What happened to VPPR11?
An attempt to eliminate the debt that has stifled dividends for two years. The real estate fund VPPR11 (V2 Prime Properties) has approved its 3 emission of shares with the aim of capturing up to R$ 185,905,867.44 under the automatic rite of Resolution CVM 160.
O montante anunciado pelo Fato Relevante de Aug 24, 2026 se encaixa com precisão cirúrgica no balanço do fundo: ele é praticamente equivalente ao saldo do CRI Evolution, a dívida de R$ 186,28 milhões (corrigida por IPCA + 6,50% ao ano e com vencimento em maio de 2036) que vinha consumindo a receita de locação dos imóveis e mantendo a distribuição de rendimentos travada em R$ 0,00 por cota desde o segundo semestre de 2024.
The real estate fund VPPR11, which was once called XPPR11 (XP Properties) under the management of XP Vista and passed into the hands of V2 Investments in June of 2025, has become an Alphaville and a slim thesis of recovery (turnaround): two office buildings. Embora a nova gestão tenha reduzido a vacância física de 26,33% em dezembro de 2025 para 11,25% em maio de 2026, os juros do empréstimo — que exigem despesas financeiras mensais entre R$ 0,8 milhão e R$ 1,4 milhão — devoravam quase toda a receita gerada pelos aluguéis (de R$ 1,85 milhão a R$ 2,72 milhões por mês).
With the new offer, the fund seeks to take the decisive step to untie this financial node. The minimum amount stipulated for the capture is R$ 34,999,998.96. If the offer reaches the projected ceiling of R$ 185.91 millions, the fund eliminates its main balance sheet risk factor, paving the way for the revenue generated by the buildings to flow back to the shareholders in the form of monthly dividends.
What is the purpose of the 3a issuing units of R$ 185.9M?
Equate the capital structure and eliminate the financial liability that prevents the distribution of income. VPPR11 intends to use the resources of 3a issuance to amortize or liquidate the securitized operation of the Corporate Evolution Building.
Previously, we had recorded that the recovery of the fund depended on two purely operational pathways: the continuous fall of the physical vacancy (which had already advanced from 26.33% in December to 2025% in January, 15.40% in April and 11.25% in May) and the closing of 2026% in January. However, even with the iTower building registering 96% occupancy and the Evolution reaching 84.5%, CRI's financial expenditure remained as an insurmountable bottleneck in the short term, keeping the negative cumulative earnings balance at -R$ 15.17 per share in May of 2026.
The total collection of up to R$ 185.91 millions aims exactly at the heart of this problem. Ao emitir novas cotas para pagar a dívida, a gestão substitui o passivo financeiro custoso (IPCA + 6,50% ao ano) por capital próprio de patrimônio líquido, eliminando o encargo mensal que consumia o caixa operacional do fundo imobiliário VPPR11.
How much does each unit cost in issuance and how does the price work?
The issuing price was fixed at R$ 21.03 per unit, plus a unit cost of distribution of R$ 0.69, resulting in the total subscription price of R$ 21.72 per unit.
O valor fixado de R$ 21,03 reflete o preço de mercado da cota negociada na bolsa (cotada em R$ 20,30 no fechamento de Aug 21, 2026), mas situa-se muito abaixo do valor patrimonial do fundo, que é de R$ 41,19 por cota (para um patrimônio líquido de R$ 301 milhões). Thus, the relationship Price on Equity Value (P/VP) at the time of the offer is in 0.49.
By issuing new shares at R$ 21.03 to investors, the fund imposes a strong dilution of assets to shareholders who choose not to participate in the process, as new shares are being created for about half of the value of the assets in the books. On the other hand, for those who decide to follow the movement, the total cost disbursed per share will be R$ 21.72 (including the rate of R$ 0.69 intended to the costs of distribution of the offer).
Who can participate in the new VPPR11 offer?
The offer is intended exclusively for professional investors, but guarantees the right of preference to all current fund quoters.
The structure of the 3 issuance was designed under the automatic rite of Resolution CVM 160 and aimed at the public of professional investors. However, the regulation ensures that those who already have shares of the real estate fund VPPR11 in the data-base are not excluded from the process.
To protect the position of the investor and allow him to avoid the proportional dilution of his stake, a proportional factor has been established for the right of preference of 116.99018516653% (approximately 116.99%). This means that each quote holder holding positions at the close of the cut-off date will be able to subscribe to about 1.17 new quote for each quote they already hold.
The data-base for the determination of quotations with right of preference was defined for the August day 27 of 2026. From the next working day, the quotes traded on B3 are traded "ex-right" subscription. In addition, the official document confirmed that the offer does not have a lock-up period, allowing free trading of units once they are integrated.
What are the dates of the right of preference of VPPR11?
The period for the exercise of the right of preference in B3 begins in 31 August of 2026 and ends in 11 September of 2026.
For quotes holders whose units are directly held in the fund's bookkeeper, the deadline for application extends to the September day 14 of 2026. It is essential to follow the official calendar detailed in the Relevant Fact so as not to miss the operational deadlines required by each broker.
| Stage of the Offering Stage | It's a well-defined date. | Detalhes Operacionais |
|---|---|---|
| Data-base Rights (Court) | Aug 27, 2026 | Preference guarantees preference to those who close the day with the quotation |
| Beginning of the Preferred Period | Aug 31, 2026 | Openness to exercise the right in B3 and in the Registrant. |
| Encerramento da Preferência na B3 | Sep 11, 2026 | Deadline for subscription via brokerage via subscription via brokerage |
| Closing at the Writer's Desk | Sep 14, 2026 | Prazo limite no ambiente do escriturador do fundo |
The issue solves the problem of VPPR11 dividends?
Yes, if you reach the maximum uptake, but the practical effect will depend directly on the total amount raised in the offer.
Currently, the income distributed by the fund is R$ 0.00 per share, a situation that has persisted since the middle of 2024. Our previous mapping highlighted that the monthly financial expenditure of CRI Evolution (between R$ 0.8 million and R$ 1.4 million) cancelled the generation of operating cash, accumulating a distributive deficit of -R$ 15.17 per unit until May of 2026.
If the capturing reaches the ceiling of R$ 185,905,867.44, the real estate fund VPPR11 will be able to fully discharge the debt of R$ 186.28 millions. Without the interest weight of IPCA + 6.50% per year, net revenue generated by leases of Corporate Evolution and iTower buildings will no longer be sucked by debt service. In addition, with the vacancy dropping to 11.25% and the new contracts entering into regime without grace from the end of 2026, the resulting operating cash could be released for distribution of proceeds.
On the other hand, if the collection reaches only the minimum amount of R$ 34,999,998.96, the management will be able to amortize only a fraction of the debt balance. In this intermediate hypothesis, the debt will be reduced, relieving part of the monthly financial expenditure, but the fund will continue to carry a tied liability, which may postpone the full resumption of dividend payment.
What should the VPPR11 quotes keep track of now?
The unit holder must monitor the rate of adherence to the offer, the effective destination of the resources raised and the consolidation of the operating cash of the fund.
The turnaround thesis of VPPR11, held in the analysis of the site under the verdict of high risk neutral (note 4.6), enters its most decisive phase. To monitor the unfolding of the case, the investor must fix his attention on four well-delimited numerical triggers:
- Volume total captado: Track whether the final collection will be close to the floor of R$ 35.00 million or the ceiling of R$ 185.91 million. The pace of deleveraging depends on this result.
- Amortization of the CRI Evolution:: Confirm the official announcement of the total or partial liquidation of the liabilities of R$ 186.28 million held with the securitizer.
- Trajetória da Vacância Física: Monitor if the occupancy of buildings will continue to evolve beyond the brand of 11.25% (recorded in May of 2026, after retreating from the 26.33% seen in December of 2025).
- Entry of Contracts without Carence: Follow the entry of the full rentals planned for the end of 2026 in the properties located in Alphaville.
Until the issuance is completed and the resources are allocated to the write-down of the liability, the real estate fund VPPR11 remains a pure bet of balance sheet and operational restructuring, aimed at experienced investors able to withstand the volatility of the process.
