Million dollar transactions between Ambipar and Master during the stock market explosion

The transactions between Ambipar and Master took place in September 2024. That month, the investment fund Máxima Multimercado Crédito Privado 2 – which was part of the Master group – lent R$708.4 million to a company called Everest Participações e Empreendimentos SA. The name appears to have nothing to do with Ambipar, but the company was listed in the judicial recovery of the company as part of the conglomerate and its directors include Guilherme Borlinghi, son of Tércio, and Luciana Freire Barca Nascimento, deputy director of Ambipar.

The footprint left by the loan is the Máxima 2 fund portfolio, which can be referenced on the CVM platform. In the filings, the deal is described as a contribution by the fund to “agribusiness-linked bonds” issued in Everest’s name, maturing in two years.

In the same month, two other parallel operations took place. Everest made a credit sale of shares in a fund called DeCarbon (Osaka Today), for a value similar to the value of the loan – R$700 million – to the Maxima fund itself. The contract stipulated that the resources raised through “the commercial notes (issued by Everest) would be used (…) to acquire shares in the DeCarbon Fund.” On the same date, Ambipar’s founder, Tércio Borlenghi Junior, sold Everest shares to the same fund Máxima Crédito Privado 2. The column had access to the two credit sale contracts, registered on September 3, 2024.

In other words: Ambipar, through Everest, obtained a loan of about R$ 700 million from the Master Fund with the aim of investing in the Decarbon Fund. The main fund received shares as collateral from Everest itself, which owed him money, and shares from DeCarbon.

Another box associated with Mr

It turns out that this DeCarbon box presents clear signs of a connection with the Master Group itself. The fund is managed by Banvox, Mauricio Cuadradowho was at that time one of Master’s main partners. It is managed by Blue Solutions, which, according to a report from the technical area of ​​CVM, is the successor to M Asset and has among its partners FIP Jaguar, which has invested in other companies in the Master group, including Planner, from Quadrado.

On the day Everest signed the contracts with the Maxima Fund, the DeCarbon Fund received an investment of R$700 million, according to daily data provided to CVM. It is not possible to know who the car’s shareholders are for reasons of confidentiality, but the date is the same: September 3, 2024. The contribution increased the fund’s assets, which amounted to only R$200 million until then.

At the same time, in September 2024, exactly 700 million Brazilian reais in “private credit securities” issued by Lormont Participações, owned by a businessman. Nelson Tanor.

(The column cited the Lormont Participações Fund last week, andArticle about how mr collapse became ammo xp vs tanor. The report mentions accusations from the XP Fund under which Máxima 2 invested in several companies in which Tanure invested. In this article, he vehemently denied “any involvement, influence, or affiliation with Banco Master.”)

Practically all of the remaining assets of the Decarbon Fund were invested in securities of MDSV Participações, owned by Mauricio Cuadrado. In the same week, Cuadrado was selling his stake in Master, leaving the organization with Daniel Forcaro and Augusto Lima, according to news published at the time.

This frantic succession of operations coincides with the conclusion of the deal that began in March of that year and in which Ambipar, Master and Tanure, according to CVM, participated in a coordinated and direct manner: the privatization of Emae (Empresa Metropolitana de Águas e Energia).

CVM’s investigation indicates that after the Tanure fund – Phoenix FIP – was announced as the winner of the auction, a series of transactions were triggered that caused Ambipar shares to rise by 863% on the stock exchange between the end of May and August 19, 2024 alone. According to the technical field of the agencythe money from the securities distribution trustee, from Mauricio Cuadrado, was the master’s arm in the arrangement.

“The Trustee acted (through the Trusts) with Mr. Tercio (the financial controller of Ambipar) within the scope of the acquisitions of shares issued by the company which took place between June and August 2024, such acquisitions would have taken place from the beginning of the Emae privatization process, with those acquired shares subsequently used as security to finance the acquisition of that company,” the CVM board minutes on the investigation summarize, adding:

“Which would show an orchestrated move by the parties with the aim of increasing the price of Ambipar shares, favoring the security constitution in the acquisition of Emae, in favor of Nelson Tanure, and benefiting from the assets of Tércio, as the majority holder of the company’s capital.”

It seems that the date of September 3, 2024 was crucial for all this equipment. In addition to being the day that Ambipar acquired R$700 million from a master fund and invested it all in the shares of another fund linked to the same group, it was precisely that date that the shares of Esna FIP – one of the funds that had been buying Ambipar shares in an accelerated manner – were transferred from Banco Master to Tanure. According to CVM’s investigation, the transfer was made at a price 40% lower than the market value of Ambipar shares.

The R$700 million Lormont Participações bonds that appear in the Decarbon Fund’s portfolio also appear to have been issued on September 3, 2024. (The ownership maturity date expires on September 3, 2027.) Recall that on that date Everest, from Ambipar, invested the same amount in the vehicle linked to Master.

All this coordination led to CVM’s technical space requesting a public takeover offer (OPA), which would oblige these investors to offer similar price terms to minority shareholders for the sale of their shares. The potentially billion-dollar operation was on track to get off the ground with favorable votes from CVM President and Director Marina Coppola, Who understood that only Tércio Borlenghi Junior should pay the bill.

But less than a month later, the body’s president, João Pedro Nascimento, resigned for reasons that remain unclear. Director Otto Lobo, who had requested a reconsideration of the process, assumed the interim presidency Using a real horse, he manages to prevent the OPA from convening, claiming that he now leads the collective body and that his vote will count as two – even if the CVM president has already voted on the issue. The decision angered CVM’s technical field, which asked for the case to be reconsidered, but Lobo has not discussed the matter again yet.

Since then, Ambipar has applied for judicial recovery, Master has been liquidated and Tanure Emae has lost – XP Fund executed the debt guarantees issued by the businessman to close the payment and, subsequently, sold the stake to Sabesp. Tanuri is trying to undo the implementation of the ruling in court.