Brazil’s Helbor Moves Closer to Leaving the Stock Market After HBR Vote

Brazil · Business

Brazil’s mid-sized listed homebuilders have spent years squeezed by some of the world’s highest interest rates. On Friday, shareholders backed one family’s plan to merge two of its listed property firms and delist one.

Mogi Shopping in Mogi das Cruzes, São Paulo state, one of HBR Realty’s malls. Photo: Tet / Wikimedia Commons (CC0)

Shareholders of HBR Realty, a São Paulo shopping-centre and office owner, approved on 18 September 2026 a share-swap offer for developer Helbor. Both companies are controlled by the Borenstein family, and Helbor would become a wholly owned HBR subsidiary.

Why This Matters

Helbor is one of Brazil’s older residential developers, founded in 1977 in Mogi das Cruzes, near São Paulo. It listed on the stock exchange in 2007 and says it has delivered 46,000 homes in 30 cities.

Its shares traded at R$50.79 (US$9.85) at their 2013 peak and R$2.36 (US$0.46) before the offer, Seu Dinheiro reported. That is a fall of about 95% in little more than a decade.

Brazil’s benchmark Selic rate, set by the central bank, held at a peak of 15% from June 2025 to March 2026. High rates raise mortgage costs for buyers and borrowing costs for developers, who build with debt.

Seu Dinheiro said Helbor could become the latest company to leave B3 and its Novo Mercado. That is the top governance tier of B3, the São Paulo stock exchange.

Brazil also votes for president, governors and Congress in a first round on 4 October 2026. Dollar figures use the Central Bank’s PTAX selling rate of R$5.1575 per dollar on 18 September 2026.

What Shareholders Approved on Friday

HBR held an extraordinary shareholder meeting on Friday, 18 September, Money Times reported. Holders of 65.94% of HBR’s voting capital attended, and 64.71% voted in favour of the offer.

Holders of 1.23% of the voting capital voted against, according to the same report. The vote allows HBR to pursue the offer, but it does not complete the takeover.

HBR’s chief executive, Alexandre Nakano, said the deal combines companies with complementary roles in property development. HBR itself will stay listed on B3, while Helbor would leave the Novo Mercado.

The next steps are registration with the CVM, Brazil’s securities regulator, and the exchange offer itself. Money Times did not report a date for the auction on B3.

How the Offer Works

In Brazil, a public offer to buy shares is called an OPA, short for oferta pública de aquisição. HBR’s offer is a share swap rather than a cash bid, so Helbor holders would receive HBR stock.

Each Helbor share would be exchanged for 0.81553398 ordinary HBR shares, according to the companies. The ratio was set using 90-day weighted average share prices, Seu Dinheiro reported.

The deal was valued at R$2.52 (US$0.49) per Helbor share when it was announced in early July. Bloomberg Línea reported that this reference value will be adjusted by the Selic rate until settlement.

HBR must end up with at least 50.1% of Helbor’s voting capital, according to Bloomberg Línea. More than two-thirds of Helbor’s qualifying minority shareholders must also accept, Seu Dinheiro reported.

One Family on Both Sides

The Borenstein family controls both companies, holding about 51% of each, according to Money Times. Its holding company, Hélio Borenstein S.A., owns 38.56% of Helbor and 49% of HBR, Bloomberg Línea reported.

Family members Henrique and Henry Borenstein are co-controllers, according to the same report. The family has irrevocably committed to hand over its Helbor shares if the minimum thresholds are met.

Because one family controls buyer and target, the minority threshold gives outside Helbor investors a direct say. Bradesco BBI, the investment bank of Bradesco, provided a fairness opinion, and BTG Pactual acts as intermediary.

Two Businesses With Different Cycles

HBR was created in 2011 as the Borenstein family’s rental-income arm, according to its investor relations site. It owns Mogi Shopping and Suzano Shopping near São Paulo, and Patteo Olinda in Pernambuco state.

Its website also lists the HBR 3A office project and the W São Paulo hotel among its assets. Helbor builds and sells apartments, and over half its land bank targets upper-middle to luxury buyers, ADVFN reported.

“One of HBR’s greatest challenges is sourcing its primary raw material, land,” Nakano said, according to Seu Dinheiro. Helbor holds land for projects with a potential sales value of about R$12 billion (US$2.3 billion).

About 83% of that land bank is in the city of São Paulo, Money Times reported. The companies expect annual savings of R$10 million to R$20 million (US$1.9 million to US$3.9 million) from shared governance.

Why the Shares Fell After the Announcement

The market reaction in July was negative for both companies. Helbor shares were down 19.07% at R$1.91 (US$0.37) around midday on 6 July, Seu Dinheiro reported.

HBR shares were down 17.76% at R$2.11 (US$0.41) at the same time, according to the same report. In a share swap, a fall in the buyer’s stock also cuts what the target’s holders will receive.

At the time, Bloomberg Línea put Helbor’s market value at R$316 million (US$61 million). It put HBR’s market value at R$267 million (US$52 million), well below the R$2.05 billion (US$397 million) valuation at its 2021 listing.

Helbor reported net debt of R$1.67 billion (US$324 million), equal to 59% of its equity, Bloomberg Línea said. First-quarter profit attributable to controlling shareholders fell 74.5% to R$1.9 million (US$368,000), Seu Dinheiro reported.

Interest Rates and the Housing Market

The Central Bank’s monetary policy committee, Copom, began cutting the Selic in March 2026. On 16 September it cut the rate by 0.25 percentage point to 13.75%, its fifth consecutive cut, Poder360 reported.

The committee did not signal its next move, and its next meeting is on 4 November, Jornal do Brasil reported. The rate had stayed at its 15% peak for about nine months before the cutting cycle began.

The housing market has split in two, according to data from Abrainc, the developers’ association, and research institute Fipe. In the 12 months to March 2026, unit sales under the state-backed Minha Casa Minha Vida programme rose 12.2%.

Unit sales in the mid- and high-end segment, the one most relevant to Helbor, fell 12.2% over the same period. The programme’s name translates as “My House, My Life”, and it targets lower-income families.

What It Means If You Hold Shares or Invest in Brazil

Helbor minority shareholders will have to choose between taking HBR shares and staying in a company leaving the Novo Mercado. Their decision matters because the two-thirds minority threshold can block the deal.

For HBR shareholders, management expects daily trading volume to rise from R$1 million (US$194,000) to R$3.5 million (US$679,000). For foreign investors, the deal shows how Brazil’s small listed companies are consolidating or leaving the exchange.

The pace of Selic cuts after the 4 October election will shape demand for the mid- and high-end homes Helbor sells. Anyone holding either stock should read the final offer notice once the CVM registers it.

What Is Not Yet Known

The CVM has not yet registered the offer, and no auction date has been published. It is not known whether enough of Helbor’s minority shareholders will accept the share swap.

The final value of the offer will depend on HBR’s share price and the Selic adjustment at settlement. The reports reviewed do not say how Helbor’s net debt would be managed inside HBR.

No shareholder group has publicly announced opposition to the offer in the reports reviewed by The Rio Times. It is also unclear how the election result will affect interest rates and property demand next year.

Frequently Asked Questions

Sources: Money Times, HBR shareholders approve the Helbor offer, Análise de Ações, the 18 September vote, Bloomberg Línea, terms, conditions and Borenstein holdings, Seu Dinheiro, share reaction and CEO interview, Seu Dinheiro, Helbor’s 95% share decline, ADVFN, deal rationale and land bank, InfoMoney, HBR board approves the offer, Helbor, company history, HBR Realty, company history, Brazil Journal, HBR’s 2021 listing, Poder360, Copom cuts the Selic to 13.75%, Jornal do Brasil, Copom decision and next meeting, Abrainc-Fipe, housing indicators to March 2026, TSE, 2026 election calendar, Banco Central do Brasil, PTAX dollar rate