VIVR3

Viver Incorporadora e Construtora S.A., traded on B3 under the ticker VIVR3, is a real estate developer and construction company founded in 1992 under the name Inpar. Over more than three decades, it has built a presence in different real estate development segments, covering residential projects ranging from super low-income to high-end, as well as commercial projects such as office suites and corporate floors, shopping centers, medical buildings, mixed-use developments, and built-to-suit operations. Its entry into the capital markets took place in 2007, with its IPO on B3’s Novo Mercado segment, which is aimed at companies that adopt more demanding corporate governance practices. In 2008, the Paladin Prime Residential real estate fund, managed by Paladin Realty Partners, became the main shareholder in the controlling block, triggering a reorganization process with an emphasis on more conservative financial management, transparency, and review of internal processes. In 2011, the former Inpar adopted its current name, Viver Incorporadora e Construtora S.A.

Viver’s recent trajectory has been marked by an intense financial and operational restructuring. The Brazilian economic recession significantly affected the company’s capital structure, and it filed for judicial reorganization in September 2016, with the aim of preserving business continuity, honoring commitments to unit buyers, suppliers, creditors, and shareholders, and protecting the group’s cash position. Between 2018 and 2024, several capitalization tranches were carried out, with the conversion of debts qualified in the judicial reorganization process into equity, resulting in the settlement of more than R$ 1 billion in claims. At the same time, the company negotiated and settled significant liabilities, including transactions with financial institutions, debentures, and financings linked to specific projects. In 2021, Viver completed its exit from judicial reorganization, a milestone that signaled the end of its turnaround cycle and its repositioning for a new stage of growth based on two structured business models: greenfield and brownfield.

Viver Incorporadora e Construtora’s greenfield model focuses on the full development of real estate projects, from land scouting and acquisition to delivery of the units. In this area, the company began prioritizing projects with a General Sales Value (VGV) between R$ 70 million and R$ 110 million, located in middle-income areas of the city of São Paulo, which the company views as markets with lower competition and better profitability opportunities. Greenfield operations involve a complete cycle that covers market research, project design and approval, obtaining permits and licenses, construction, sales, transfer of financing to buyers, and post-construction technical support. Land acquisitions may be carried out directly by Viver or in partnership with strategic partners specialized in the target regions, which allows for risk sharing and local expertise.

In the brownfield space, Viver structured the brand and business model Solv, dedicated exclusively to halted residential real estate projects and stressed real estate assets. Solv’s proposal is to acquire unfinished developments, renegotiate liabilities, reorganize the legal and financial structure, revamp the product, and complete the works. The process involves scouting assets across Brazil, legal analysis of liabilities, technical assessment of the works by the engineering team, feasibility studies by financial planning, and subsequent negotiation of the assets. After acquisition, each project is assigned a business manager responsible for monitoring operational and financial performance until completion. This brownfield focus positions Viver in a niche still scarcely explored by developers, in an environment where specialized funds have traditionally dominated the stressed-assets market, and reinforces the complementary nature of the greenfield and brownfield fronts within the company’s strategy.

Viver Incorporadora e Construtora’s revenues come mainly from real estate development and sales, a segment that predominantly drives cash generation and results. In 2024, revenue from real estate represented more than 99% of consolidated net operating revenue, while other revenues, associated with real estate asset management services and the acquisition of receivables from halted works, had a residual weight. The company operates in real estate development primarily in the residential segment, with products spanning super low-income, low-income, mid-range, upper mid-range, and high-end standards, in addition to commercial projects. The sales process combines an in-house sales team and third-party real estate brokers, supported by marketing campaigns and structured sales stands. The company also maintains a technical assistance department, with outsourced after-sales service, dedicated to recording and handling maintenance requests, which in turn feeds back into improvements in construction methodology.

In terms of geographic footprint, Viver has developed and built projects in several regions of Brazil and maintains inventory distributed across all regions of the country. In recent years, however, its commercial and new-launch strategy has become focused on the city of São Paulo, particularly in middle-income areas, as a way to seek greater capital-allocation efficiency and reduced operational risks. Solv, in the brownfield segment, has a nationwide scope for acquiring stressed real estate assets, which broadens the field for scouting opportunities, even though the company’s consolidated revenue generation remains fully tied to the Brazilian market. In 2024, 100% of the group’s net operating revenue originated from clients located in Brazil, with no material revenues abroad.

Viver’s operations are subject to the typical regulatory environment of the real estate development sector, governed by federal, state, and municipal rules. Development activity is regulated by specific legislation that imposes obligations such as registering projects with the real estate registry office, including the registration number in marketing materials and contracts, assuming responsibility for construction of the buildings, transferring ownership of the units to buyers, and recording completion of construction and condominium specifications. In addition, each project is subject to local zoning laws, building codes, and environmental rules, requiring the issuance of authorizations and environmental licenses for interventions such as earthmoving and removal or pruning of vegetation. Licensing is carried out before municipal, state, and, in specific cases, federal environmental agencies, and may involve compensatory requirements such as tree planting or acquisition of areas equivalent to those impacted.

On the environmental, social, and corporate governance front, Viver Incorporadora e Construtora, although listed on B3’s Novo Mercado, reports that it does not yet publish a specific ESG report, a greenhouse gas emissions inventory, a materiality matrix, or formal key performance indicators in this agenda. The company states, however, that it adopts practices aimed at considering environmental aspects when assessing land, paying attention to elements such as water sources, vegetation, and permanent preservation areas, and claims to seek full compliance with applicable environmental legislation, obtaining the necessary licenses according to each project’s stage. The Viver and Solv brands are registered with the INPI and are used to differentiate the fronts focused on traditional development projects and stressed assets, forming the corporate architecture that underpins the business model presented after the restructuring.

The company’s ownership and capital structure has undergone several recent changes linked to its deleveraging and reorganization strategy. Between 2022 and 2024, a highlight was the settlement of significant debts, including an agreement with the FGTS, the company’s main creditor, which significantly reduced leverage and brought shareholders’ equity back into positive territory. During this period, convertible debentures were issued that attracted new institutional investors to the shareholder base. In 2024, Viver also carried out corporate transactions involving special purpose entities and a partial spin-off, with the transfer of part of the assets to RDVC City S.A., segregating greenfield projects, brownfield projects, and projects in final stages into distinct structures. These moves are intended to align the risk profile and provide differentiated visibility to the business models, keeping Viver Incorporadora e Construtora, with VIVR3 shares traded on B3, as a company focused on real estate development, especially residential, in a competitive and fragmented market environment in Brazil.