Among unitholders, the proposal sparked mixed reactions. One of the main concerns is that greater scale does not automatically translate into value creation. Mergers of real estate funds carry the risk of operational dilution: larger portfolios can lose micro-level asset management focus, especially in industrial properties, where technical details are decisive for maintaining occupancy, WAULT and rent levels. 

Liquidity is also not a guaranteed outcome. Patria’s material sent to REsource states that liquidity could jump to R$18.2 million per day, correlating the number of unitholders with net asset value (NAV). Models like this can be overstated when extrapolated to extreme ranges, such as a R$10 billion NAV — a size currently nonexistent in the sector. 

The incorporation of LVBI11 is a positive addition, but the theoretical gain projected by Patria (+8.3%) is calculated based on the market price of the units, a highly volatile metric. LVBI unitholders may lose strategic autonomy by being absorbed into a larger fund. HGLG unitholders effectively take on the “restructuring” of LVBI’s P/NAV, as the fund trades at a discount. 

In the case of PATL11, the fund will not be merged but will have its assets purchased. The reasoning for avoiding incorporation highlights that PATL has traded at deep discounts for years. HGLG is paying above the market price; this benefits PATL unitholders but shifts part of the risk to HGLG investors, who absorb less liquid assets, creating an asymmetry of risks. 

In any case, the transaction is a major event in the Brazilian FIIs market. The consolidation of the largest fund in the country may ultimately bring more advantages than red flags. 

The operation makes industrial sense, but it should be evaluated carefully by unitholders — particularly those in HGLG — as there are signs of risk transfer, methodological optimism and a strong commercial narrative that does not replace detailed, numerical analysis.