Conflicting filings raise questions over ownership of Brazilian lender

Brazil’s Central Bank authorized in August businesswoman Francine Kallas to take control of Pintos S.A. (Pincred), a finance company based in the northeastern state of Piauí. But a year and a half earlier, the country’s antitrust regulator had cleared the acquisition of the same lender by her brother, Lucas Kallas.

A review by Valor of filings submitted to the Central Bank and the Administrative Council for Economic Defense (Cade)–along with corporate records from the network of companies involved in the transaction–raises questions about who actually controls Pintos.

The case has drawn attention because Lucas Kallas, a businessman associated with Cedro Mineração, has maintained business ties with former banker Daniel Vorcaro, of Banco Master, and has been the subject of criminal investigations and proceedings, although he has not been convicted of any crime.

Conflicting ownership filings

On November 16, 2024, lawyers representing the Kallas family filed a merger notification with Cade stating that Lucas indirectly controlled Forest Holding Financeira, the company that acquired Pintos S.A. Crédito, Financiamento e Investimentos.

“The buyer is a non-operating holding company wholly owned by Lucas Kallas through Monte Líbano Participações S.A.,” states both the petition signed by the family’s lawyers and the accompanying merger notification form.

Ten days later, however, a separate application was filed with the Central Bank seeking approval to transfer ultimate control of Pintos to Francine Prado Kallas, Lucas’s sister, according to a notice published by the monetary authority.

The Central Bank reviews acquisitions, mergers and the establishment of financial institutions primarily from a financial stability perspective. Its assessments include whether prospective owners meet integrity and reputation requirements, have the financial resources to sustain the business and can demonstrate the lawful origin of their funds.

Changes to the companies’ ownership structures came only after the application was submitted to the Central Bank.

On December 31, 2024, Francine injected R$85 million into Monte Líbano Participações, which owns Forest Holding Financeira. Forest was the company that actually acquired an 80% stake in Pintos. The remaining 20% of Forest was held by businessman Pedro Mesquita, of Exa Capital.

Despite the corporate restructuring, Cade approved the acquisition without restrictions on January 6, 2025. The transaction was cleared as a purchase by the Kallas Group, which the documents submitted by the family’s lawyers identified as being controlled by Lucas.

Regulatory scrutiny

From a practical standpoint, whether Cade approved the acquisition by a group led by Lucas or by his sister makes little difference. Pintos is a small company, and the transaction has virtually no impact on competition.

For the Central Bank, however, establishing who actually owns Pincred is essential to determining whether the buyer meets regulatory requirements, including those concerning integrity and reputation.

What remains unclear is whether the monetary authority’s review covered only Francine or also her brother.

Valor has been seeking comment from the Central Bank since August 26 but did not receive a response.

On August 18, Valor reported the Central Bank’s approval of the acquisition, noting that Lucas was among those indicted by Brazil’s Federal Police in Operation Parcours, an investigation into a suspected illegal iron ore extraction scheme in Serra do Curral, in the Belo Horizonte metropolitan a

Francine’s name also appears in the Parcours investigation.

Federal Police documents describe an email exchange in which a Cedro executive asked an asset manager to register her email address with a fund managed by Reag. The documents reportedly listed Francine’s declared assets at R$204 million.

Business ties to Banco Master

As previously reported by Valor, Lucas announced last month that he was stepping down as chairman of Cedro Participações, a holding company he founded with operations in mining, agribusiness, construction and transportation.

Kallas and Vorcaro have been involved in several business ventures together.

WhatsApp conversations involving the former banker show that the two traveled to Venezuela in October 2023 to explore opportunities in the oil industry.

Both were also investors in biotechnology company Biomm. In addition, the Kallas group was hired to build hospitals for Oncoclínicas, in which Vorcaro held a stake.

Lucas also obtained a R$254.8 million loan from Banco Master in April 2024, which was subsequently assigned to Banco Voiter.

The transaction appears on a list of loans submitted by Banco Master’s liquidator in court proceedings seeking to recover outstanding lending. The documents do not establish whether the debt was repaid.

WhatsApp exchanges between Vorcaro and Paulo Henrique Costa, the former CEO of state-controlled lender BRB, show that Master’s owner attempted to transfer the loans to BRB.

In one message, Costa said the proposal had been blocked by BRB’s compliance department because of the criminal investigations involving Lucas.

Even if the acquisition of Pintos had been submitted to the Central Bank under Lucas’s name, however, it is uncertain whether the regulator would have had the authority to block the transaction.

Guidance from the Central Bank’s Office of the General Counsel states that a person can be deemed unfit on integrity grounds only after a judicial conviction. Neither Lucas nor his sister has been convicted.

The press office representing Lucas and Francine said both are shareholders and members of the controlling shareholder group of Cedro Participações.

“The acquisition of control of Pintos S.A. Crédito, Financiamento e Investimento (Pincred) was conducted entirely with the advice of Pinheiro Neto Advogados, which prepared the applications and supporting explanations based on the same documents submitted to the Central Bank and Cade, both of which approved the transaction without reservations,” the statement said.

The representatives said the Central Bank received more complete and detailed information about the Cedro Group’s control structure, as the authority responsible for reviewing and approving transfers of control involving financial institutions.

“As for the merger notification submitted to Cade, specific terminology relevant to competition matters was used to describe the acquiring economic group, with all supporting documentation correctly setting out the corporate structure,” the statement said.

Regarding Operation Parcours, Lucas’s defense team said it “trusts that his innocence will be recognized.”

“The indictment is based on old facts that were already examined in a previous investigation and dismissed by the courts,” the lawyers said.

“The operation was based on events that occurred approximately six years after the end of any relationship between Lucas and the companies investigated in that case.”

The press office also said the Federal Police report “mentions funds managed by Reag only as a hypothesis that might eventually warrant further investigation.”

“After being formally consulted by the defense, the Federal Police stated that there is no ongoing investigation into the matter, indicating that the hypotheses were not supported by factual evidence,” the statement said.

Regarding the Banco Master loan, the representatives said it was obtained through a regular transaction “with an institution whose securities were, at the time, distributed by participants throughout the financial system.”

They also maintained that the loan had been repaid, that the funds were available and that the bank’s liquidator had been notified.

Cade said through its press office that the parties had not formally notified the regulator of any corporate restructuring.

“The competitive effects of the transaction would not change if the acquiring economic group remained the same,” the agency said.

Cade added that it does not comment on proceedings classified as confidential.

* By Alex Ribeiro — São Paulo

Source: Valor International

https://valorinternational.globo.com/