Rich to the Few Article
TEPP11 5ª emissão exclusiva para Investidor Profissional com R$ 10 milhões
TEPP11 — 5th issue restricted to Professional Investors leaves R$ 9,71 while the unit costs R$ 8,33 on the market.
Keep 5th Issue Mai/2026 Corporate Slabs SP

TEPP11: exclusive emission for those who have R$ 10 Mi — and the R$ 0,131 DPS disappear in July

The 5th issue of TEPP11 exits the R$ 9,71 (17% above the market share), only accepts Professional Investor by CVM 30 — and the common unit discovers, days later, that the fat DPS is supported by a non-recurrent sale that ends in July.

Am I gonna win or lose? Should I subscribe?

Before analysis, the direct answer — depends on who you are:

Common unit (non-professional)

Stay out of it.

Receives the DPS from R$ 0,131 until jul/2026. . Then he watches the fall of 35-45% for R$ 0,07-0,09/month when the capital gain of São Luiz ends.

Professional investor

Subscribe ~25%

You may enter the R$ 9,71 — 17% above the market R$ 8,33. It only makes sense if you believe BTG's target R$ 10,10 and top lock R$ 99,3 Mi in works by 2027.

New unit (entering now)

Watch out for the photo

Buying a R$ 8,33 with 12,33% DY is mirage. The projected recurring DY stays in ~9,5%. . P/VP 0,864 brings discount, but GPA in RJ and Top Center with 18% of vacancy are live risks.

The account no one wants to make
+17%
is how much the 5th issue costs above the market price of the unit. R$ 9,71 issue vs R$ 8,33 unit — and yet only for Professional Investor.

The 5th issue in a box

Announced on 18/05/2026 via Relevant Fact (ID 1198870), the offer follows the rite of Resolution CVM 160 art. 5, II — restricted efforts, with exclusive target investor of CVM 30 art. 11. Practical translation: only those with R$ 10 million or more in financial applications (declared by term) can participate.

. Summary of offer

New units
12.396.695
Price per unit
R$ 9,71
Composition
R$ 9,69 + R$ 0,02 rate
Total amount
R$ 120,1 Mi
Minimum
R$ 35,5 Mi
Target audience
Inv. Professional
Preferential factor
0,2498 (~25%)
Cut Date
21/05/2026
B3 Preferences
26/05 to 12/06
Settlement
15/06/2026
Cedible right?
No, I don't.
Additional lot
There isn't.

The factor of 0,24984812138 means: each unit with right receives ~25% of your right position. . But the blind spot is in the footnote of the document — these rights are not cedableNot by price, not by free. Anyone who can't declare Professional Investor just watches the window pass.

R$ 9,71 vs R$ 8,33: the non-close account

The price of the issue comes from Sea VP/2026 (R$ 9,69) + R$ 0,02 distribution rate. It makes accounting sense — but the market makes the TEPP11 today on R$ 8,33. Who subscribes is paying the equivalent of P/VP 1,00 in a unit that negotiates the P/VP 0,864.

Market share (19/05)
R$ 8,33
VP per unit (mar/2026)
R$ 9,69
Price of the 5th issue
R$ 9,71
Target BTG (fev/2026)
R$ 10,10

It only makes sense to subscribe to three scenarios: (1) you trust the BTG target of R$ 10,10 — 4% gain on the issue; (2) you are Professional Investor and want to maintain the proportional post-issue participation not to be diluted in the current PL R$ 478,4 Mi; or (3) you need to expose institutional cash in SP premium slabs quickly. For everyone else, it's paying cash for a discount that the market can deliver tomorrow.

12,33% DY is a month-long photo

O TEPP11 distributed R$ 0,131/unit in May — annualised DY of 12,33% on the unit of R$ 8,33. Sounds great. The problem is, this DPS isn't organic.

DPS Timeline

Mai/2026
R$ 0,131/unit — Current PSD, sustained by the capital gain of R$ 39,8 Mi the sale of the Cond. St. Louis for KNHF11 (Kinea) to R$ 215 Mi. Non-recurring revenue being distributed in parcels.
Jun–Jul/2026
Last installments of the extraordinary gain enter the cashier. DPS still high, but the attentive quotaist already sees the curve descending in the management report.
Aug/2026+
R$ 0,07–0,09/unit — convergence for the recurrent PSD (fall in 35-45%). Without capital gain, the flow becomes dependent only on rents + IPCA+ CRIs. Standard DY: ~9,5% in current unit.
2027
Extra pressure: R$ 91,7 Mi in Top Center + R$ 7,6 Mi in BFL = R$ 99,3 Mi from capex programmed to ten/2027 that contests the cashier.

That's why the broadcast happens. Now. . The R$ 120,1 Mi captured pre-finance the capex (R$ 99,3 Mi in works) without needing to cannibalize the recurrent DPS — and still preserve the narrative of "Two-digit DY" for the next quarter. Current non-professional unit pays this account in the form of light equity dilution (offer leaves the P/VP 1,00) and in the loss of ability to buy cheap.

GPA: 15,6% of recipes requested extrajudicial RJ

In March 2026, the Sugar Bread Group filed a request for extrajudicial judicial recovery. This tenant answers for 15,6% revenue Do not TEPP11 — the assets of the Gardens, CRI leased IPCA+8,17% (~R$ 65,4 Mi in CRI active).

Comfort comes from bond/guarantee mattress: covers about 12 months rent. Reasonable time for management to try to replace the tenant if the worst happens, but little if RJ drags on — see history of Brazilian retailers in the last 24 months. Compared to BRCR11 or PVBI11, o TEPP11 It has tenant concentration above the comfortable for a fund of the size.

Three risks running in parallel

🏬

Top Center (PL 26%)

Physical vacancy 18,2% and financial 23,99%. . Unabridged tenant returning 509 m2. R$ 91,7 Mi in works up to 2027 — heavy capex in an asset with pressed recipe. Location Paulista helps, but the thesis takes time.

⚠️

GPA in RJ (Recipient 15,6%)

Extrajudicial judicial recovery requested at Mar/2026. Bail covers ~12 months. Moderate risk due to CRI's exigibility IPCA+8,17%, but replacing an anchor tenant from the Gardens is not trivial.

💸

Capex R$ 99,3 Mi by 2027

Top Center (R$ 91,7 Mi) + BFL 1355 (R$ 7,6 Mi). The issue finances, but if the offer does not reach the ceiling, there is pressure on the operating box — and recurrent DPS becomes adjustment variable.

📍

Premium portfolio in SP

6 assets: South Tower (Berrini), Passarelli (Pinheiros), Fujitsu (Bela Vista), BFL 1355 (Faria Lima), GPA (Gardens) and Top Center (Paulista). ABL 52,5 thousand m2, general vacancy 5,69%, WAULT 5,1 years. Location defends the thesis.

📈

PL 21% in CRIs (IPCA+)

Fujitsu (IPCA+6%, R$ 34 Mi) + GPA (IPCA+8,17%, R$ 65,4 Mi) = ~R$ 99,4 Mi. Hybrid brick + paper inflates the financial result in a persistent IPCA scenario, but adds a credit risk layer.

🎯

Target BTG: R$ 10,10

BTG Actual reiterated Purchase in Feb/2026 with target price of R$ 10,10 — upside of 21% over R$ 8,33. . But the target precedes the request of GPA RJ and the announcement of the 5th issue, so it needs to be read with filter.

Verdict

MANTER Note 6,3 / 10

WHY KEEP AND DO NOT BUY even the P/VP 0,864

O TEPP11 He's got good assets in good addresses. The 14% discount on VP is real and the BTG target delivers upside. But three things weigh against an upgrade: (1) the Current DPS is mirage — will drop 35-45% in ~60 days; (2) the GPA is in RJ and 15,6% of the recipe is non-trivial exposure; (3) the Top Center has 18% of vacance and R$ 91,7 Mi of capex ahead.

Compare TEPP11 to PVBI11 (pure Faria Lima/Berrini) or RBRP11 (also hybrid slabs/CRI) shows a TEPP with more hair — concentrated on tenants with living problems.

For those who already have: safe, low exposure And wait for the DPS to stabilize post-July. For those who don't: there are corporate slabs in SP with cleaner thesis being traded in similar P/VP — and without 5th restricted issue happening under the nose.

The 5th issue of TEPP11 It's not about capturing capital — it's about Armor the DPS of a quarter Before the average stockbroker realizes he's bought income from a sale that's already over.