OSXB3 OSX Brasil

OSX Brasil S.A. – Under Court-Supervised Reorganization is a publicly held corporation founded on September 3, 2007, headquartered in the city of Rio de Janeiro. Its common shares are traded on B3, in the Novo Mercado segment, under the ticker OSXB3. Originally conceived as a provider of integrated solutions for the offshore oil and natural gas industry, the company structured its operations in the segments of shipbuilding, chartering of exploration and production (E&P) units, and operation and maintenance (O&M) services. Throughout its trajectory, the company was strongly linked to the development of the Naval Construction Unit at Porto do Açu (UCN Açu), in São João da Barra (RJ), conceived as a large industrial complex focused on the construction and integration of large vessels and platforms.

In its early years of operation, OSX entered into a strategic cooperation agreement with then OGX Petróleo e Gás Participações S.A., now Óleo e Gás Participações S.A., which became its main customer and anchored the company’s initial order book. This relationship involved priority in the supply of E&P units by OSX to OGX and supported the development plan for the shipyard at Porto do Açu. To enable the implementation of UCN Açu, on an area of approximately 3.2 million square meters owned by LLX Açu Operações Portuárias S.A. (now Prumo Logística S.A.), the company entered into a long-term usage rights agreement and obtained significant financing from BNDES and Caixa Econômica Federal, with funds from the Merchant Marine Fund earmarked for shipbuilding.

The financial deterioration of the economic group linked to OGX, starting in 2013, had a direct impact on OSX Brasil’s original business model. The court-supervised reorganization filing by its main customer resulted in the cancellation of orders for E&P units to be built at UCN Açu, as well as the termination of chartering and O&M contracts. Faced with the inability to meet short-term financial obligations, the company and its subsidiaries OSX Açu and OSX Serviços Operacionais Ltda. filed for court-supervised reorganization in November 2013. The reorganization plans were approved at a creditors’ meeting in December 2014, focusing on raising new funds, restructuring debt, readjusting UCN Açu’s businesses, and divesting assets linked to the international leasing structure. The process included debenture issues, sale and deconsolidation of assets, and operational reorganization around the assets located at Porto do Açu.

Following implementation of the reorganization plan, OSX underwent a significant change in its operating profile. With the wind-down of operational shipbuilding activities, chartering of units and O&M services, the company concentrated its business model on the economic exploitation of its area in the port and industrial complex of Porto do Açu through the leasing of port and industrial areas. In the fiscal year ended in 2024, 100% of OSX’s net revenue, in the amount of approximately R$ 64.4 million, originated from the area leasing segment within OSX Açu, highlighting the predominance of this activity in cash generation. Although the company still includes segments linked to the naval and offshore industry in its corporate purpose, these arms are currently inactive and may only be reactivated if new market opportunities arise.

OSX Brasil’s current product and service portfolio is focused on offering lease contracts for licensed areas with basic implementation infrastructure located at UCN Açu. This infrastructure includes power, water, sewage, internal road access, security and office facilities, in addition to industrial areas with warehouses, a heavy-duty concrete yard and an extensive quayside. Managed by subsidiary OSX Açu, the company offers areas suitable for the installation of businesses related to the shipbuilding industry, storage services, port operations, loading and unloading services, integrated logistics and ancillary port services, such as water supply, effluent treatment, waste collection and support for vessel maneuvers. The large wet area, with almost four kilometers of frontage along the Porto do Açu channel, is one of the main physical attributes of the asset, enabling berthing and support for large-scale maritime operations.

OSX Açu’s customers are predominantly industrial and service companies linked to the oil, natural gas, logistics and related industries value chain that seek to set up operations or operate within the Porto do Açu complex. In the 2024 fiscal year, the main customers were Dome Serviços Integrados (a joint venture linked to Prumo and GranIHC), Aliseo S.A. and Carboamerica, each accounting individually for more than 10% of the company’s net revenue. Together, these area lease contracts generated approximately R$ 59.7 million in revenue, with Dome accounting for about 57% of net revenue, Aliseo approximately 35% and Carboamerica around 9%, reinforcing the high concentration of the client base and the corporate nature of the demand for areas in the complex.

OSX Brasil’s geographic footprint is essentially concentrated in the State of Rio de Janeiro, with a focus on the Industrial District of São João da Barra, where UCN Açu is located. The company does not record material revenue abroad, and its cash generation is entirely linked to domestic area leasing operations at Porto do Açu. This complex is currently one of the largest port hubs in the country, with a strong vocation for handling oil, iron ore, project cargo, bauxite, coke, coal and potential additional flows of containers, grains and general cargo, which increases the region’s attractiveness for new industrial and service ventures. In this context, OSX seeks to use its real estate and port assets to attract companies interested in setting up in the area of influence of the Campos Basin, in an environment characterized by oil and gas projects and, potentially, energy transition initiatives.

From a regulatory standpoint, OSX operates in an environment heavily conditioned by environmental licenses and administrative authorizations linked to the industrial facilities at Porto do Açu. The company and its subsidiary OSX Açu hold Installation Licenses (LI) and Operating Licenses (LO) issued by the Rio de Janeiro State Environmental Institute (INEA), which authorize the implementation and operation of UCN Açu, covering industrial areas, quay, dry dock, welding yards (spoolbase) and a fluids and bulk plant. Over the years, the licenses have undergone several endorsements and renewals, allowing for the expansion of authorized activities and the adjustment of the plant to the needs of the projects installed. In addition, the company holds a municipal operating permit and a certificate of approval from the Fire Department, and it conducts annual monitoring of its Basic Environmental Plan with INEA, in line with the conditions imposed for operating the industrial complex.

In environmental, social and governance (ESG) aspects, OSX Brasil, although listed on B3’s Novo Mercado, has not yet published a specific sustainability report or formal greenhouse gas emissions inventories. The company is undergoing a corporate and financial restructuring process, including the processing of a new court-supervised reorganization filed in 2024 and judicial intervention in its management, which affects the pace of formalizing ESG practices. Even so, its corporate communications emphasize an intention to develop projects aligned with the energy transition, such as potential partnerships in offshore wind power and green hydrogen, leveraging the strategic location of the area in southeastern Brazil. In terms of governance, the Novo Mercado listing implies adherence to high standards of transparency and corporate structure, and the company declares formal commitments to principles of fairness, accountability and respect for people, with a focus on a non-discriminatory work environment aligned with good human resources practices. Taken together, these elements help characterize the company’s current stage of evolution as an operator of port and industrial assets in the process of consolidating its post-restructuring business model, while keeping OSXB3 shares listed on B3 and subject to the dynamics of the Brazilian capital markets.