VIVR3 Viver Incorporadora e Construtora

Viver Incorporadora e Construtora S.A., traded on B3 under the ticker VIVR3, is a real estate developer and construction company that traces its origins back to 1992, when it was founded 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 developments such as office suites and corporate floors, shopping centers, medical buildings, mixed-use projects and built-to-suit operations. The company entered the capital markets in 2007 with its IPO on B3’s Novo Mercado segment, aimed at companies that adopt more demanding corporate governance practices. In 2008, the real estate fund Paladin Prime Residential, managed by Paladin Realty Partners, became the main shareholder in the controlling block, triggering a reorganization process focused 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 history has been marked by an intense financial and operational restructuring. The Brazilian economic recession significantly affected the company’s capital structure, leading it to file for judicial reorganization in September 2016, with the aim of preserving the continuity of operations, 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 debts recognized in the judicial reorganization process being converted into equity, resulting in the settlement of more than R$ 1 billion in claims. In parallel, the company renegotiated 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 marked 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 prospecting and acquisition to the delivery of units. In this area, the company began prioritizing projects with a Gross Development Value (VGV) between R$ 70 million and R$ 110 million, located in middle-income areas of the city of São Paulo, which the company considers markets with lower competition and better profitability opportunities. Greenfield operations involve a complete cycle that includes market research, design and project approval, obtaining permits and licenses, construction, sales, mortgage transfer and post-construction technical assistance. 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 access to local expertise.

In the brownfield segment, Viver structured the Solv brand and business model, focused exclusively on interrupted residential real estate projects and distressed real estate assets. Solv’s proposal is to acquire unfinished projects, renegotiate liabilities, reorganize the legal and financial structure, revamp the product and complete the construction works. The process involves prospecting assets throughout 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 through completion. This brownfield activity places Viver in a niche still little explored by developers, in a context where specialized funds have traditionally dominated the distressed asset market, and it reinforces the complementary nature of the greenfield and brownfield fronts within the company’s strategy.

Viver Incorporadora e Construtora’s revenue comes mainly from property development and sales, a segment that predominantly drives cash generation and results. In 2024, revenue from properties accounted for more than 99% of consolidated net operating revenue, while other revenue, associated with real estate asset management services and the acquisition of credits from halted construction works, had a residual share. The company operates in real estate development mainly in the residential segment, with products ranging from super low-income, low-income, mid-range, upper mid-range to high-end, 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 services to record and handle 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, the commercial and new launch strategy has been concentrated in the city of São Paulo, particularly in middle-income areas, as a way to seek greater efficiency in capital allocation and a reduction in operational risks. Solv, in the brownfield segment, has a national scope for the acquisition of distressed real estate assets, which broadens the range of prospecting 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 came from customers located in Brazil, with no material revenue from abroad.

Viver’s operations are subject to the regulatory environment typical of the real estate development sector, governed by federal, state and municipal rules. Real estate development activities are regulated by specific legislation that imposes obligations such as registering projects with the land registry office, indicating the registration number in marketing materials and contracts, bearing responsibility for the construction of buildings, transferring unit ownership to buyers and recording the completed construction and condominium specification. In addition, each project is subject to local zoning laws, building codes and environmental regulations, requiring the obtainment of environmental authorizations and licenses for interventions such as earthmoving, vegetation suppression or pruning. Licensing is handled before municipal, state and, in specific cases, federal environmental agencies and may involve compensatory requirements such as tree planting or the acquisition of areas equivalent to those affected.

On the environmental, social and 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 for this agenda. The company states, however, that it adopts practices aimed at considering environmental aspects in land evaluation, with 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 the stage of each project. The Viver and Solv brands are registered with the INPI and are used to differentiate the fronts focused on traditional development projects and on distressed 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, the settlement of significant debts stands out, 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, the company issued convertible debentures 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, transferring part of the portfolio to RDVC City S.A., segregating greenfield projects, brownfield projects and near-completion projects into distinct structures. These moves aim to align the risk profile and provide differentiated visibility for the business models, while 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 Brazilian market.