HBOR3 Helbor Empreendimentos

Helbor Empreendimentos S.A. is a Brazilian real estate developer founded in 1977 by Henrique Borenstein in the city of Mogi das Cruzes, in the São Paulo Metropolitan Area. In its first two decades, the company focused on developments in that municipality, building an initial portfolio of 20 projects before entering the São Paulo city market. In 2007, upon completing 30 years of operations, it carried out its initial public offering on the Brazilian stock exchange, currently B3 S.A. – Brasil, Bolsa, Balcão, and began trading in the highest corporate governance segment, the Novo Mercado, through its common shares HBOR3. The IPO raised R$ 232 million and marked the company’s transition to a more robust capital structure geared toward growth in larger-scale markets, particularly in the city of São Paulo.

Helbor Empreendimentos’ recent trajectory has been marked by successive financing and capital-strengthening operations. In 2015, the company accessed the debt market through a debenture issuance in the amount of R$ 150 million, with remuneration linked to the DI rate plus 1.90% per year and a five-year term. In the same period, share buyback programs were approved, one of which resulted in the acquisition of just over 2 million common shares, equivalent to 1.89% of the free float at the time. Between 2016 and 2019, the company carried out significant capital increases via private subscription and restricted offerings, including a 2019 transaction that raised around R$ 560 million with the issuance of more than 211 million new common shares. In 2020, a R$ 440 million reduction in share capital was approved, without share cancellation, as well as a reverse stock split of five shares into one, which adjusted the number of shares outstanding without changing total capital.

Helbor’s business model is defined by its exclusive role as a real estate developer, without directly conducting construction activities. The company focuses on the design, economic feasibility and full management of the development process, delegating physical execution of construction to partner builders. Activities include identifying, analyzing and acquiring land; preparing economic and financial feasibility studies; developing architectural and urban planning projects; obtaining licenses and approvals; marketing planning; selling units; and supervising construction. The company operates predominantly through special purpose entities (SPEs), in which it often partners with other developers or construction firms that contribute local or technical expertise in specific target markets.

Helbor Empreendimentos’ revenue generation is organized into three main operating segments. The property sales segment is the core of the business and accounts for most consolidated revenue, focusing on residential and commercial units in the São Paulo Metropolitan Area. This segment covers everything from land acquisition to the launch, marketing, and sale of units, with a predominant focus on mid- to high-end and ultra-high-end projects through controlled SPEs. The second segment is services, in which the company is compensated through fees related to construction supervision, development of studies and projects, and management of projects carried out in partnership with other companies, also primarily targeting mid- to high-end and ultra-high-end segments. The third segment, rental of own properties, is limited and strategic in nature, used to monetize assets with income-generating potential, without ruling out the possibility of future sale of these units, which remain available for disposal.

Helbor’s strategy is heavily concentrated in the city of São Paulo and Greater São Paulo, both in terms of launches and landbank formation. The acquired land portfolio has an estimated Potential Sales Value (VGV) of more than R$ 12 billion, with a focus on fast-turn projects and an average maturity of two to three years between land purchase and project launch. Although the São Paulo metropolitan region is the central axis, the company also evaluates opportunities in other locations where it identifies partners with a strong presence and competitive advantages, allowing the development of customized products for specific demand profiles. Historically, the company has carried out projects in different segments, from low-income to ultra-high-end, including residential, commercial and mixed-use developments. Since its founding, it has recorded hundreds of launched projects, tens of thousands of delivered units, and millions of square meters developed or under development.

From a regulatory standpoint, Helbor operates in an environment heavily governed by federal and municipal legislation related to real estate development. Its activities are subject to Law No. 4,591/64, which regulates real estate development, Law No. 6,766/79 on urban land subdivision, the Civil Code, and rules governing real estate registries and state-level notary oversight bodies, in addition to municipal land use, occupancy, and zoning laws. In certain financing operations, projects may fall under the Real Estate Financial System (Sistema Financeiro Imobiliário), governed by Law No. 9,514/97, or the Housing Finance System (Sistema Financeiro Habitacional), regulated by Law No. 4,380/64. The company must obtain approvals, permits and development registrations before starting sales, comply with segregated-asset (patrimônio de afetação) rules, and observe the provisions of the so-called “New Termination Law” (Law No. 13,786/2018), which establishes parameters for terminating purchase agreements for real estate units and for refunding amounts to buyers in case of contract termination.

Corporate governance has played an important role in Helbor’s structure since its listing on B3’s Novo Mercado, a segment that requires, among other things, capital composed only of common shares and stricter transparency practices. HBOR3 shares are included in B3 indices focused on differentiated governance, such as the IGCX, IGC-NM and ITAG, which group companies with higher standards of minority shareholder protection. In 2022, the company reorganized its executive board, creating a vice presidency responsible for governance, compliance, internal controls and corporate risks, and adjusted its bylaws to establish an audit committee in accordance with Brazilian Securities and Exchange Commission regulations. In the same year, it approved formal policies for risk management, nomination of management members, compensation and ESG guidelines, aligning management with the latest market and regulatory requirements.

In environmental, social and governance terms, Helbor Empreendimentos has been consolidating structured sustainability practices. The company began publishing a sustainability report based on Global Reporting Initiative guidelines, covering information on environmental, social and governance impacts and linking its initiatives to the United Nations Sustainable Development Goals. On the social front, a highlight is the “Incorporando Conhecimento” (“Building Knowledge”) program, developed in partnership with Instituto Alicerce and construction firms, which offers educational training and skills development for workers involved in construction projects, with part of their workday reserved for attending classes and undergoing periodic assessments of progress. On the environmental front, in 2024 the company obtained the AQUA Developer certification, granted by Fundação Vanzolini, becoming a developer recognized for high environmental quality construction practices and for projects certified with the AQUA-HQE label. In addition, it monitors its greenhouse gas emissions in scopes 1 and 2, using GHG Protocol standards to standardize measurement and support climate risk management.

With more than four decades of operations, Helbor Empreendimentos has built a track record of significant presence in the Brazilian real estate market, with an emphasis on the São Paulo Metropolitan Area and a focus on mid- to high-end and ultra-high-end residential developments. The company structures its growth strategy around a landbank concentrated in areas with urban densification potential, partnerships with construction firms and other developers, recurring access to capital markets, and the adoption of governance and sustainability practices. Exposure to specific real estate development regulations, housing credit dynamics and domestic economic conditions defines the environment in which HBOR3 shares, traded on B3, reflect the performance of the company’s residential development activities over the cycles of the construction and real estate markets in Brazil.