Raízen in Brazilian Extrajudicial Restructuring Plan

Cleary Gottlieb represented Raízen S.A. (Raízen) and certain of its affiliates in connection with the filing of Raízen’s extrajudicial restructuring plan in Brazil, a key milestone in what has been reported as the largest “recuperação extrajudicial” (EJ proceeding) in Brazilian history.

The matter reflects Cleary’s leading position in complex cross-border restructurings and its experience advising debtors in landmark insolvency and recapitalization matters involving coordinated proceedings, multiple jurisdictions, and sophisticated creditor groups.

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 group 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. This was a groundbreaking and innovative use of the EJ proceeding to enable fully consensual negotiations with creditors under a court protected environment.

On June 5, 2026, Raízen filed its final restructuring plan in Brazil, following an intensive, multijurisdictional negotiation process involving a broad and diverse creditor base. The plan was filed with substantial support (75.45% of the unsecured financial indebtedness covered by the plan, totaling R$64.7 billion) across key creditor constituencies, including bondholders, banks, asset managers, debenture holders, and holders of agribusiness receivables certificates.

The restructuring contemplates, among other terms, a significant equity injection led by Shell, which is one of Raízen’s significant equity holders, as well as the conversion of a portion of the debt subject to the EJ proceeding into equity, and the reprofiling and restructuring of the remaining debt into new instruments. The plan also provides for a broader corporate and operational reorganization of the Raízen group.

Prior to the filing of the final plan, Cleary successfully represented Raízen in obtaining recognition of the Raízen debtors’ Brazilian extrajudicial reorganization proceeding as a foreign main proceeding under Chapter 15 of the U.S. Bankruptcy Code.

Cleary advised Raízen throughout the process, including on the cross-border restructuring strategy, the Chapter 15 proceedings in the United States, the negotiation with international and local financial creditors on the terms of the plan and related matters, and the documentation and implementation of the recapitalization and reorganization measures reflected in the filed plan.

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; international lawyers Antonio Heraldo Wajnman Lima and Julia Ferreira; and law clerk Samuel Mesfin. Partners Polina Lyadnova and James Brady-Banzet and associate Julia Kelsoe advised on various English law matters.