and begin their analysis. Amidst proposals and intentions in the air, the idea is to find someone with "skin in the game."

However, according to NeoFeed 's investigation, the financial advisor's idea is to "sit down at the drawing board and design various options, from lenders who can self-finance to new investors."

In its statement to the market, Oncoclínicas said that it "will continue to evaluate proposals for potential financial transactions, as well as any corporate transactions that may address its economic and financial situation, including those that have emerged in recent weeks and could not be explored, given the exclusivity agreement then in effect."

From selling to surviving

The largest cancer treatment group in Latin America is seeing its capital structure deteriorate rapidly. In 2025, it suffered a loss of R$ 3.67 billion, with a gross debt of R$ 4.8 billion, and its operational continuity was questioned by the Deloitte audit.

In this complex situation, there is a silent villain that has become the Achilles' heel of the operation: health insurance plans.

Oncoclínicas depends almost exclusively on health insurance companies for its revenue. These companies pay for procedures within periods approaching 270 days. If that's already a problem, chaos ensues with what are known as "denials of payment."

In practice, if an operator disputes a single procedure code on an invoice of R$ 500,000, for example, it simply stops paying the entire invoice and not just the disputed item.

"The health plans don't pay the correct codes; they reject the entire invoice. The whole discussion starts again, and they profit from my working capital," says a company source.

It is estimated that, in some cases, the percentage of revenue lost due to these disputes reaches 30% or 40%. "There is no margin that can sustain that," he adds.

To make matters worse, contracts with health plans generally prohibit the assignment of these receivables as collateral to banks. In other words, Oncoclínicas cannot even obtain an advance on the money it is due to receive in order to purchase medications.

Internally, the assessment is that the problem is structural and has no short-term solution without regulatory intervention. The way out would involve action by the ANS (National Supplementary Health Agency) to limit practices such as the complete rejection of invoices.