Sabesp surprised everyone this week by announcing the purchase of Empresa Metropolitana de Águas (Emae) for R$ 1.1 billion – a relatively small transaction, but highly strategic, as it grants access to the management of the Tietê and Pinheiros river outflows, in São Paulo city, as well as to the Billings and Guarapiranga dams.

The business is so synergetic that it had already been proposed a few times by Sabesp, at least in 2009 and 2017, under Jerson Kelman administration, according to sources heard by EXAME INSIGHT. However, it never left the planning stages, in significant part due to the restrictions imposed by both companies at the time, which were state-affiliated.

This time, Ambipar’s crisis was at the center of the opportunity that presented itself for Sabesp.

Emae was privatized in April of last year, following an auction in which executive Nelson Tanure’s Phoenix fund acquired it.

Emae's shares were used as collateral for a debenture issue held by an XP fund, managed by Vórtx, which financed the transaction.

As there were no payments for the first interest payment, due last week, creditors declared early maturity, enforced the collateral, and pursued Sabesp to sell the shares, without Tanure's knowledge. Tanure learned of the transaction through a material fact and will appeal in court.

Pulling the thread

Emae and Ambipar have no direct connection, but their shareholders do. And it is in the collateral documents for the debentures that were not executed that the story begins.

The technical area of the Comissão de Valores Mobiliários (Brazilian Securities and Exchange Commission) has already shown that the valuing of over 900% of Ambipar’s shares in a few months last year had to do with a coordinated share purchase between the company’s treasury, its controller Tércio Borlenghi and assets owned by Nelson Tanure and Banco Master.

The move, said the local authority in a July report, was orchestrated precisely to build collateral to finance the purchase of Emae and “leverage Tércio’s patrimony”. The Superintendência de Registro de Valores Mobiliários (SRE) concluded, as part of an investigation, that the purchase of shares would trigger a tender offer (OPA) for all Ambipar shareholders.

The collegiate body of the local authority has understood that it did not, since the shareholders are not ‘bound’, in a polemic decision which, in practice, counted with two decisive votes – one from the president João Paulo Nascimento and another from the interim, Otto Lobo, who has since assumed leadership after his colleague’s resignation.

Evidently, the meltdown of Ambipar’s shares after the protection request against creditors was already enough to sound the alarm in relation to Phoenix debenture holders. But, as INSIGHT ascertained, it was just the final drop of an imbroglio that began months prior.

Besides Tanure’s shares in Ambipar, Borlenghi has also built a participation of 24% in Emae’s ON shares, through the Arys fund (which, on the 15^th of September, close to Ambipar’s crisis start, had its name altered to Oceania and changed administrations, leaving Trustee, connected to Tanure). He went so far as to be appointed to the council, but never took the position.

Ambipar's controller was the guarantor of Emae's debentures and, together with creditors, committed to paying the first installment of interest on the debentures in exchange for the release of its guarantees.

In mid-August, Borlenghi changed his mind, and the debt returned to Tanure, who requested an extension of the deadline, raising red flags among creditors.

Meanwhile, in early September, EMAE purchased R$250 million in debentures and units from Light, also owned by Tanure, which raised further questions about the governance of the process, as the cash of one company was being used to finance another within the same group.

A ‘passive’ approach

It was around this time that Sabesp began to be consulted. During a conference call, Daniel Szlak, the CFO of the former state-owned company, stated that the transaction was received in a “passive” manner and closed within “three to four weeks” because the company was already familiar with the asset.

One of the debenture holders' plans was to execute Tanure's stake in Ambipar gradually.

The unexpected request for protection from creditors by the company—which had R$4.7 billion in cash—and the meltdown of the securities was the final nail in the coffin, culminating in the sale of Emae's own equity, which was used as collateral.

According to information available from the CVM, the Phoenix fund has a stake in Esna, which in turn has 150 million shares in Ambipar. These shares were purchased for R$420 million and, as of the end of August (the latest available information), were worth R$2 billion. With the collapse of Ambipar's shares, that same stake is now worth R$150 million.

During a conference call, Sabesp stated that it expects to complete the purchase of Emae in the first quarter of 2026, without mentioning any potential legal complications.

Those who followed the Sabesp privatization process will recall that Tanure attempted to form a consortium at the time to acquire the state-owned sanitation company, days before the privatization auction, but was unable to secure the necessary guarantees.

The game has definitely turned around.