Goldman Sachs did not oppose Banco Master’s entry into Oncoclínicas — and helped pave the way

By Brazil Stock Guide — Public documents surrounding Banco Master’s entry into Oncoclínicas (ONCO3 BZ)  do not portray Goldman Sachs (GS US) as resisting the arrival of Daniel Vorcaro’s group. They point in the opposite direction: investment vehicles linked to the U.S. bank made room for the transaction, directors associated with the controlling shareholder voted in favor, and a Goldman executive publicly endorsed the deal.

On May 22, 2024, Oncoclínicas’ board approved a R$1.5 billion capital increase, through the issuance of 115.4 million shares at R$13 each. Two funds described by the company itself as vehicles anchored by Banco Master committed to subscribing for as much as R$1 billion. Founder and CEO Bruno Ferrari agreed to invest up to R$500 million.

The R$13-per-share price was supported by a valuation prepared by XP Finanças, part of XP Inc. (XP US), Oncoclínicas’ exclusive financial adviser on the transaction. The analysis assessed the company’s economic value using discounted cash flow, market multiples and other methodologies. The publicly available documentation, however, does not indicate that XP’s work included due diligence on Banco Master, Daniel Vorcaro or the ultimate beneficiaries of the funds involved.

Ferrari declared himself conflicted because of his personal interest in the transaction and abstained from voting. The other six directors approved both the investment agreement and the capital increase unanimously and, according to the wording of the board minutes, “without any reservations.”

Those voting in favor included David Castelblanco, chairman of the board and a former managing director in Goldman Sachs’ private-equity business; Allen Gibson, CIO of Centaurus Capital and formally identified by Oncoclínicas as having been elected by the controlling shareholder; and João Carlos Figueiredo Padin, who at the time headed Goldman Sachs’ Corporate Equity business in Latin America. Clarissa Mathias, Flavia Bittencourt and Marcelo Del Vigna completed the group that approved the transaction.

Padin represented Goldman’s most direct link to the vote. He joined the bank in 2010 and in 2014 became part of the team responsible for proprietary investments in companies including Oncoclínicas itself. From 2022 to 2024, he headed Goldman’s Corporate Equity business in Latin America and had served on Oncoclínicas’ board since 2018.

In August 2024, less than three months after Banco Master’s investment was approved, Padin stepped down from the board and was hired as Oncoclínicas’ strategy director. He was replaced on the board by Jeff Bernstein, a managing director in Private Equity at Goldman Sachs Asset Management.

The May 22 minutes contain no record of a request for due diligence on the Master-linked funds investing in the cancer-care company, no questions regarding their ultimate beneficial owners, no reference to a reputational review of the investor and no concerns related to Banco Master. There was also no dissenting vote, request for postponement or reservation recorded from any director.

That absence does not establish that no such analysis took place outside the meeting. Board minutes are condensed records and do not necessarily reproduce every discussion or document reviewed by directors. What can be established from the public record is that no due-diligence request, concern or opposition appears in the minutes documenting the decision.

Goldman’s involvement, however, went beyond an unqualified board vote. Josephina I and Josephina II, investment vehicles linked to the U.S. bank, agreed to transfer all of their respective preemptive rights to the Master-linked funds. The move increased the amount of the new share issuance available for vehicles tied to Daniel Vorcaro’s bank to subscribe.

Support for the transaction was also made explicit in the announcement materials. The earliest public version located by Brazil Stock Guide was published only hours after the board meeting. The following day, the same content was formally distributed by Oncoclínicas through PR Newswire.

In that release — rather than in the board minutes — the company attributed a statement to Vorcaro describing the investment in Oncoclínicas “alongside Goldman Sachs” as “an immense opportunity.” Padin also endorsed the transaction, saying it demonstrated the attractiveness and strength of Oncoclínicas’ business model and that the proceeds would be important to its growth strategy and financial strengthening.

In July 2024, Banco Master formally informed Oncoclínicas that funds directly or indirectly controlled by the bank and its controlling shareholders had reached a 20.18% stake in the company. Of that total, 11.97% was held through vehicles that participated in the capital increase, while another 8.20% was held through funds administered by WNT.

The transaction would later develop a separate regulatory dimension. In April 2026, the tribunal of Cade, Brazil’s antitrust authority, concluded that the acquisition had been completed before receiving the mandatory competition review. The regulator considered the aggregate 20.18% ownership position and ordered that the transaction be formally notified.

Josephina I and Josephina II are also at the center of a São Paulo Civil Police investigation into the identification of the ultimate owner of the stake they held in Oncoclínicas. The investigation led police to formally indict Felipe Guerra Acosta, a Goldman executive, and Natan Lima Reinig, a former Oncoclínicas director and attorney-in-fact for the funds, over their alleged involvement in providing incorrect information to the company, securities regulator CVM, stock exchange B3 and investors.

The investigation does not concern Banco Master’s entry into Oncoclínicas, but it involves the same investment vehicles that transferred their preemptive rights to funds tied to Daniel Vorcaro’s bank.

Regarding the police indictments, Goldman Sachs has said the allegations are without merit and that it acted appropriately. Contacted by Brazil Stock Guide for comment on Banco Master’s investment in Oncoclínicas and the transfer of preemptive rights, Goldman Sachs did not immediately respond. This article will be updated should the bank provide a statement.

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