Unigel: Chapter 15 Recognizes $810M Brazilian Workout, Then a Second Restructuring

Unigel Participacoes S.A.'s chapter 15 case in the U.S. Bankruptcy Court for the Southern District of New York closed on June 3, 2026, roughly 19 months after the São Paulo petrochemicals and nitrogen-fertilizer group used the filing to extend U.S. recognition onto an $810 million Brazilian debt restructuring — a restructuring that had already unraveled and given way to a second, larger Brazilian reorganization by the time the U.S. case wound down. Unigel filed the chapter 15 petitions on November 15, 2024 (lead case 24-11982, Judge Martin Glenn) as an ancillary proceeding to a Brazilian recuperação extrajudicial — a class-binding, out-of-court statutory workout — pending before the 2nd Court of Judicial Reorganization and Bankruptcy of São Paulo, seeking U.S. enforcement of roughly $810 million of restructured debt whose largest instrument, the 2026 notes, is governed by New York law and carries a New York forum clause.

The case did not behave like a routine recognition matter. Judge Glenn entered the recognition order on December 10, 2024, the Brazilian extrajudicial plans went effective on January 30, 2025, and the foreign representative moved to close the U.S. cases in May 2025 — only to withdraw that motion weeks later as Unigel slid back into distress and ultimately filed for judicial recovery in Brazil in October 2025, a second, court-supervised restructuring layered on top of the one the SDNY court had recognized. The foreign representative changed before the chapter 15 cases finally closed: Helena Ramos succeeded André Luis da Costa Gaia effective December 16, 2025, and Ramos's renewed motion to close led Judge Glenn to enter a closing order on June 3, 2026, preserving the recognition order and the court's retained jurisdiction.

Debtors	Unigel Participacoes S.A. (4 chapter 15 debtors)
Court	U.S. Bankruptcy Court, Southern District of New York
Case Number	24-11982
Petition Date	November 15, 2024
Judge	Hon. Martin Glenn
Foreign Main Proceeding	Recuperação extrajudicial, 2nd Court of Judicial Reorganization and Bankruptcy of São Paulo, Brazil
Recognition Order	December 10, 2024
EJ Plan Effective Date	January 30, 2025
Foreign Representative	André Luis da Costa Gaia (succeeded by Helena Ramos, effective December 16, 2025)
Chapter 15 Case Closed	June 3, 2026 (order entered under section 350(a))
U.S. Counsel	Weil, Gotshal & Manges LLP (Kelly DiBlasi)

Open the public case profile for docket context, hearings, advisors, and plan updates.

From Fertilizer Downturn to Brazilian Reorganization

Unigel is a Brazilian petrochemicals and fertilizer producer founded in 1966 in São Paulo, with operations and economic activity concentrated in Brazil. Its business spans thermoplastic resins, intermediate petrochemical products — mainly acrylics and styrenics — and nitrogen-based fertilizer inputs including urea and ammonia, organized into two operating segments the recognition motion identifies as Chemicals and Agro. Its fertilizer footprint grew through two nitrogen plants leased from Petrobras, and the group carried unfinished projects including a sulfuric acid plant in Camaçari, Bahia, and a green hydrogen complex.

The distress narrative is rooted in a 2023 downturn across both segments. The recognition motion attributes the restructuring to global inflation, the war in Ukraine, and pricing dislocation in energy and petrochemical markets, which together produced acute liquidity pressure. The Agro segment was hit by a steep drop in ammonia and urea pricing while natural-gas input costs stayed elevated, producing a BRL 1.26 billion operating loss in 2023; the Chemical segment faced historically weak spreads and lost BRL 337 million the same year. Liquidity was further strained by delays at the Camaçari sulfuric acid plant, which the debtors said still needed about $35 million to come online.

Those losses pushed Unigel through a ratings cascade and into default. Fitch cut the company to 'CCC' in June 2023 on liquidity concerns and restructuring risk, and by July 2023 Goldman Sachs and Morgan Stanley were seeking additional collateral on a combined $40 million of exchange-rate derivatives. When Unigel skipped the October 2023 interest payments on both its 2026 notes and its Brazilian debentures, hedge counterparties terminated their arrangements, about $60 million became immediately due, and BNY issued a notice of default on the notes. S&P cut the company to default in early November 2023, and Fitch followed with a downgrade to 'RD'.

After a court-ordered mediation in Brazil failed to produce a deal, Unigel prepared a bankruptcy filing, then pivoted to an out-of-court route, pitching a last-minute deal built around a $100 million capital injection and a debt-to-equity exchange. The group filed two extrajudicial reorganization plans on February 20, 2024 to restructure roughly R$3.9 billion of debt, and over the following weeks distressed-debt buyers including Bank of America accumulated the bonds in the secondary market as the workout took shape.

$810 Million EJ Scope and the New York-Law 2026 Notes

The Brazilian proceedings covered about $810 million of debt obligations, equivalent to roughly BRL 4.1 billion under the extrajudicial plans. The dominant instrument was the unsecured 2026 notes at $583.8 million, issued by Unigel Luxembourg S.A. and guaranteed by Unigel Participacoes, Companhia Brasileira de Estireno, and Proquigel Química S.A. — the same three Brazilian entities that joined Unigel Luxembourg as chapter 15 debtors.

The balance of the covered debt was spread across Brazilian and hedge claims. The capital structure carried $113.6 million of Brazilian unsecured debentures, $34.8 million of Morgan Stanley hedge obligations, and $26.9 million of Goldman Sachs hedge obligations, alongside $18.7 million of global derivatives contracts and $32.1 million of export credit notes owed to Caixa and CCB. Counsel to the ad hoc creditor group later described the overall transaction as an $869.6 million cross-border restructuring once accrued and ancillary claims were folded in.

The concentration of New York-law debt is what routed the case to Manhattan. The 2026 notes are governed by New York law, require New York forum resolution, and were held by numerous U.S.-based investors, which the Brazilian counsel declaration and the recognition motion both cite as the central reason for seeking chapter 15 relief in the Southern District of New York. Without U.S. recognition, an individual noteholder could have pursued the New York-law debt outside the Brazilian process.

EJ Plan Mechanics and the $100 Million New-Money Raise

The extrajudicial plans were structured as a deleveraging and recapitalization supported by a backstopped new-money raise. Covered claims would be restructured into combinations of new restructured notes, participating notes, cash, or restructured claims depending on each creditor's election among the menu of options. Holders of the 2026 notes ran their elections through a noteholder solicitation that closed in December 2024.

The new money sat at the center of the deal. Creditors electing to provide their pro rata share of $100 million in new money would receive new money notes and HoldCo depositary receipts, and the restructuring contemplated the acquisition of 100% of the equity interests in Unigel by a new holding structure. S&P later described the completed transaction as a conversion of R$5.1 billion of debt into new instruments plus the $100 million injection. By the time of the foreign representative's final report, about 75% of covered creditors had opted into the new-money raise.

The Brazilian timeline ran from mediation to effectiveness over thirteen months. The 2nd Court of São Paulo authorized commencement of the proceedings and imposed a stay in February 2024, extended that stay in stages through December 2024, and approved the extrajudicial plans on November 11, 2024. The election period for treatment options closed on January 3, 2025, participating creditors funded the new-money commitment on January 7, and the debtors reported all effectiveness conditions satisfied on January 30, 2025, the date the EJ plans went effective. International counsel including Weil, Gotshal & Manges, Cleary Gottlieb for an ad hoc group of bondholders, and Houthoff and Arendt advised the cross-border process to completion.

Recognition Order and the U.S. Trustee Exculpation Fight

The chapter 15 petitions were filed on November 15, 2024, and the recognition hearing was scheduled for December 10, 2024, with a December 3 objection deadline and a December 6 evidentiary submission deadline. The relief request sought recognition of the Brazilian proceedings as foreign main proceedings, enforcement of the EJ plans and Brazilian orders in the United States, application of the automatic stay, and securities-law exemptions for issuance of the restructuring instruments. The recognition order found each debtor's center of main interest to be in Brazil and granted relief under sections 1507, 1520, and 1521, including U.S. enforcement and securities exemptions for the new instruments.

The principal U.S. dispute was the United States Trustee's objection to the proposed exculpation language in the recognition order. The U.S. Trustee argued that the requested exculpation was broader than the relief granted in Brazil, protected non-debtors, was not authorized under sections 1507 or 1521, and was manifestly contrary to U.S. public policy because it reached non-estate fiduciaries and future conduct and lacked sufficient carve-outs, including for the participating creditors.

The foreign representative defended the provision in a reply to the objection, arguing that chapter 15 permits exculpation of non-estate fiduciaries, pointing to other chapter 15 cases approving similar relief, and emphasizing that the revised language was tied to conduct taken in accordance with the recognition order, the EJ plans, and the Brazilian orders. The reply also said the language was tailored so that exculpation for parties other than the debtors and foreign representative would be effective only against creditors that had consensually granted releases, reflecting the Brazilian court's decision to strike nonconsensual third-party releases. The foreign representative ultimately resolved the objection through modified language in a revised proposed order filed December 9, 2024, and Judge Glenn entered the recognition order the next day.

Brazilian Plan Objections and the Derivatives Settlement

Five creditors objected to the extrajudicial plans by the August 1, 2024 objection deadline in Brazil: Goldman Sachs Brazil, Caixa, CCB, Vortx, and Macquarie. Goldman Sachs Brazil and Macquarie challenged the clawback provision; Caixa and CCB sought clarification on items such as interest on the new restructured notes and the valuation of their claims; and Vortx mounted a broader attack raising unequal treatment, quorum, lack of transparency around the backstop agreement, claim calculations, a request for substantive consolidation, and objections to the releases and governance around the qualified-majority creditor group. The debtors responded on August 27, 2024, asked the Brazilian court to overrule the objections, and sought sanctions against Vortx for what they characterized as delaying conduct.

The objections produced appeals but did not halt implementation. The foreign representative's final report states that the Brazilian appeals did not stay the plans and describes a derivatives-creditor dispute with Macquarie, XP, and Haitong that ended in a January 27, 2025 settlement placing those claims outside the EJ plans on revised secured and extended terms. The same report records Vortx appeals and injunction requests denied on January 2 and March 5, 2025, a Caixa appeal filed January 17, 2025, and a continuing dispute over whether Vortx had standing to sue on behalf of debenture holders, which the debtors appealed again on May 12, 2025.

Withdrawn Closing Motion and Renewed Distress

On May 19, 2025, the foreign representative filed a final report and motion to close the chapter 15 cases, arguing that the recognition order had served its purpose, no U.S. matters remained outstanding, and the EJ transactions had closed on January 30, 2025. The motion sought closure without prejudice to reopening and subject to the court's retained jurisdiction. But on June 3, 2025, the foreign representative withdrew the motion to close, and the U.S. case stayed open.

The withdrawal came as the post-effective recovery faltered. Within months of the January 2025 closing, Unigel was negotiating fresh capital and exploring the return of two fertilizer plants to Petrobras to ease its cash strain. By July 2025, investors were pushing for bankruptcy protection, ARC Capital had floated a loan of up to $100 million that would require a fresh filing, and S&P downgraded the company to 'CC' with a negative outlook.

That second restructuring moved into court in the autumn. Unigel filed for judicial recovery — a Brazilian recuperação judicial, distinct from the 2024 out-of-court process — in São Paulo's 2nd Bankruptcy Court in October 2025. By December, the company's reorganization plan aimed to restructure R$17.5 billion of debt and was expected to wipe out the founding Slezynger family's remaining 50% stake. In April 2026, the company appointed Gabriel Slezynger as chief restructuring officer to lead the court-supervised reorganization, with about R$5.4 billion of debt under renegotiation.

The renewed distress produced operational cutbacks alongside the second filing. In January 2026, Unigel said it would close its plant in São José dos Campos and consolidate production at its Guarujá facility, and separately shut its styrene plant in Cubatão, cutting about 200 jobs, both moves the company attributed to the downturn in the global petrochemical sector.

Foreign-Representative Change and the June 2026 Closure

The chapter 15 docket tracked the second restructuring at the level of the foreign representative before closing altogether. A March 5, 2026 notice under section 1518 states that André Luis da Costa Gaia left the company and that Helena Ramos was appointed as the new foreign representative effective December 16, 2025, with Cleary Gottlieb appearing as counsel. The same filing includes Luxembourg corporate resolutions revoking Gaia's prior delegation and appointing Helena Vasconcellos P P R Valente to act as foreign representative for Unigel Luxembourg, also effective December 16, 2025.

Ramos filed a renewed motion to close the chapter 15 cases on April 23, 2026, arguing that the relief granted in the recognition order had been substantially consummated, that no outstanding contested matters required the cases to remain open, and that the recognition order and its retained-jurisdiction provisions would survive closure. After the foreign representative filed a certificate of no objection on June 2, 2026, Judge Glenn entered an order closing the chapter 15 cases the next day under section 350(a), directing the clerk to mark the dockets closed while expressly preserving the recognition order and the court's retained jurisdiction. The court canceled the scheduled closing hearing once the order was entered, and the claims agent filed a certificate of mailing for the closing order on June 9, 2026.

Key Timeline

Date	Event
October 2023	Unigel skips interest on 2026 notes and Brazilian debentures; BNY issues notice of default
November 2023	S&P cuts Unigel to default; Fitch downgrades to 'RD'
December 2023	Brazilian mediation begins; court grants 60-day enforcement stay
February 20, 2024	Two extrajudicial reorganization plans filed in São Paulo
May 21, 2024	Amended EJ plans filed
August 1, 2024	Brazilian objection deadline; five creditors object
November 11, 2024	Brazilian court approves the EJ plans
November 15, 2024	Chapter 15 petitions filed in SDNY (lead case 24-11982)
December 10, 2024	Judge Glenn enters recognition order
January 27, 2025	Macquarie, XP, and Haitong derivatives settlement
January 30, 2025	EJ plans go effective ("Closing Date")
May 19, 2025	Foreign representative files final report and motion to close
June 3, 2025	Motion to close withdrawn; case remains open
October 2025	Unigel files for judicial recovery in Brazil
December 16, 2025	Helena Ramos appointed foreign representative
January 2026	São José dos Campos and Cubatão plants close amid second restructuring
March 5, 2026	Section 1518 notice of change of foreign representative filed
April 23, 2026	Foreign representative files renewed motion to close
June 3, 2026	Judge Glenn enters order closing the chapter 15 cases

Frequently Asked Questions

What did Unigel file in the United States?

Unigel Participacoes S.A. and three affiliates — Companhia Brasileira de Estireno, Proquigel Química S.A., and Unigel Luxembourg S.A. — filed chapter 15 petitions in the U.S. Bankruptcy Court for the Southern District of New York on November 15, 2024 (lead case 24-11982). The petitions sought recognition of Unigel's Brazilian extrajudicial reorganization as a foreign main proceeding, and Judge Martin Glenn entered the recognition order on December 10, 2024.

Why was the case filed in New York rather than only in Brazil?

Unigel's largest debt instrument, the $583.8 million 2026 notes, is governed by New York law, carries a New York forum clause, and was held by numerous U.S. investors. Chapter 15 recognition extended the Brazilian stay and the restructuring's effect to that New York-law debt and to U.S.-based holders, preventing individual enforcement outside the Brazilian process.

Is the chapter 15 case still open?

No. The foreign representative moved to close the cases on May 19, 2025 but withdrew that motion on June 3, 2025 as Unigel returned to distress. After Helena Ramos succeeded André Luis da Costa Gaia as foreign representative in December 2025, she filed a renewed motion to close on April 23, 2026, and Judge Glenn entered an order closing the chapter 15 cases on June 3, 2026, while preserving the recognition order and the court's retained jurisdiction.

Did the 2025 restructuring resolve Unigel's distress?

No. After the extrajudicial plans went effective on January 30, 2025, Unigel returned to distress, was downgraded to 'CC' by S&P in July 2025, and filed for judicial recovery — a separate Brazilian court-supervised reorganization — in October 2025 to restructure a larger debt load.

Unigel's use of chapter 15 to enforce a Brazilian extrajudicial workout mirrors Raízen's R$98 billion restructuring and Ambipar's $1.05 billion notes restructuring, two other Brazilian issuers that sought U.S. recognition of out-of-court plans. Casino Guichard-Perrachon and New Fortress Energy used the same chapter 15 mechanism to bind U.S. creditors to French and U.K. restructurings, respectively.