Confidential Enquiries · Institutional Counterparties Only
Brazil São Paulo CVM BRL

Stock Loans Against Brazil-Listed Equity

Institutional securities-backed lending against shares listed on B3 — Brasil, Bolsa, Balcão — for controlling shareholders, founders, and family offices holding positions on the CVM-regulated Brazil market.

01 · The Market
Americas

About B3 — Brasil, Bolsa, Balcão.

B3 — Brasil, Bolsa, Balcão is the principal cash equity venue of Brazil. Established in 2017 (merger; predecessor BM&FBovespa from 2008; founding exchanges from the 19th century), it operates today under the regulatory oversight of the Comissão de Valores Mobiliários (CVM). The exchange’s principal indices are Ibovespa, IBrX 50. Listing standards and continuing obligations are codified in the Regulamento do Listamento da B3; Novo Mercado standards.

The principal Latin American equities venue. The Novo Mercado tier imposes one-share-one-vote and full free-float requirements that materially affect the eligibility of controlling-shareholder positions for collateralisation.

The exchange operates the following segments: Novo Mercado (highest corporate-governance tier); Level 2; Level 1; Bovespa Mais. Each segment imposes its own listing standards and continuing obligations, which interact with the firm’s eligibility analysis for institutional positions.

02 · Eligibility
For Institutional Positions

What qualifies on B3.

B3 is an established but selective market. Eligibility on B3 is assessed against single-stock liquidity, free float, and shareholder concentration; the firm’s threshold for institutional positions is calibrated to the market’s depth and the specific underlying.

For any specific position on B3, the firm’s eligibility review addresses: free float and average daily trading volume relative to the contemplated pledge size; the shareholder’s status (controlling shareholder, substantial shareholder, director, or otherwise) and the resulting disclosure profile; the issuer’s sector and the segment in which it is listed; any concurrent regulatory considerations (takeover-code mechanics, foreign-ownership caps, regulated-industry restrictions); and the specific structuring requirements of the contemplated transaction (LTV, tenor, currency, recourse profile, custody arrangement).

Indicative terms for a B3-listed position are issued only after a review of the specific position. A published rate sheet is not used; the discipline of the structuring is itself the value.

03 · Disclosure
CVM Reference

Framework cited on B3.

The principal regulatory reference on B3 is CVM Resolution 80. Operational mechanics, reporting levels, step thresholds, and per-transaction interpretation are governed by the underlying rules and the relevant national-law overlays. These are mapped against any contemplated transaction at the structuring stage in coordination with the borrower’s chosen counsel.

For controlling shareholders, directors, and other regulated holders, additional regimes apply on B3 — including the takeover-code mechanics of the Brazil market, insider-dealing rules under the CVM framework, and listing-rule restrictions on dealings during defined windows. The disclosure footprint of any contemplated transaction is mapped at the structuring stage; sequencing, language, and concurrent regulatory communications are managed accordingly.

References above are public regulatory citations published for information only. They are not legal advice. The primary sources — the Regulamento do Listamento da B3; Novo Mercado standards, the Comissão de Valores Mobiliários rulebook, and applicable statutory instruments — should be consulted directly. Each enquirer should obtain independent legal advice in the relevant jurisdiction for any specific transaction.

In Depth
The Venue, Specifically

On this market, specifically.

Liquidity and the index

B3 is Latin America’s leading equities venue, benchmarked by the Ibovespa and the IBrX 50, with a tiered governance ladder running from Novo Mercado down through Level 2, Level 1, and Bovespa Mais. That ladder is not merely cosmetic for collateral purposes: the Novo Mercado tier’s one-share-one-vote rule and full free-float requirement mean a controlling-shareholder line there behaves differently, in float and in eligibility, from a position on the lower tiers. B3 is deep in its leading names but selective further down, so single-name analysis — free float, turnover, and register concentration — carries more weight than index membership alone when a pledge is sized.

Structuring notes

The structuring hook on B3 is the interaction between a pledge and the Novo Mercado commitments. Because that tier requires a full free float and one-share-one-vote, an arrangement in which a lender could take or vote a controlling block is examined against those listing obligations, not just against the CVM Resolution 80 reporting line around 5%. Collateral is held and settled through B3’s integrated depository and clearing, which keeps perfection and release operationally contained. For a holder whose liabilities are in hard currency, the loan can be drawn on a cross-currency basis rather than in BRL, with the hedging and tax points set out in the documentation.

04 · Process
From Enquiry to Funding

The route to a B3 stock loan.

The firm’s engagement model is consistent across markets: five disciplined stages from confidential enquiry to capital deployment, with senior principals throughout. For B3-listed positions, the structuring stage addresses the market-specific factors above — settlement under the B3 conventions, custody arrangements with a Brazil-qualified custodian, BRL-denominated and cross-currency options, and disclosure timing under the CVM regime.

See the full process →

05 · FAQ
B3-Specific Questions

What people most often ask about B3.

Q · 01 What is the typical loan-to-value for a stock loan against B3-listed positions?
LTV on B3 is calibrated to the specific position. The principal drivers are the underlying’s free float, average daily trading volume, volatility, and the borrower’s regulatory profile. For a large-cap, high-volume B3 name, LTV is materially higher than for a thinly-traded or recently-listed position. A non-recourse structure runs at lower LTV than a full-recourse structure on the same underlying. Indicative ratios are issued only after a review of the specific B3 position; there is no published rate sheet.
Q · 02 Which B3-listed segments are eligible for stock loans?
Eligibility is assessed case by case. The firm considers positions across the segments operated by B3 — Brasil, Bolsa, Balcão: Novo Mercado (highest corporate-governance tier); Level 2; Level 1; Bovespa Mais. Higher-tier (premium / large-cap / main-market) segments are typically more straightforward to structure than growth / SME segments, principally because of free-float and liquidity differences.
Q · 03 In which currency can a B3 stock loan be denominated?
The default is BRL, the listing currency. Cross-currency structures, for example, financing a BRL-denominated B3 position with a USD or EUR loan, are common and routinely available. The cross-currency element introduces hedging, settlement, and tax considerations that are addressed in the documentation.
Q · 04 Are there foreign-ownership constraints on B3-listed shares relevant to a pledge?
Foreign-ownership rules vary by issuer and by sector on B3; regulated sectors (banking, telecoms, defence, natural resources, and others) commonly carry ownership caps and notification requirements that interact with collateralised structures. The firm’s structuring review addresses these expressly for any specific position.
06 · Other Americas
Adjacent Markets

Exchanges adjacent to B3.

NYSE New York · Nasdaq New York · TSX Toronto · BMV Mexico City

Brazil overview → All markets →

A specific Brazil position to discuss?

Submit a confidential enquiry. A senior principal will respond within one business day.