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Ambipar 25亿雷亚尔现金含12亿联邦债权,在巴中资需警惕流动性风险

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Ambipar cash included illiquid claim, Master-linked assets

巴西环境服务公司Ambipar在破产保护下披露的25亿雷亚尔现金头寸中,仅2.95亿为顶级银行现金,12亿为流动性差的联邦债权,另有2.47亿与问题银行Master关联,引发对其财务状况真实性质疑,在巴中资企业需关注类似资产质量风险。

为什么值得关注

Ambipar现金构成揭示联邦债权和问题银行关联风险,在巴中资需警惕类似财务结构对自身现金管理和应收款的影响。

巴西环境服务公司Ambipar在2025年底报告的25亿雷亚尔现金头寸中,仅2.95亿雷亚尔为顶级银行的现金及等价物,其余包括12亿雷亚尔投资于一只底层资产为联邦债权的基金(处于预付款令阶段,按面值计价),以及2.47亿雷亚尔与Banco Master相关的投资。这些数据是公司作为与债券持有人协议的一部分披露的,该协议在破产保护程序下达成。法院指定的管理人报告显示,2025年9月底公司现金为33.9亿雷亚尔,三个月后降至24.8亿雷亚尔,2025年第二季度危机爆发前现金曾高达47.1亿雷亚尔。对于在巴西经营的中资企业而言,Ambipar的案例揭示了企业账面现金可能包含流动性极差的资产,尤其是在与联邦债权或问题银行关联时,需警惕类似财务结构对自身应收账款和现金管理的影响。

Ambipar的现金构成问题源于其与Banco Master的深度关联。公司为Ásia应收款投资基金(FIDC)购买了5亿雷亚尔的Master资产,该基金持有由一家金融公司发起的12亿雷亚尔资产,Ambipar据称是该基金的唯一投资者。此外,公司2.473亿雷亚尔现金被描述为“投资于一家正在清算中的机构”,尽管2025年12月清算程序尚未开始。Valor此前报道,Ambipar可能持有Voiter(前Banco Pleno)发行的证券,该行于2025年2月被清算。这些关联使得Ambipar的现金头寸真实性受到质疑,尤其是联邦债权在预付款令阶段缺乏流动性,结算可能需数年甚至数十年。

对于在巴西的中资企业,尤其是从事环境服务、基础设施或与政府有应收款往来的企业,Ambipar的案例具有直接警示意义。底稿显示,联邦债权被Banco Master用于在倒闭前膨胀其资产负债表,这种操作模式可能在其他企业中存在。中资企业需关注自身应收账款中是否包含类似联邦债权,以及投资于基金或金融产品的现金是否与问题银行关联。巴西证券交易委员会(CVM)已介入相关文件审查,但底稿未明确中资企业是否直接受波及。CBI认为,通过供应链和资金链传导,Ambipar的流动性问题可能影响其供应商和客户,包括可能的中资合作伙伴。

CBI解读:底稿数据表明,Ambipar的现金头寸在2025年最后三个月从33.9亿雷亚尔降至24.8亿雷亚尔,同期利息支付达1.6亿雷亚尔,显示公司现金流紧张。CBI认为,联邦债权按面值计价可能高估了实际可变现价值,尤其是在预付款令阶段,这与巴西司法系统处理政府债务的长期延迟有关。类似资产在Banco Master倒闭前被用于膨胀资产负债表,Ambipar的案例可能不是孤例。在巴中资企业在评估合作伙伴或投资标的时,应要求对方披露现金构成细节,并独立验证流动性。

待观察:一是巴西证券交易委员会(CVM)是否会对Ambipar的现金披露展开正式调查,以及是否涉及其他企业;二是Banco Master清算程序的进展,尤其是其资产处置对Ambipar等关联方的影响;三是Ambipar在2026年第一季度能否维持债券持有人协议下的现金要求,以及联邦债权基金是否会被迫折价出售。

CBI 观察编辑判断

底稿显示Ambipar现金头寸中流动性差的联邦债权和Master关联资产占比过高,CBI认为这反映了巴西企业利用非标资产美化报表的潜在风险。在巴中资企业在进行尽职调查时,应要求对方提供现金构成明细,并独立验证资产流动性。

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信息概要

类型
企业动态
方向
巴西
分类
金融监管
层级
编辑整理
地点
在巴中资企业,尤其是环境服务、基础设施及与政府有应收款往来的企业
核验
待核验
对象
在巴中资企业投资者税务合规负责人
话题
金融企业动态合规

来源信息

来源
Valor International
原文标题
Ambipar cash included illiquid claim, Master-linked assets
原始语言
英语
原文链接
查看原文 →
编辑
Clara Lin
查看原文(英语

Ambipar cash included illiquid claim, Master-linked assets

Tércio Borlenghi Divulgação Brazilian environmental services company Ambipar ended last year with a reported cash position of R$2.5 billion, including R$1.2 billion held in a fund whose underlying asset was a federal claim at a stage preceding the issuance of a court-ordered payment order and carried at face value. Another R$247 million consisted of investments believed to be linked to Banco Master. Stakes in Emae and a receivables fund connected to Ambipar itself were also included in the total. Cash, cash equivalents and investments at top-tier banks amounted to only R$295 million. The figures were included in a presentation made by the company as part of an agreement with bondholders announced this week under the group’s bankruptcy protection proceedings. Central Bank seeks advisory role in Ambipar bankruptcy case Riskier companies gain ground in Brazil’s bond market A federal claim at the pre-payment-order stage refers to a credit owed by the federal government before it formally becomes a precatório, or court-ordered payment claim. At that point, the credit has already been recognized, but there is no indication of when payment will be made. Settlement can take years or even decades, making the asset illiquid and its realization uncertain. Ambipar’s presentation shows that R$1.2 billion of its cash was invested in a fund that held certificates of deposit, or CDBs, until early September 2025, when they were replaced by the federal claim. Such claims were used by Banco Master to inflate its balance sheet before the collapse of the financial institution controlled by Daniel Vorcaro. Ties to Banco Master Ambipar purchased R$500 million of Master assets for the Ásia receivables investment fund, or FIDC, in which the company was reportedly the sole investor, O Globo columnist Lauro Jardim disclosed. Filings available from Brazil’s Securities and Exchange Commission, or CVM, show that the fund holds R$1.2 billion in assets originated by a financial-sector company. The relationship with the Master conglomerate appears to go further. In its investor presentation, Ambipar said R$247.3 million of its cash consisted of “investments held at an institution currently undergoing liquidation,” although liquidation proceedings had not yet begun in December 2025. Valor previously reported that Ambipar may have held securities issued by Voiter, formerly Banco Pleno, which was liquidated in February this year. Those figures, together with reports from Ambipar’s court-appointed administrators obtained by Valor, indicate that the financial weakness of the company controlled by Tércio Borlenghi Jr. predated the crisis it attributed to a R$60 million margin call by Deutsche Bank on derivatives contracts. Court-administration documents show that Ambipar claimed to have R$3.39 billion in cash at the end of September last year, one week after seeking protection from creditors. The trial balances also show a sharp acceleration in interest payments, which reached R$1.6 billion in the final three months of last year, when the company was already under bankruptcy protection. Creditors interviewed by Valor, however, said they were receiving payments only on obligations outside the proceedings, such as leases and loans under the Finame equipment-financing program. Detailed look This is the first time information about Ambipar’s cash has emerged since the company filed for an injunction on September 24 to suspend debt payments. The measure was later converted into bankruptcy protection. The data were submitted to the court in a sealed envelope and have remained confidential since then. The figures shed some light on the company’s finances, but they also deepen the mystery surrounding what happened to the cash Ambipar said it held. The court-appointed administrators’ report shows that Ambipar had R$1.42 billion in cash and equivalents and another R$1.96 billion in financial investments at the end of September, for a total cash position of R$3.39 billion. Three months later, on December 31, the company reported R$634 million in cash and equivalents and R$1.84 billion in investments, for a total of R$2.48 billion. The figures therefore represent a decline from the amounts reported in the company’s financial statements for the second quarter of 2025. At the end of June, Ambipar reported a cash position of R$4.71 billion, comprising R$2.61 billion in cash and equivalents, R$2.06 billion in a FIDC linked to the Borlenghi family and R$30.4 million in long-term financial investments. The second-quarter 2025 financial statements were the last released before the crisis engulfed the company. Soon after the results were presented, Ambipar creditors began questioning the company amid suspicions that its cash had been invested in CDBs issued by Master. Vorcaro’s bank had not yet been liquidated, but its looming collapse was already widely anticipated in the market. Failed debenture plan In mid-September, bank executives sought explanations from Borlenghi, who was simultaneously seeking support for a debenture offering intended to ease pressure on Ambipar’s cash position. The planned R$3 billion transaction never took place. Displeased, the businessman withdrew the money Ambipar had deposited at Santander and other financial institutions. The attempt to issue debentures placed further pressure on the company’s bonds in the secondary market. The securities had already been hit by investors’ concerns over Master and Fitch Ratings’ downgrade of Ambipar’s credit rating. To address those concerns, Ambipar told banks that its immediately available cash was invested in CDBs issued by institutions including Itaú Unibanco, BNB, Ajman Bank, Bancolombia and PNC—not Master. Another portion was held in the Fênix FIDC. As Valor previously reported, the fund’s main receivables originator was Everest, a company owned by Borlenghi. In other words, Everest held receivables from Ambipar. A further R$520 million was invested in units of the Africa fund, through which the businessman had purchased shares in Emae. The remainder was said to be held in bank securities without immediate liquidity at institutions including Deutsche Bank, J.P. Morgan and Banco de la Nación. The explanations failed to convince creditors, and Ambipar filed for an injunction with the Rio de Janeiro State Court only days later. Shrinking cash Ambipar’s true financial position and the events that led to its collapse remain unclear. The data submitted by the court-appointed administrator show that the company entered bankruptcy protection reporting a shrinking but still multibillion-real cash position. Curiously, that amount fell further while Ambipar was already protected by the courts and payments to unsecured creditors had been suspended. The income statements show that the company recognized R$1.53 billion in financial expenses in the final quarter of last year. That represented a sharp acceleration from the previous months. From January through September, financial expenses had totaled R$1.84 billion. The increase was not matched by financial income, which came to R$146 million between October and December, after totaling R$996 million from January through the end of the third quarter. Based on those figures, financial expenses last year were equivalent to 31% of the company’s reported total debt of R$10.7 billion. Recognizing financial expenses, however, does not necessarily mean that cash was paid out at the same time. Income statements use accrual accounting, meaning expenses are recognized when the underlying event occurs rather than necessarily when funds enter or leave the company. The cash-flow statements, which reflect actual movements of funds during the period, point in the same direction. Reports from the court-appointed administrator show that Ambipar disbursed R$2.71 billion last year for interest on loans and financing, penalties and debentures, as well as leases, foreign-exchange variations and swaps. More than half of that amount, or R$1.56 billion, was concentrated in the fourth quarter of 2025, when the company was already under bankruptcy protection. Nearly R$1.2 billion was paid out in December alone. Suspicious transactions Ambipar had been expanding rapidly until 2024. In the middle of that year, it later emerged, funds linked to Borlenghi, Master’s Vorcaro, Nelson Tanure and Maurício Quadrado participated in a series of transactions that drove up Ambipar shares. The deals fueled market suspicions of unusually close ties between the company and Master. The share purchases took place alongside transactions involving the Fênix FIDC, whose investors included Ambipar companies. The fund bought receivables held by one of Borlenghi’s companies against Ambipar itself. In practice, the arrangement allowed money to be channeled out of Ambipar. Shortly after the company sought the injunction, the fund booked a R$739.9 million provision. In the investor presentation, the FIDC was valued at R$83.9 million in December after the provision. The Emae shares were valued at R$533 million, although they were sold to Sabesp this year for R$171.6 million. Ambipar did not comment.

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