The RSA's stated counterparty is an ad hoc group holding a majority of the outstanding principal of the Green Notes, which retained Davis Polk & Wardwell LLP as legal counsel and Houlihan Lokey as financial advisor. A group identified in the Houston docket as the Ad Hoc Group of Ambipar Lux S.à r.l. Noteholders, jointly represented by Davis Polk and Haynes and Boone, LLP, noticed its appearance in the chapter 15 case. Brazilian counsel to the bondholders is reported as Padis Advogados and Ferro Castro, while Ambipar is advised by Salomão Advogados, Galdino Advogados and Simpson Thacher & Bartlett LLP, with Alvarez & Marsal serving as financial adviser.
The RSA attaches a steps plan setting sequential deadlines keyed to its July 9 effective date: an agreed amended reorganization plan within 30 days, a creditor vote at a general meeting within 50 days, a Brazilian court order confirming the plan within 90 days (or 20 business days after the vote, whichever is later), and consummation of the plan's transactions within 90 days after confirmation. Ambipar filed an initial reorganization plan in the RJ Proceeding on December 19, 2025 that the Recognition Motion describes as materially different from what the RSA now contemplates; reported terms under discussion ahead of the RSA signing would have replaced the January proposal with new notes carrying a nine-year maturity, a two-year grace period on principal, and 8% cash interest plus a 2% payment-in-kind component — terms the parties describe as proposed, not yet confirmed by the Brazilian court.
Domestic creditors were reported as excluded from the bondholder negotiations. Roughly R$3 billion of debentures issued by Environmental ESG Participações and Ambipar Participações e Empreendimentos, plus approximately R$2 billion of bank debt held by Sumitomo Mitsui Banking Corporation, Santander Brasil, Banco do Brasil, Deutsche Bank and Bradesco, sit outside the RSA and were expected to challenge the revised plan.
Ambipar Lux is the issuer, with Ambipar Topco, Ambipar Response and Ambipar Environment as guarantors, of two Green Notes series: approximately $553 million of 9.875% notes due 2031 and approximately $493 million of 10.875% notes due 2033, each under a New York-law indenture with The Bank of New York Mellon as trustee. Ambipar Response's own guarantee is capped at up to $200 million of the 2031 Notes and up to $128.2 million of the 2033 Notes.
Separately, Ambipar Topco has issued approximately R$1.3 billion of debentures maturing April 2029 across two series priced at CDI plus 275 and 245 basis points; Ambipar Environment has issued approximately R$250 million maturing September 2029 at CDI plus 275 basis points; and Emergência has issued approximately R$450 million across two series maturing September 2028 and September 2029 at CDI plus 265 and 275 basis points. Emergência also guarantees a roughly $90 million term loan from Itaú BBA International PLC to non-debtor affiliate Ambipar Holding USA, Inc., carrying 6.36% interest under a New York-law agreement dated August 26, 2022. Total group liabilities were reported at roughly R$11 billion at the time of the October 2025 filings, against $225.59 million in assets and $304 million in liabilities on Ambipar Response's own U.S. balance sheet.
Ambipar's distress traces to a currency-swap arrangement with Deutsche Bank that required additional collateral after the company's chief financial officer, João Daniel Piran de Arruda, resigned days before Ambipar sought preliminary relief in Brazil. Ambipar has blamed Arruda for the resulting losses and said an independent investigation by FTI Consulting was underway, along with a criminal inquiry into the swap transaction; Arruda's counsel has denied the allegations and said he did not sign the disputed transfer or amendment. Deutsche Bank separately pressed a R$60 million collection demand that Ambipar disputed even while holding what it described as nearly R$5 billion in cash.
Ambipar told the Brazilian court the swap dispute risked triggering cross-default clauses across the group that could produce a shortfall exceeding R$10 billion. Ambipar Response filed its own chapter 11 petition the same week AMBI shares plunged 31% to $0.77 following a two-day trading halt.
Minority shareholders Opportunity and HPX Capital Partners LLC wrote to the Ambipar Topco board on October 10, 2025, alleging that Topco "has exerted undue influence over [Ambipar Response] for its own benefit and flouted corporate governance protocols." Nineteen days later, Ambipar Response's board appointed David Mack as an independent director and the sole member of a newly formed special committee with authority over matters involving a conflict of interest between Ambipar Response and Topco.
The dispute carried into the chapter 11 case. The Houston court approved a $3.0 million Topco funding agreement on December 19, 2025 over an objection from Opportunity, then approved an increase to $5.5 million in May 2026. Opportunity has since filed two separate notices of appearance in the chapter 15 case, one through Bradley Arant Boult Cummings LLP attorney Jarrod B. Martin and a second through the same firm's Michael Riordan, signaling it intends to remain active as the recognition proceeding moves forward.
Ambipar Topco and affiliated entities commenced the RJ Proceeding on October 20, 2025, the same date Ambipar Response filed chapter 11 in Houston. Brazil's stay under Article 6, paragraph 4 of Law 11.101/2005 runs from September 24, 2025, the date the group first sought antecedent relief in Rio de Janeiro; the Brazilian court's October 30, 2025 processing order granted collection relief and substantive consolidation among specified group entities.
Creditors warned in December 2025 that the U.S. case could interfere with Brazil's consolidation process, seven months before the RSA's steps plan sought to move the restructuring exclusively through the RJ Proceeding.
In Houston, Judge Alfredo R. Pérez's order for joint administration limited consolidation of the chapter 15 cases to procedural matters only, expressly reserving the rights of all parties on "any future request to recognize or enforce (or not recognize or enforce)" the Brazilian substantive-consolidation order in the U.S. The court separately granted complex-case treatment on July 10, 2026, applying the Southern District of Texas's complex-case procedures and modified local rules to the proceeding.
Beyond the Ad Hoc Group of Ambipar Lux Noteholders, a separate constituency has appeared in the chapter 15 case: White & Case LLP attorney Charles R. Koster noticed an appearance for an Ad Hoc Group of Financial Creditors, describing its members as financial institutions holding debentures, contractual obligations, securities, loans and other facilities for which the debtors are obligated, without identifying specific members or quantifying their holdings. Wilmington Savings Fund Society, as successor indenture trustee, and Caixa Econômica Federal have also appeared, through ArentFox Schiff LLP and Clifford Chance US LLP respectively.
The foreign representative's petition cites a bank account at East West Bank in Pasadena, California, and Texas counsel retainers as the U.S.-territory property supporting jurisdiction, along with the New York-law indentures governing the Green Notes and the Itaú credit agreement. A supplemental declaration filed July 13 distinguishes São Paulo, described as the group's centralized operating and management center, from Rio de Janeiro, which the declaration identifies as the group's principal center of revenue generation, supporting the foreign-main-proceeding request. On the same day, Judge Pérez set the Recognition Hearing for August 7, 2026, to be held by telephone and video conference only and concurrently with the chapter 11 suspension-motion hearing; objections are due July 31, 2026 at 11:59 p.m. Central Time, and the order permits the court to grant recognition without further hearing if no timely objection is filed.
Related coverage: Ambipar's earlier chapter 11 filing, Raízen's chapter 15 Brazilian workout, Casino Guichard-Perrachon's chapter 15 French restructuring.
