Without IPOs, companies step up sales of equity stakes

Raising funds through the entry of a private investor is an alternative to the capital markets

Daniel Wainstein: "Private placement allows for a customized transaction"

Brazilian companies are selling equity stakes or seeking other alternative solutions to get around the gap in the capital markets, which remains sluggish amid a backdrop of high interest rates and volatility, narrowing the windows for raising capital. The private market has been able to absorb part of this need for capital, at a moment when there is still little visibility on a rebound in the equity market.

Other privately held companies, in turn, are weighing the possibility of carrying out a "reverse IPO" (initial public offering) in order to become listed amid a market that remains adverse for new listings.

Beyond the entry of private investors buying minority stakes in companies that need capital, shareholders have been taking on the role of injecting funds into their companies. That is what happened at Iguá, in the sanitation sector, which carried out a capital increase of R$700 million in May, as reported by Pipeline.

A study by Seneca Evercore shows that, last year, there were 78 minority investments in Brazilian companies, considering transactions above US$10 million. That volume was 26% above the average of the past decade, and the best since 2021. This year, among the transactions completed is Amaggi's acquisition of 40% of FS and Enter's raise of US$100 million, as reported by Valor.

In financial terms, these minority-stake sales totaled around US$19 billion, an increase of 18.75% over the previous year and practically double what was seen in 2023.

"Unlike an IPO, which requires a public roadshow, extensive prospectuses and a favorable market window, the 'private placement' [private capital injection] allows for a customized, confidential and agile transaction: the company negotiates bilaterally with one or a few investors, and the structure is designed to fit the profile of the issuer and the investor," says Seneca Evercore partner Daniel Wainstein.

This year, B3 was the venue for the first public listing in nearly five years, with the debut of Compass. The offering came on the heels of Cosan's need to raise capital to balance its books. Even so, despite breaking the IPO drought, the year is not seen as one of recovery, given the environment of volatility and high interest rates. More favorable projections for public listings have already been pushed to 2027.

The head of M&A (mergers and acquisitions) at Bank of America in Brazil, Diogo Aragão, says that, without the public market, companies are considering raising funds in the private market. "In a volatile market, companies don't stop raising capital — they raise it via M&A," says Aragão. According to him, special-situations managers, known in the market as "special sits," have been filling that space, since they are able to structure deals that are often better suited to the characteristics of companies that need to be capitalized at this moment.

Roderick Greenlees, global head of investment banking at Itaú BBA, says that "private placement" has been more common among technology and high-growth companies that need to keep investing. The executive notes that, in infrastructure sectors, one solution companies have been using is bringing in partners for specific projects.

One case was Energisa, which reached an agreement with Itaú for the sale of a minority stake in its subsidiary Denerge, in a structured transaction of R$1.4 billion that will help the group's capital structure.

Danilo Borges, from Bradesco BBI, says that, in some cases, companies end up accepting even the sale of control in order to attract investors and, with that, keep growing. "There are investors who demand control," says the executive. Borges points out that companies with real estate are also raising capital by selling those assets to real estate funds, through structures called "sale and leaseback," which involve selling and then leasing the asset in order to continue using it day to day.

Borges, from BBI, notes that another trend seen in yet another adverse year in the capital markets is the pursuit of the so-called "reverse IPO," an M&A transaction between a privately held company and a publicly traded one — with the resulting company becoming public. In this situation, the executive says, the company is left already prepared to seize a fundraising opportunity down the line, when the market improves. This was the case with Bradesco Saúde and Odontoprev in the creation of Bradsaúde, the largest reverse IPO on record so far, as reported by Valor.

Published on 07/21/2026 and available at:

https://valor.globo.com/empresas/noticia/2026/07/21/sem-ipo-empresas-intensificam-venda-de-participacao.ghtml