Ambipar’s US$2 Billion Debt Vote Fails on Quorum, Reset for September 1

Brazil · MARKETS

Brazilian law requires more than half of each creditor class to attend a first-call meeting, and only the foreign bondholders showed up in force. In the second call, any quorum suffices to vote the R$10.5 billion plan.

The general creditors’ meeting called to vote on the judicial recovery plan of Ambipar, the Brazilian environmental services group, was not installed on 25 August 2026 for lack of quorum, Estadão’s Broadcast service reported, pushing the decision on R$10.5 billion in debt, about US$2.04 billion, to a second call scheduled for 1 September at 2 p.m.

What happened at the meeting

Creditors representing 95% of the unsecured class, mostly foreign holders of the group’s overseas bonds, were present at the hybrid meeting, held in person at the Square Design Hotel in Barra da Tijuca, Rio de Janeiro, and online through the Assemblex Pillar platform. But Brazilian law requires a first-call creditors’ assembly to be installed with more than half of each class, including labor, secured and supplier creditors, and those classes did not reach the threshold.

The meeting was called by notice published on 10 August by the court-appointed judicial administrators in the case before Rio de Janeiro’s 3rd Business Court. In the second call, set for 1 September at 2 p.m., the assembly can be installed with any number of creditors, which makes approval or rejection of the plan effectively possible on that date.

Notably, the plan itself had not been formally presented in advance. Broadcast reported that the company is still negotiating the document with a broader group of creditors than the bondholders who backed a restructuring proposal in early June, aiming to maximize support and reduce the risk of future litigation and delays in executing the plan.

A US$2 billion collapse built on derivatives

Ambipar filed for judicial recovery on 20 October 2025, and judge Caroline Fonseca of the 3rd Business Court granted the request ten days later, suspending lawsuits and executions against the group. The filing listed R$10.481 billion in debt, of which R$10.439 billion was unsecured; supplier claims totaled R$35.9 million and labor claims R$6.3 million. About R$2 billion is owed to banks, with Santander the largest at R$663 million, followed by Banco do Brasil at R$352 million.

The crisis erupted in September 2025, when the company revealed that an amendment to a derivatives contract with Deutsche Bank had begun draining its cash, with an outflow of more than R$200 million, and obtained an injunction protecting it from accelerated debt maturities. The company blamed its former chief financial officer, João Arruda, for signing the amendment without the knowledge of other executives; Arruda’s defense denies the accusations and points to other directors’ signatures on the documents.

The group’s foreign-listed subsidiary, Ambipar Emergency Response, filed for Chapter 11 protection in Houston, Texas, and the company later sought U.S. Chapter 15 recognition of the Brazilian proceeding covering its roughly US$1.05 billion in outstanding green notes. Brazilian banks and foreign bondholders have fought over the case in U.S. court.

The plan on the table

In early July, the group announced a restructuring support agreement with holders of 53.8% of its green notes due 2031 and 2033, which total about US$1.043 billion. The deal swaps those bonds for US$925 million in new secured notes with a seven-year term and full principal payment at maturity. Interest runs at 10% a year in payment-in-kind form for the first 18 months, meaning no cash outlay, and then shifts to 2% payment-in-kind plus 8% in cash.

The package also includes US$50 million in fixed payments to bondholders tied to the sale of court-ordered receivables known as precatórios, split into two US$25 million installments, and a separate restructuring of a US$90 million debt with Itaú BBA. Under the agreement, filed with the U.S. Securities and Exchange Commission on 8 July, Tércio Borlenghi Jr. remains chief executive and Thiago da Costa Silva chief financial officer, leading operations after the restructuring is implemented.

Domestic creditors sit outside the bondholder deal: about R$3 billion in debentures and R$2 billion in bank debt owed to Sumitomo Mitsui, Santander, Banco do Brasil, Deutsche Bank and Bradesco were expected to negotiate separately or challenge the plan, which is one reason the company has been widening the negotiation before putting the document to a vote.

The missing balance sheets

The days before the meeting were contentious. Oliveira Trust, the fiduciary agent for the group’s debentures, and the bank Sumitomo asked the 3rd Business Court to postpone or suspend the assembly, arguing the company has not published financial statements for the third quarter of 2025, the full year 2025 or the first and second quarters of 2026, and that the convocation deadline was irregular.

The judge declined to stop the meeting but ordered the company to hand the figures to creditors that request them, with the balance sheets remaining under seal. The company has attributed the reporting delays to the judicial recovery process and to changes in its financial leadership, which forced adjustments to internal accounting validation routines.

If the plan is approved on 1 September, Ambipar still needs judicial confirmation and must meet the conditions of the support agreement, including definitive documentation and regulatory approvals. If it fails, a group that grew from waste management into a global environmental services brand, and whose shares once soared on São Paulo’s B3 exchange, could face the liquidation route that its creditors have so far avoided.

Frequently Asked Questions

Sources

• www.estadao.com.br
• www.estadao.com.br
• www.sec.gov
• www.seudinheiro.com
• valor.globo.com
• gomesdemattos.com.br

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