Brazil Clears the OceanPact and CBO Shipping Merger

Brazil · SHIPPING

The clearance came in July. What arrived this week was the end of Petrobras’s attempt to reopen it.

OceanPact and CBO can now close the merger that makes them Brazil’s second largest offshore support shipping group. The last obstacle fell when Cade refused to hear an appeal by Petrobras.

Petrobras is by far their biggest customer. The two boards met on 1 September 2026 and fixed 16 September as the closing date.

What Cade Actually Decided, and When

Cade’s Superintendência-Geral investigates mergers. It approved this one without conditions on 27 July 2026, and the decision was published the next day.

Petrobras appealed on 12 August, asking Cade’s tribunal to take the case up. The reporting commissioner refused to admit the appeal on 24 August.

That commissioner is José Levi Mello do Amaral Júnior. The full tribunal confirmed his ruling in a virtual session that closed on 31 August.

So the tribunal never looked at the merits of the merger. The July clearance simply became impossible to challenge.

Why Petrobras Objected

Petrobras charters more offshore support vessels than anyone else in Brazil. That makes it the party most exposed when two of its suppliers merge.

Cade admitted it as an interested third party on 26 May 2026. It filed its appeal a little under three months later.

The appeal argued the combined group would hold too much Brazilian-flagged tonnage. It also said rivals would struggle to convert other vessel types to compete.

The commissioner did not weigh those arguments. He found Petrobras had filed no technical material to back them, and refused the appeal on that ground alone.

What the Deal Does

CBO Holding is absorbed into OceanPact and ceases to exist. All its rights and obligations pass to OceanPact.

This is an absorption, not a share swap. CBO does not survive as a subsidiary.

OceanPact issues 274,551,446 new shares at a ratio of 1.98057 per CBO share. CBO’s owners end up with 57.86% of the enlarged company.

OceanPact’s existing holders keep 42.14%. Flavio Andrade stays on as chief executive of the combined group.

Who Owns CBO

CBO is controlled by two Brazilian private equity houses. Vinci Compass and Pátria hold about 38% each.

BNDESPar, the investment arm of the state development bank, holds roughly 18%. A small group of Italian shareholders from an earlier deal holds the rest.

What the Combination Looks Like

OceanPact runs 28 vessels and also sells environmental and subsea services. CBO runs 45, a younger fleet, on much fatter margins.

Together they report revenue above 4 billion reais (US$776 million). Operating earnings before depreciation come to about 1.8 billion reais (US$349 million).

Their contracted backlog is near 13.6 billion reais (US$2.6 billion). CBO contributes roughly two thirds of the combined profit.

The 73-ship fleet makes the group the second largest in Brazilian offshore support. Analysts disagree on which operator remains ahead of it.

The Cost of Getting There

Net debt rises to about 2.6 times annual earnings on a combined basis. OceanPact alone carried 1.7 times.

Itaú BBA put the synergies at roughly 757 million reais (US$147 million). Neither company disclosed a transaction value.

What Happens on 16 and 17 September

The merger closes on 16 September 2026, when CBO Holding is formally absorbed. The new shares are issued the same day.

From 17 September the stock trades without a right attached to it. That right is to redeemable preferred shares in a separate holding company.

The holding was carved out to hold OceanPact’s old claims against Petrobras over the UP Offshore vessels. Any money recovered goes only to shareholders who owned the stock before the merger.

The 274,551,446 new shares also start trading that day. The ticker stays OPCT3 on the Novo Mercado segment of B3, the São Paulo exchange.

How the Market Took It

OceanPact rose as much as 2.8% during 1 September. It touched 10.76 reais (US$2.09) against a previous close of 10.26 reais (US$1.99).

It finished the day at 10.50 reais (US$2.04), up 2.3%. Volume ran at roughly twice a normal day.

Frequently Asked Questions

Did Cade approve the merger on 1 September 2026?

Not quite. Cade’s Superintendência-Geral cleared it on 27 July 2026, and in September Petrobras’s appeal against that clearance was thrown out.

What is Cade?

Cade is Brazil’s competition regulator, formally the Conselho Administrativo de Defesa Econômica. Deals above a size threshold cannot close without its clearance.

Why did Petrobras object?

It argued the combined fleet would hold too much Brazilian-flagged tonnage. The reporting commissioner found it had filed no technical evidence and refused to hear the appeal.

Is this a new company with a new listing?

No. CBO Holding is absorbed into OceanPact, which keeps its name and its ticker, OPCT3.

How big is the combined fleet?

OceanPact brings 28 vessels and CBO 45, for a combined 73. Together they report revenue above 4 billion reais (US$776 million).

Sources: Cade, Despacho SG nº 991/2026 of 27 July 2026 and Despacho Decisório nº 35/2026/GAB6; Diário Oficial da União; company filings to B3; InfoMoney; Money Times; Brazil Journal. Converted at 5.1564 reais to the dollar, the Banco Central PTAX rate for 1 September 2026.

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