Debentures, CRI and CRA: raising capital in the capital markets without diluting shareholders
Reading time
5 minutes
Date
Jul 28, 2026
Author
Murilo Oliveira — Partner, igc Partners
Between the traditional bank loan and the sale of equity there is the capital market, where the company raises funds directly from investors, through securities. The debenture is the most direct: a debt security issued by the company itself, in which the investor lends and receives interest, without becoming a shareholder. The CRI, a Real-Estate Receivables Certificate, and the CRA, an Agribusiness Receivables Certificate, are securities issued by securitization companies, backed respectively by real-estate credits and agribusiness credits. In all cases, it is debt: the shareholders' stake remains intact.
The debenture usually serves companies with enough size, governance and cash predictability to access investors directly. It is a flexible instrument, which can be structured with different terms, guarantees and returns, and which makes it possible to raise significant volumes for growth, debt refinancing or acquisitions. For companies that already have good financial organization, it can offer a more suitable cost and term than traditional bank lines.
The CRI makes sense when there is real-estate backing: receivables linked to properties, lease contracts, installment sales of developments. The CRA, when the backing is in agribusiness, across its entire chain. An important attraction of these two securities is the income tax exemption for the individual investor, which broadens the base of buyers and can reduce the cost of the capital raise. For companies in the real-estate and agribusiness sectors, they are alternatives that speak directly to the nature of their receivables.
There is no universally better instrument. The choice depends on the type of backing available, on the company's size and governance, on the volume needed, on the desired term and on the total cost of each alternative at the time. In many cases, the ideal design compares these instruments with one another, with bank debt and even with bringing in a shareholder, to find the structure of lowest strategic cost. What matters is to decide based on the need, and not on the product that appears first.
A real-estate developer with a portfolio of installment sales tends to look first at the CRI: real-estate receivables are the natural backing, and the tax exemption for individuals helps with cost. A company in the agribusiness chain, from inputs to processing, finds in the CRA the same logic applied to its sector. An industrial or services company with predictable cash and good governance, without specific sector backing, usually accesses the market via a debenture, negotiating term and guarantees according to its profile. In all cases, the structuring requires organized information and a credit history that gives the investor comfort.
Not exclusively, but they require a minimum scale that justifies the fixed cost of structuring, assembly, distribution and, when applicable, rating, and a level of information organization and governance that gives investors comfort. For growing companies with the house in order, they can be an efficient way to diversify funding and finance expansion without diluting shareholders, reducing dependence on bank credit.
At igc, these instruments are part of Capital Solutions, the arm that looks at fundraising from the entrepreneur's interest, not from the sale of a product. The starting point is the need, and from it debentures, CRI, CRA, other credit structures and even equity are compared to find the solution of lowest strategic cost.
The Capital Solutions portfolio includes debentures, CRI, CRA, FIDC and commercial notes, with direct access to a broad base of institutional investors in Brazil and abroad, and with the partners leading the design of each structure.
With the debenture, the company raises funds directly from investors in the capital markets; with the loan, from a bank. Conditions, guarantees, cost and term can differ considerably depending on the company's profile, and comparing the two paths is usually worthwhile.
They are incentivized securities, created to foster the real-estate and agribusiness sectors. The exemption for individuals broadens the investor base and can make the capital raise cheaper for the issuing company.
No. They are debt instruments: they preserve the shareholders' stake, unlike the sale of equity, which brings a new shareholder into the capital.
It depends less on absolute size and more on the minimum scale to spread the structuring costs, on the quality of the information and on governance. Well-organized mid-sized companies access these instruments frequently.
