MARKETS & TRENDS

Lead: In December 2025, Novonor (formerly Odebrecht) announced an exclusivity agreement with the Shine I FIDC fund (valued by IG4 Soluções) to negotiate a potential transfer of control over the petrochemical giant Braskem. The fund is acquiring Novonor's debts to banks amounting to about 20 billion reais, secured by Braskem's securities, and as a result may obtain 50.1% of the company's voting capital. This event concludes a long period of uncertainty in the ownership structure of the largest petrochemical company in South America and has serious implications for the geopolitical balance in the region. Detailed Analysis Deal Architecture The transaction structure is built using two parallel mechanisms. The first is the acquisition by the Shine I FIDC fund of the total amount of loans that major Brazilian banks (Itaú Unibanco, Santander, Bradesco, Banco do Brasil, and BNDES) had to Novonor, secured by collateral rights on Braskem shares. The second mechanism involves the transfer of all common shares of Braskem (with voting rights) from Novonor to a private equity fund (FIP), through which joint control between IG4 and Petrobras will be exercised. Under the terms of the agreement, after the deal closes, the fund, valued by IG4, will own 50.11% of the voting capital and 34.32% of the total capital of Braskem. Novonor will retain a residual stake of 4% of preferred shares without management rights in the company. The repayment of bank loans is planned to be carried out through the sale of Braskem shares on the market; however, this process may stretch over five years while waiting for the petrochemical company's market value to recover. Periods and Conditions The exclusivity agreement has an initial term of 60 days, during which the parties are obliged to negotiate in good faith, agree on the final structure of the operation, prepare the necessary documentation, and initiate the approval process by the Administrative Council for Economic Defense (CADE) — Brazil's main antitrust authority. The deal is also subject to a number of conditions that must be met before its closing. Role of Petrobras Petrobras currently owns 47% of Braskem's voting capital. In January 2026, the state oil company officially announced that it would not exercise its preemptive right regarding the potential sale of shares owned by Novonor. This decision paves the way for IG4 to obtain a controlling stake. After the final closing of the transaction, a new agreement is expected to be concluded between the shareholders — between the fund (to which Braskem shares will transfer) and Petrobras — to establish a system of joint management of the petrochemical company. Impact on BRICS The deal with Braskem has profound implications for the geopolitical positioning of BRICS in the global petrochemical industry. Braskem is the largest producer of plastics in South America and one of the key suppliers for the industry across the continent. The transition of control from the Portuguese Odebrecht family (through Novonor) to the structured IG4 fund, working in conjunction with the state-owned Petrobras, strengthens the role of the state in critical sectors of the economy. For the BRICS alliance, this means greater consolidation of control over strategic raw material and processing activities. Petrobras, remaining a key partner through joint management, retains the ability to influence the flow of chemical products, which are critically important for the supply chains of the alliance's countries. At the same time, the involvement of a specialized fund (IG4) introduces an element of professional management focused on restoring the company's financial health and improving operational efficiency. Forecast and Risks Approval Scenario If CADE approves the deal (which is considered a likely scenario given its focus on financial restructuring rather than market concentration), operational management will follow. The current management of Braskem and board members will remain in their positions, ensuring continuity of operations. IG4 plans to implement a comprehensive restructuring and value creation plan; however, its implementation will only begin after the final closing of the deal and the entry into force of the new agreement between shareholders. Potential Risks The main risk is related to the recovery of Braskem's market value. The company is under pressure due to the global crisis in the petrochemical market, where prices remain depressed at the international level. The five-year horizon for asset realization necessary for repaying bank loans presents a significant time risk. Any further deterioration in conditions in the global plastics market could delay the process of returning investments to creditors. The second risk is the lack of approval from regulators. Although the deal does not imply an increase in market concentration (since Petrobras was already the main controlling shareholder), it may face political objections or conditions from CADE. Positive Prospects For minority shareholders, the transaction potentially provides "greater stability in management, predictability, and clarity of long-term strategy." Years of uncertainty regarding the ownership structure have created a brake on the company's development. The transition to a clear system of joint management between IG4 (specializing in company recovery) and Petrobras may facilitate the implementation of the transformations necessary to restore Braskem's competitiveness at both regional and global levels. Summary The potential sale of Novonor's stake in Braskem to the Shine I FIDC fund (valued by IG4) represents a turning point in the history of the largest petrochemical company in South America. The deal, which includes a 60-day exclusivity period, aims to resolve a long-standing crisis of ownership and financing that has accumulated due to the global downturn in the plastics market and the financial difficulties of the heir to the Odebrecht empire. Subject to regulatory approval and recovery of market prices, this event could become a catalyst for a new phase of development for Braskem under the joint management of the state partner (Petrobras) and a specialized investment fund. For BRICS, this strengthens state control over strategic petrochemical capacity on the continent.