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Billion-Dollar Negotiation Shakes Up the Brazilian Petrochemical Sector, Involving Strategic Decisions by Banks, Government, and Environmental Challenges, While the Future Control of Braskem Is Contested by Major National Players.
The General Superintendence of the Administrative Council for Economic Defense (Cade) approved, without restrictions, on Thursday (17), the proposal from businessman Nelson Tanure to acquire Novonor’s (formerly Odebrecht) stake in Braskem — controlling 50.1% of the voting shares — through the Green Petrochemical Fund.
However, the operation proceeds only if the terms submitted to Cade by Tanure are maintained and remains subject to a deadline of 15 days for comments and possible challenges.
For now, the approval granted does not represent a final closure. Any significant alteration in the structure or in the buying group may require a new analysis.
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According to Folha de S. Paulo, Cade still conditioned the conclusion of the deal to the fulfillment of three requirements: compliance with the shareholders’ agreement that grants Petrobras a right of first refusal, consensus with creditor banks on guarantees, and resolutions of the environmental liabilities in Maceió.
Political Strategy and Influence of Petrobras
The federal government and Petrobras view the advancement of the proposal favorably, especially for keeping control of Braskem in Brazilian hands, after unsuccessful attempts to sell to international groups such as Adnoc (Abu Dhabi) and LyondellBasell (Netherlands).
The state-owned company seeks to strengthen its management capacity in the petrochemical sector — by increasing the number of seats on the board and pushing for more strategic influence — without, however, regaining direct stock control.
In May, sources revealed that Petrobras intends to renegotiate the shareholders’ agreement to expand its presence on the board — acting similarly to what happens at Eletrobras — and that executive Magda Chambriard praised the move as “a step in the right direction.”
Currently, Petrobras holds 36.1% of Braskem’s total capital and 47% of the voting shares, electing four board members and the Director of Investments and Portfolio.
Novonor indicates six board members, including the president and financial director.
Conditions for the Purchase by Tanure
For Tanure to take control of Braskem, three factors are crucial:
- Agreement with Creditor Banks
The main creditors — BNDES, Itaú, Bradesco, Santander, and Banco do Brasil — hold, as collateral for loans to Novonor, shares of Braskem valued at approximately R$ 15 billion.
Sources report that the banks remain cautious and even prefer a restructuring via private equity fund before releasing control of the shares.
- Environmental Liability in Maceió
Braskem faces a judicial and environmental liability arising from the sinking of neighborhoods in the Alagoas capital, caused by old rock-salt extraction operations.
Current estimates indicate liabilities exceeding R$ 14 billion, but this amount could increase as the processes progress.
Cade required that this issue be resolved or appropriately provisioned before the operation closes.
- Petrobras’ Right of First Refusal
The shareholders’ agreement grants Petrobras the right of first refusal to purchase Novonor’s stake.
Cade emphasized that any breach of this agreement could void the current approval.
Profile of Nelson Tanure and Acquisition Strategy
Nelson Sequeiros Rodriguez Tanure, 73 years old, was born in Salvador and has established himself as a bold executive in restructurings, working in companies such as Oi, Light, Gafisa, in addition to the telecommunications and media sectors.
His fund, Green Petrochemical, aims to implement a vision of “green reindustrialization,” supported by natural gas from the pre-salt and new sustainable technologies, especially in the Camaçari and Rio de Janeiro regions.
He hired the investment bank Rothschild & Co. in mid-June to conduct negotiations with the creditor banks of Novonor’s debt and aims to keep part of Novonor as a minority shareholder, around 3.5%, according to Braskem’s relevant fact.
However, criticisms arise regarding Tanure’s aggressive management model and the potential misalignment with Petrobras’s expansionist plans, which focus on sustainable growth and greater integration with the national petrochemical chain.
Current Situation of Braskem in the Petrochemical Market
Currently, Braskem ranks sixth among the largest petrochemical companies in the world, with operations in ten countries.
However, its industrial park operates with about 30% idleness, reflecting the global decline in raw material prices and competition with imports, especially from the U.S.
The recent announcement by Petrobras of a new investment cycle in the petrochemical sector — including the expansion of Braskem’s unit in Rio de Janeiro and the Boaventura Complex (formerly Comperj), focused on molecules derived from natural gas — reinforces the strategic importance of petrochemicals in the national reindustrialization plan.
Progress of the Negotiation and Next Steps
Cade Approval: granted without restrictions (July 17, 2025), with a deadline for challenges.
Creditor Banks: in negotiation; constitution of guarantees and approval still pending.
Environmental Liability: resolution or provisioning required before the transfer.
Shareholders’ Agreement: Petrobras’s right of first refusal must be respected.
Negotiation with Petrobras: ongoing to increase influence without increasing equity participation.
The next milestone will be Tanure’s alignment with the creditor banks.
If consensus is reached, the transaction could be completed in the second half of 2025.
However, if hurdles arise — specifically regarding the liabilities in Maceió or governance — new obstacles could delay or even thwart the deal.
The expectation is that the negotiation between Tanure, Novonor, the banks, and Petrobras will be closely monitored by the market, as it involves one of the largest transactions ever carried out in the national petrochemical sector.
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