BTG Pactual is engaged in finding a buyer for Aeris. Pipeline found that the bank has already approached the Negrão family, the company’s controller, about two potential parties interested in acquiring the wind blade manufacturer – a company that is in Aeris’ client portfolio and a foreign strategic competitor.
There has not yet been any formal process, with a firm proposal on the table or even discussion in the council, Pipeline found. Interest, therefore, may not translate into an offer.
BTG coordinated Aeris’ follow-on in November and paid for the entire subscription of R$400 million for the Negrão family, the company’s controller. In a structured credit, the shareholding position changed hands, but the family continued with the political rights of the position and an obligation to repurchase the shares within two years.
In the subsequent offering at the end of the year, the share was sold for R$0.84. If the bank exercises the put against the family, the Negrãos will have to pay R$1.20 per share. In a scenario that considers that the stock would have recovered above this level, the family has a call at R$2 per share.
But the stock has not shown signs of recovery of this magnitude, even with the volatility surrounding a potential M&A. Today, after rising 12.7%, the share closed at R$0.62. The company even proposed a reverse split of 20 shares for 1, which will be voted on this month.
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The bank would be targeting a bidder at 10 times EBITDA, considering sector transaction references, which would give almost R$3 per share. It is too much of a premium in relation to the current price to convince a strategic investor, even considering that the company arrived on the stock exchange valued at R$5.50 per share.
Given the reference values in the financial contract between BTG and the family, however, any middle ground would be more attractive for these two parties – for the bank, it would bring forward payment by two years. Despite its position, BTG cannot carry out a sale by its own decision, without the family’s consent, the sources explained. This is an initiative by the bank, which controllers may or may not accept depending on whether it becomes an actual proposal.
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After the death of patriarch Alexandre Negrão last year, the family is in the process of taking inventory and redefining strategies for its assets. The brutal devaluation of Aeris and the industry as a whole and the fact that the family has other large businesses – such as livestock farming, with Fazenda Conforto – make a sale interest “possible”, according to sources with knowledge of the matter.
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But it’s not that the family is distant from the operation of the wind blade industry, on the contrary – since his father’s departure for health reasons, Xandynho Negrão has resumed as CEO. He is on the council, of which his sister Gisela Negrão is also a member.
Last year, the company had Ebitda of R$330 million, growth of 40.5%, with an improvement of 3.6 points in the margin, to 11.6%. In 2023, net operating revenue was R$2.8 billion, 3% lower than the previous year, and the net loss was R$107 million – an 11% reduction compared to 2022 losses.
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Financial leverage fell from 3x to 1.9x, after the follow-on money paid off short-term debt. The company has increased exports to maintain revenue and improve margins.
When contacted, Aeris said it does not comment on market rumors.
