Ambipar rally aided Banco Master before both fell into crisis

It was a sensitive issue for the now-former banker. The Central Bank was already monitoring the financial institution, which was showing early signs of liquidity problems, although those issues had not yet become apparent to the market. At the same time, Master needed to strengthen its equity capital to keep fueling the deposit-gathering machine backed by guarantees from the Credit Guarantee Fund (FGC), a mechanism Vorcaro had mastered like few others. The financial notes would help the bank bolster capital and sustain that pace of expansion. He had presented the Central Bank with a plan to raise R$15 billion from institutional investors, but had secured only R$2 billion.

Vorcaro was under pressure, even if neither he nor Banco Master gave any outward indication of it. Credit-rating agency Fitch would still upgrade the bank’s rating months later, in November.

What Master’s controlling shareholder did not mention in his conversation with his girlfriend was that he had much more ambitious plans to strengthen the bank—and that those plans were already well underway that Friday.

Hours later, Ambipar announced that funds managed by Trustee, the brokerage firm owned by Maurício Quadrado, had accumulated a 6.6% stake in the waste-management company. With that disclosure, Ambipar was complying with securities regulations requiring listed companies to inform the market whenever an investor acquires a significant position of at least 5%, as mandated by the Securities and Exchange Commission of Brazil (CVM). At first glance, nothing seemed particularly unusual.

What was not yet clear, however, was that the purchase was part of a much larger operation involving Vorcaro, Ambipar controlling shareholder Tércio Borlenghi Jr., Quadrado—who was then in the process of leaving Banco Master’s ownership structure—and, later, businessman Nelson Tanure.

Between June and August 19, 2024, the group engaged in a series of coordinated purchases of Ambipar shares. The maneuver ultimately drove the stock up 863% during the period and later culminated in one of the most controversial decisions in the CVM’s recent history. The shares would climb another 348.7% by year-end, reaching R$268.5 per share.

Over the course of three months, Valor reconstructed the events through interviews, information available from the CVM, court filings, and documents from the São Paulo State Board of Trade (JUCESP). The story intertwines questions about Ambipar’s cash position, Banco Master’s meteoric—and increasingly desperate—rise before its collapse, and the privatization of hydropower company Emae.

The undertaking cost the businessmen—or structures linked to them—more than R$900 million. Such a substantial expenditure can only be understood in light of the benefits ultimately extracted from the transaction. The episode left lasting marks on Brazil’s financial markets and, in practice, allowed the alleged frauds at Banco Master to become far larger than they otherwise might have been.

The purchases were concentrated over six weeks between July and August. During that time, the Esna, Texas I, and Kyra funds, all managed by Trustee, spent approximately R$754 million to acquire 25.12 million Ambipar shares, representing 15.04% of the company’s capital. Esna and Texas I, whose investor was Banco Master, moved first. Kyra, whose investor was Quadrado, became active toward the end of the period.

Borlenghi purchased 10.82 million shares on July 10. He spent R$147.5 million, increasing his ownership stake in the company from 66.7% to 73.1%. The figures are based on the shares’ average trading price in the days preceding the acquisitions.

The calculation includes only the transactions that triggered mandatory filings with the CVM. The group also made a series of additional purchases between June 2024 and January of the following year, meaning the total volume was even larger.

Before Borlenghi and the funds launched their buying campaign, Ambipar had announced a share buyback program in early June, a mechanism commonly used by listed companies to signal that they believe their stock is undervalued.

The company’s shares had been under pressure since 2022. Ambipar had completed more than 40 acquisitions, leading investors to believe that sooner or later it would need to revisit its capital structure. As a result, short sellers accumulated large positions and a significant volume of shares was borrowed in anticipation of further declines.

The small but influential group of buyers decisively won that battle. The stock began to rise, and investors who had borrowed shares in expectation of further declines were forced to cover their positions, fueling even stronger gains in the months that followed.

One source who closely followed the operation defended the purchases, arguing that they were legitimate and that Ambipar appeared to be a promising company at the time, with no indication yet of the frauds that would later emerge at Banco Master.

Boosted equity

The house of cards began to collapse in 2025. Ambipar entered court-supervised reorganization proceedings; Banco Master was placed into extrajudicial liquidation by the Central Bank; Tanure and Quadrado faced problems in their businesses and became targets of Operation Compliance Zero, which investigates alleged frauds at the financial institution formerly led by Vorcaro, who was placed in pretrial detention. Yet, at least initially, the share purchases generated benefits for all those involved, beyond the direct gains from the stock’s appreciation.

Banco Master was the principal beneficiary, as it invested in the funds that acquired the shares. The rise in Ambipar’s stock price significantly boosted the bank’s equity, which nearly doubled from R$2.4 billion in December 2023 to R$4.7 billion by the end of 2024. That increase proved decisive in enabling Vorcaro’s bank to accelerate fundraising efforts. Because banking regulations impose leverage limits, strengthening equity was necessary for Master to continue raising funds in the market. Deposits jumped from R$30.5 billion to R$49.9 billion during the period, even as a liquidity and capital crisis was taking shape.

Not yet public at the time, according to Federal Police investigations, Vorcaro was simultaneously diverting funds through an intricate network of investment funds managed by Reag while Banco Master’s liabilities multiplied under the protection of the FGC guarantee system. The bank allegedly relied on illiquid and artificially inflated assets—such as certificates tied to the former State Bank of Santa Catarina (BESC)—within those investment vehicles. The scale of those transactions would have been smaller without the boost generated by the purchase of Ambipar shares.

Borlenghi’s gains

Tércio Borlenghi Jr. also benefited from the coordinated operation in several ways. The appreciation of the shares of the company he controlled significantly increased his personal wealth at the time. At the same time, Ambipar’s stock became a valuable currency for the company’s acquisitions. In the first quarter of 2025, Ambipar acquired a subsidiary using a combination of shares and cash as payment. The company also announced the creation of a partnership structure through which founders of acquired businesses became Ambipar shareholders.

The rise in Ambipar’s shares also benefited Nelson Tanure in acquiring Emae. The businessman acquired the utility for approximately R$1 billion in the privatization auction promoted by the São Paulo state government in April 2024. The transaction had Borlenghi’s support. To secure financing for the acquisition, which would need to be settled six months later, the two businessmen pledged shares of both Emae and Ambipar as collateral. The higher the stock price, the more valuable the collateral became—although Tanure has denied to associates that this was the motivation behind the purchases.

In addition to the Ambipar shares pledged by Borlenghi, Tanure also had direct exposure to the company. When the shares were initially purchased, the Esna fund counted Banco Master as its investor. Beginning in September, however, the fund’s investors became vehicles that, according to the CVM, were indirectly owned by Tanure. According to a source familiar with the transaction, Banco Master earned a profit of R$180 million from the transfer of the fund units. Ambipar’s shares continued to appreciate in the following months.

Quadrado was already preparing to leave Banco Master when Esna and Texas I carried out their Ambipar purchases. He formally exited the bank in September and therefore benefited only partially from the stock’s appreciation through his ownership interest in Master, as Ambipar’s rally continued afterward. At the same time, however, he captured gains directly through Kyra, one of the funds that acquired the shares.

Kyra was funded by another Quadrado vehicle, the Borgonha fund, which retained units valued at R$1.2 billion through the end of that year. Valor learned that, at that stage, an asset swap involved Banco Master. Kyra’s units—which held the Ambipar investment—were transferred to Vorcaro’s bank. In return, Quadrado acquired a stake in travel operator Befly, a company he favored and which orbited within Banco Master’s business network.

Known for his discreet profile—almost the opposite of the flamboyant banker image cultivated by his former Master partner—Quadrado served as the link connecting the various characters in this story. The owner of Trustee had previously introduced Vorcaro to Tanure, with whom he had done business for decades. That relationship even led to Tanure’s investment in debentures issued by Banco Master’s holding company, Banvox.

Later, Quadrado introduced Tanure to Borlenghi, who was also his client. The chemistry between the two businessmen was such that they considered creating a holding company that would combine their businesses. Tanure held positions in companies such as Light, Ligga, Alliança Saúde, and Gafisa, while Borlenghi was seeking diversification. They abandoned the idea once Ambipar’s crisis was underway, in the second half of 2025, when relations between the two deteriorated. Through his press office, Tanure described the proposed holding company as “groundless speculation,” but several sources confirmed that the possibility had been discussed.

A maze of funds

One striking aspect of the story is the intense triangulation of resources among the parties involved during that period—a web of transactions involving the constant movement of assets through investment funds and corporate entities.

The purchases of Ambipar shares took place in parallel with the operation of a credit rights investment fund (FIDC), in a structure that effectively allowed money to be channeled from the waste-management company to another holding company linked to the Borlenghi family.

Created in June 2024, the Fênix FIDC began acquiring receivables owed by Ambipar, accumulating more than R$500 million in assets that the company would ultimately have to repay within just three months. In practice, the structure created a mechanism through which resources could be directed out of Ambipar’s cash position.

The fund was surrounded by peculiarities, beginning with the fact that all of the parties involved were linked to Borlenghi, as first reported by Valor’s business website Pipeline in October of last year. Managed by brokerage firm ID, the Fênix FIDC counted ABank (formerly Ambipar Bank) and Ambipar Incorporações as investors. The debtors—the entities ultimately responsible for honoring the receivables—were two Ambipar operating companies: ESG Participações and Response.

Even more unusual were the “assignors,” or entities receiving cash from the FIDC in exchange for receivables. CVM filings show that the main assignor was Everest Participações e Empreendimentos S.A., a company that, according to corporate records reviewed by Valor, was acquired and recapitalized by Borlenghi in 2018 and had share capital of only R$15,000. Everest therefore held receivables against Ambipar and was collecting money from the company through the assignment of those credit rights.

Everest is a non-operating holding company that controls the owner of the Cricaré Praia Hotel in Conceição da Barra, Espírito Santo, as well as Amazônia Incorporação e Participação S.A., from which Ambipar leases a property in Nova Odessa, São Paulo, for R$772,000 per month, according to the company’s Reference Form. Until March 2026, Everest was managed by Guilherme Borlenghi, one of Tércio Borlenghi’s sons, and Luciana Barca, a trusted Ambipar executive. In January, Barca was the target of search-and-seizure warrants during the second phase of Operation Compliance Zero.

In disclosures filed with the CVM, the fund identified Everest as its largest assignor every time that information was publicly reported. At the same time, however, the FIDC reported that almost all of the receivables it acquired originated in the financial sector, which did not match Everest’s business profile. Last year, the fund refiled its financial statements, this time omitting the tax identification numbers of the assignors.

After its initial expansion, the FIDC’s asset base remained relatively stable for several months. It resumed growing in September 2025, reaching R$809.6 million. Then, unexpectedly, on September 24, Ambipar sought court protection from creditors, effectively anticipating the court-supervised reorganization filing that would follow several weeks later. Shortly afterward, on October 1, the Fênix FIDC booked a R$739.9 million provision to recognize losses in the recovery value of its assets. Everest, in turn, appears among the creditors listed in Ambipar’s court-supervised reorganization proceedings, even though it is not formally a subsidiary of the group.

Ambipar’s move stunned the market—not only because of the request for creditor protection itself, but also because of the argument the company presented to the courts to justify suspending debt payments. Ambipar claimed it was under pressure from a R$60 million margin call related to a derivatives contract with Deutsche Bank, despite having reported R$4.7 billion in cash in its second-quarter financial statements, which had been published only a few weeks earlier.

The company never explained how that cash position had effectively disappeared. Information regarding its cash holdings was submitted under seal to the judge overseeing the court-supervised reorganization and remains unavailable to the public. Market participants suspected that part of the funds had been invested in certificates of deposit (CDBs) issued by Banco Master. Valor learned that the company did in fact hold securities issued by Vorcaro’s bank but redeemed them at the end of 2024. Ambipar also reportedly held securities issued by Voiter, one of the financial institutions acquired by Banco Master and now under extrajudicial liquidation.

While acquiring receivables linked to Ambipar, the Fênix FIDC received roughly R$520 million in capital contributions, according to CVM filings. The fund’s story came to an end on March 30, 2026, when a special stockholder’s meeting voted to liquidate the vehicle.

Everest, meanwhile, did not rely solely on the FIDC for financing. In September 2024, the holding company also borrowed money from Banco Master. At the time, Máxima Fundo de Investimento Multimercado Crédito Privado 2, a fund linked to Vorcaro’s conglomerate, extended a R$708.4 million loan to the Borlenghi family holding company.

As collateral for that loan, Everest granted Banco Master a fiduciary alienation of its own shares and units in the Decarbon multimarket fund, managed by Banvox—Quadrado’s firm—and later renamed Osaka FIFMCP.

Valor found that Borlenghi was the ultimate beneficiary of the Decarbon/Osaka fund. As of September 2024, the fund’s main assets were credit instruments issued by two companies: Lormont Participações, linked to Nelson Tanure (R$708.3 million), and MDSV Participações, owned by Maurício and Denise Quadrado (approximately R$200 million). In other words, through this structure, Ambipar’s controlling shareholder effectively lent a total of more than R$900 million to Tanure and Quadrado. By receiving the fund units as collateral, Banco Master ultimately became a potential creditor of both businessmen.

A year later, in October 2025, the MDSV securities were transferred to Nagoya FIDC, a vehicle underneath Osaka that had been created that same month, when Banco Master was already on the verge of extrajudicial liquidation. According to a source familiar with the transaction, the transfer was carried out to achieve more favorable tax treatment.

Twin crises

Ambipar’s crisis erupted at the same moment that the Central Bank was tightening its scrutiny of Vorcaro, during the second half of last year. By the time the company sought court protection from creditors in September, the regulator had just rejected the acquisition of part of Banco Master by Banco de Brasília (BRB). The two parallel collapses fed into one another.

Under mounting pressure, Borlenghi could no longer turn to Vorcaro or Quadrado for support. At the same time, Ambipar’s shares collapsed, inflicting losses on the funds that had accumulated the stock and which have never recovered their value. To make matters worse, the businessman also faced enforcement actions involving shares pledged to Bradesco and to Opportunity, which held the securities as collateral for transactions conducted with him.

With the court-supervised reorganization and all the questions surrounding it, Ambipar saw its market capitalization virtually evaporate. The company, which at one point had been worth nearly R$45 billion on the stock exchange, closed on Wednesday (3) valued at just over R$266 million.

According to the latest available information, from February 2026, Esna held 150 million Ambipar shares. In the same month, Texas I owned nearly 52 million shares, and Kyra held 66.1 million.

Esna ended up under Tanure’s control. Kyra and Texas I were transferred by Banco Master to BRB as part of an asset swap designed to replace fraudulent credit portfolios that Vorcaro’s institution had previously sold to the Brasília-based bank.

Tanure’s involvement with Banco Master had a cascading impact on several of his businesses, many of which were highly leveraged, as Valor has previously reported. The most emblematic case involved Emae. One year after acquiring the utility in the privatization auction, Tanure lost control of the company to sanitation firm Sabesp.

That occurred because Phoenix Água e Energia, the vehicle through which Tanure acquired Emae, stopped paying interest on the debentures issued to finance the purchase. Those debentures, totaling R$520 million, were held in a fund managed by Modal and administered by XP. After enforcing the principal collateral—the Emae shares—the fund subsequently sold the asset to Sabesp in October 2025. Ambipar shares, as well as guarantees provided by both Tanure and Borlenghi, served as secondary collateral. According to sources familiar with the matter, it was in this context that the two businessmen fell out.

Tanure had also financed another R$230 million for the Emae acquisition through Braslight, the retirement fund of Light employees, using the Phoenix private-equity fund, the owner of the acquisition vehicle. The Ambipar shares held by Tanure through Esna were ultimately linked to Phoenix, which had a structure involving senior and subordinated units.

In the year it was under Tanure, Emae invested in CDBs issued by entities within the Banco Master conglomerate.

Quadrado, who had exchanged his Ambipar exposure for a stake in Befly, avoided the collapse in the company’s shares. Even so, he did not emerge unscathed from Banco Master’s downfall.

Although he had dissolved his partnership with Vorcaro months before Banco Master’s collapse, Quadrado was blocked by the Central Bank in his attempt to obtain a bank of his own. In October 2025, the regulator rejected the transfer of control of BlueBank (formerly Letsbank) from Banco Master to Quadrado.

It was the second setback he had suffered on that front. In January 2025, he had announced the acquisition of Digimais, a bank owned by Bishop Edir Macedo, founder of the Universal Church of the Kingdom of God and owner of broadcaster TV Record. Valor learned that Borlenghi was expected to participate in the transaction. The acquisition, however, never materialized and, according to sources, the reason was resistance from the Central Bank to approving it.

Banco Master was placed into extrajudicial liquidation on November 18. Vorcaro is currently in prison and negotiating his second plea-bargain agreement, in which investigators expect him to disclose improper relationships with public officials.

Ambipar, meanwhile, remains under court-supervised reorganization.

The episode involving the purchase of Ambipar shares also exposed divisions within the CVM. In mid-2025, the securities regulator’s board exempted the company from the requirement to launch a mandatory takeover bid for outstanding shares, which ordinarily would have been triggered by the increase in ownership concentration resulting from the acquisitions.

The vote among commissioners ended in a tie. The decision ultimately favored Ambipar because Otto Lobo, who was serving as interim chairman of the CVM, exercised the casting vote in a controversial ruling. Lobo had assumed the position shortly beforehand after João Pedro Nascimento unexpectedly resigned. According to sources, Nascimento had been subjected to pressure and threats.

Lobo became the permanent chairman of the CVM two weeks ago, after Brazil’s Senate approved his nomination to the post. He was nominated by President Lula.

In a statement provided to Valor, Nelson Tanure said that he “was not a party to the proceeding initiated by the CVM to evaluate the possible requirement for a takeover bid by Ambipar’s controlling shareholder” and that he acquired the shares only after the events that led to the opening of the regulator’s investigation. Therefore, he argued, he “cannot be held responsible for prior circumstances exclusively related to the company’s controlling shareholder.”

Regarding Emae, Tanure said that Ambipar shares “formed only a secondary package of guarantees, behind other guarantees of higher quality, and were never used to repay the financing.” As a result, he said, it is incorrect to suggest that the Ambipar purchases were made for that purpose. “The market price of any publicly traded company’s shares is driven by future market movements, so there is no basis for claiming that this could alter—either positively or negatively—the soundness of collateral supporting a contract that originated from a regular public auction conducted by B3,” he said in the statement.

Tanure also defended Emae’s purchases of Banco Master certificates of deposit, arguing that the bank offered attractive returns. “At that moment, Banco Master was a financial institution authorized and supervised by the Central Bank, with a credit rating and external audit. Regarding the sale of Emae, given the conclusion of the legal dispute, there is no further clarification required on this matter,” he said.

Quadrado also issued a statement, saying: “The position in AMBP3 was built by funds managed by Trustee between July and August 2024 exclusively through purchases executed in the regular course of trading on B3, which represented less than 15% of the total trading volume during the period. The decisions were made based on technical and fundamental analysis within a discretionary management process conducted independently and in line with market best practices. The investment fully complied with fiduciary duties and the rules governing the capital markets and has been reviewed by the CVM, which did not identify any irregular conduct.” Quadrado was not a target of the CVM proceeding that examined whether a mandatory takeover bid should have been required.