IPO & Tender Offers
Between 2022 and 2025, not a single company went public in Brazil
Cornice of Piz Palü
The shape of the practice
We advise controlling shareholders at both ends of the equity market: the decision to go public, and the decision to go private. We have published a forty-six-page study on the decade that produced this drought, with projections for 2027 to 2031, and it underpins what we say here
Typical engagements
- IPO feasibility assessment
- Pre-IPO preparation
- Follow-on offerings and secondary offerings
- Delisting tender offers
- Change-of-control tender offers
- Valuation report for tender offers
- Advice to the board on assessing the offer
- Listing segment migration
The window, and when it is worth it
The simple thesis that high interest rates close the window does not survive the data. In 2006 and 2007 the average Selic was 13.48% and there were ninety IPOs. What opens the window is the risk premium, not the level of the rate. Our projection for 2027 to 2031 points to thirty IPOs in the expected case, against a historical average of 10.7 per year. We tell the controlling shareholder whether the window is open for their case, and most of the time the answer is no
The fixed cost, which is what excludes
On a two-hundred-million offering, the total five-year cost reaches 21.1% of the amount raised. On three billion two hundred million, it falls to 5.9%. That is a fifteen-point difference, and it is the fixed cost that excludes the middle market, not the interest rate
The take-private tender offer
This is where the activity is. Since 2023 dozens of companies have left the exchange, and the minority seller who receives a thirty per cent premium on a share that has fallen seventy per cent recovers thirty-nine centavos of every real. We advise both the offeror and the board assessing the offer
The valuation report and price formation
A tender offer requires an independent valuation report, and the report determines the outcome more than the negotiation that precedes it. We build the range, state the assumptions and defend the figure before the regulator and the market
The process
How the work runs, phase by phase
Initial public offering
From feasibility test to debut
A long process whose first deliverable is an honest answer as to whether the transaction should happen at all
Feasibility test
Size, diluted fixed cost, prevailing risk premium and comparables. This is the stage at which most cases end, and ending early is the correct outcome
Corporate and accounting preparation
Conversion into a corporation (sociedade anônima), restatement of the financial statements, formation of a board and a disclosure policy. It takes twelve to twenty-four months
Offering structure
Primary, secondary or mixed, and the effect of each on the company and on the controlling shareholder. The offering that reopened the window in 2026 was one hundred per cent secondary and raised not a single real for the company
Syndicate and price range
Selection of the underwriters, construction of the indicative range and preparation of the offering materials. The range is where the transaction is decided
Registration and marketing
Preparation of the registration filing, the roadshow schedule and reading of demand throughout the period
Pricing and debut
Setting the price within or outside the range, and the decision to proceed or to withdraw. Pricing at the bottom of the range is an outcome, and so is withdrawing
Tender offer
Including delisting tender offers
A regulated process in which the valuation report carries more weight than the negotiation that precedes it
Situation assessment
Shareholding structure, free float, share liquidity and trading history. This determines the applicable type of offer and the likelihood of success
The valuation report
Construction of the range using multiple methodologies, with stated assumptions. It is the centrepiece, and it will be challenged
Offer structure and price
Setting the price, the conditions and the required acceptance threshold. A premium over a depressed share price is not a premium over value
Registration and offer notice
Preparation of the filing with the regulator and publication of the offer notice, with the timetable it imposes
Auction and outcome
Management through to the auction, monitoring acceptances and the alternatives should the threshold not be reached
On the board's side
When we advise the company rather than the offeror, the task is to assess whether the offered price is adequate, and to say so when it is not
The questions that start the work
Is the company large enough to absorb the fixed cost?
Below a certain size, the savings on funding cost never recover the cost of structuring and maintaining a listing
Is there a risk premium in the market today?
That is what opens a window, not the level of interest rates. Without a premium, the offering prices at the bottom of the range or does not price at all
What does the company lose by remaining listed?
Maintenance cost, regulatory exposure and insufficient liquidity add up, and for many companies going private is the right decision
The twenty-four months before listing
A listing starts two years before the registration filing
Each workstream has its own minimum lead time, and the slowest sets the date. In most cases the slowest is accounting: three fiscal years audited under international standards by a CVM-registered auditor
Types of tender offer
Each offer has its own trigger, minimum price and success condition
| Type | When it arises | Price | Valuation report | Success condition |
|---|---|---|---|---|
| Delisting | The controlling shareholder decides to go private | Fair price | Mandatory | Acceptance or approval by more than two thirds of the qualifying free-float shares |
| Increased stake | The controlling shareholder comes to hold more than one third of the free float of a class | Fair price | Mandatory | No minimum quorum; it is the offeror’s obligation |
| Sale of control | Control is sold to a third party | At least 80% of the price paid per control-block share, and 100% on the Novo Mercado | Not mandatory | No minimum quorum; it is the acquirer’s obligation |
| Exit from Novo Mercado | The company leaves the special listing segment | Fair price | Mandatory | Set by the segment rules |
| Voluntary | Any shareholder or third party decides to bid | Free | Not mandatory, save in specific cases | Set by the offeror in the offer notice |
The arithmetic of the premium
A premium over a depressed price is not a premium over value
The offer notice states the premium over the previous day’s close. For anyone who bought at the IPO and watched the shares fall, the relevant number is a different one
The commitments of being listed
What the Novo Mercado requires after listing
Free float
At least 25% of capital in free float, or 15% when average daily trading volume exceeds R$25 million
Board of directors
At least two independent directors or 20% of the board, whichever is greater
Audit committee
An audit committee in place, chaired by an independent director and with a member with accounting expertise
Periodic reporting
Quarterly information, audited annual statements and an up-to-date reference form
Disclosure and trading
Timely material fact disclosure, a securities trading policy and blackout-period rules
Listing without an offer
Bovespa Mais allows a company to list before offering and reach minimum free float over up to seven years, a natural route for the mid-market
The other practices
Mergers & Acquisitions
Sale and purchase of equity interests, from process design to signing of the definitive agreement
Explore the practiceDebt Capital Markets
Structuring of financing, from bilateral bank credit to capital markets issuance
Explore the practiceSpecial Situations
Distressed assets, liability restructuring and economic and financial viability reports
Explore the practiceSpeak with the responsible partner
There is no screening. The conversation begins and ends with the person running the transaction