Two competing strategies are shaping the contest for control of Brazilian petrochemical company Braskem, following a key regulatory approval this week that leaves the company's ownership structure unresolved.
Brazil's antitrust watchdog Cade cleared without restrictions the proposed sale of fellow conglomerate Novonor's controlling stake in Braskem to Petroquimica Verde, an investment fund linked to businessman Nelson Tanure. The decision removes a major regulatory barrier but does not conclude the transaction, which remains subject to negotiations.
The stake in question represents 50.1pc of Braskem's voting capital and is held by NSP Investimentos, a Novonor vehicle. State-controlled oil giant Petrobras, which owns 47pc of the voting shares, retains veto rights over any change in control and continues to play a central role in the process.
A 90-day exclusivity period granted to Tanure has expired, opening space for IG4 Capital, a private equity firm focused on distressed assets and corporate turnarounds, to enter the negotiations. It is pursuing a debt-for-equity strategy. This approach involves acquiring Novonor's debt from major banks and converting it into equity in Braskem, potentially enabling IG4 to assume control without a direct share purchase.
Novonor has an estimated R15bn ($2.81bn) in debt that is secured by Braskem shares pledged as collateral to a consortium of banks, including Itau, Bradesco, Santander, Banco do Brasil and Brazilian development bank Bndes. These institutions have the legal authority to enforce guarantees, which could include transferring shares to an investment fund or implementing governance changes. Such measures would allow the banks to reduce exposure while facilitating a more stable ownership structure.
Petrobras has reportedly expressed support for IG4's proposal, which includes drafting a new shareholder agreement to define governance roles and safeguard strategic interests. For Petrobras, Braskem represents a strategic asset within Brazil's industrial and energy framework, making governance terms a critical factor in its decision-making.
Novonor, undergoing judicial recovery under bankruptcy protection since 2019, is negotiating to retain a minority stake (3-5pc) in Braskem as part of its financial restructuring plan. The company says this participation is essential to its long-term recovery strategy.
Financial challenges
Braskem's financial position has deteriorated significantly in recent months.
Fitch Ratings downgraded the company's issuer default rating to CCC+ from BB-, citing increased refinancing risk, persistent negative free cash flow, and the engagement of financial advisers to evaluate capital structure alternatives.
Fitch warns that Braskem's available liquidity is narrowing, with projected negative free cash flow of approximately R3.5bn in 2025 and R2bn in 2026. S&P Global Ratings also lowered Braskem's rating to the B category, reflecting weaker-than-expected cash generation and sustained pressure on petrochemical spreads.
The company has acknowledged these challenges in its official disclosures, noting that it is reviewing its capital structure and evaluating measures to preserve liquidity. Braskem reported maintaining a cash position and committed credit lines but highlighted that refinancing upcoming maturities, including a $1.25bn bond due in 2028, remains a priority. Management said that options under consideration include liability management transactions, asset sales and potential capital injections to strengthen the balance sheet.
The outcome of these negotiations will determine the future of Braskem's control and governance. The company occupies a pivotal position in Brazil's petrochemical chain, supplying thermoplastic resins and biopolymers to multiple industrial sectors. Its ownership structure will influence not only corporate strategy but also the stability and competitiveness of the broader petrochemical industry in Brazil and Latin America.
