Raízen Group Obtains Foreign Main Recognition of Brazilian Extrajudicial Reorganization in U.S. Bankruptcy Court

Cleary Gottlieb successfully represented Raízen S.A. and eight of its affiliates (Raízen debtors) in obtaining foreign main recognition of their Brazilian extrajudicial (EJ) reorganization proceeding (recuperação extrajudicial) in their Chapter 15 cases pending in the U.S. Bankruptcy Court for the Southern District of New York (the Bankruptcy Court).

The Raízen group is Brazil’s leading sugarcane processor and ethanol producer, the country’s second-largest energy and fuel distributor, and its third-largest company by net revenue, excluding financial institutions. The Raízen debtors—comprising six Brazilian-domiciled entities and one entity each domiciled in Luxembourg, Switzerland, and the United States—commenced the EJ proceeding on March 11, 2026, to prevent the accelerated maturity of more than R$66.5 billion in debt and to negotiate with key financial creditors a targeted restructuring and recapitalization.

As part of the Raízen debtors’ broader restructuring efforts, Cleary advised on the commencement of Chapter 15 proceedings in the United States on March 12, 2026, in aid of the EJ proceeding and to safeguard the Raízen debtors and their U.S.-based property from adverse actions. Cleary also successfully obtained provisional relief on March 16, 2026, imposing a stay on the commencement or continuation of any actions or proceedings concerning the Raízen debtors or their assets, rights, obligations, or liabilities in the United States pending the Bankruptcy Court’s final determination on their recognition petition.

On April 7, 2026, Cleary appeared on behalf of the Raízen debtors before Judge Lisa G. Beckerman in the Bankruptcy Court, seeking final recognition of the EJ proceeding as a foreign main proceeding or, in the alternative, as a foreign non-main proceeding for each entity. The analysis required the court to determine the “center of main interests” for each of the Raízen debtors on an entity-by-entity basis. Following briefing, witness testimony, and oral argument, the Bankruptcy Court issued a bench ruling granting foreign main recognition for all nine Raízen debtors, finding that the center of main interests for each entity is located in Brazil. In doing so, the court determined that the evidence presented rebutted the presumption that the center of main interests for the Luxembourg, Swiss, and U.S. incorporated debtors was in the location of their registered offices.

The debtors in the Chapter 15 cases are Raízen S.A., Raízen Energia S.A., Raízen Centro-Sul Paulista S.A., Raízen Fuels Finance S.A., Blueway Trading Importação e Exportação S.A., Raízen Caarapó Açúcar e Álcool Ltda., Raízen North America Inc., Raízen Centro-Sul S.A., and Raízen Trading S.A.

The Cleary team was led by partners Francisco Cestero and Luke Barefoot and included senior attorney David Schwartz, associates Silvia Fittipaldi, Richard Minott, and Tim Wolfe, law clerk Sam Mesfin, and international lawyers Antonio Heraldo Wajnman Lima and Julia Ferreira. Partners Polina Lyadnova and James Brady-Banazet and associate Julia Kelsoe provided support in planning a potential parallel recognition proceeding in the Courts of England and Wales.