By Brazil Stock Guide – A São Paulo court has granted an injunction preventing EMAE (Empresa Metropolitana de Águas e Energia S.A.) and its shareholder Phoenix Energia, linked to Brazilian businessman Nelson Tanure, from carrying out atypical or related-party transactions, under penalty of fines.
The ruling, dated October 6 (case no. 4035606-41.2025.8.26.0100), was filed by Vórtx, the fiduciary agent for Phoenix’s debentures, and the Macadâmia FIM fund, managed by XP Investimentos. It became a key legal instrument in the enforcement of guarantees that ultimately led to the sale of EMAE’s controlling stake to Sabesp (B3: SBSP3) for R$1.1 billion (US$208 million), as announced on Sunday.
In the same notification, Vórtx reinforced that the voting rights of Phoenix’s shares in EMAE must follow instructions exclusively from the creditors.
In its response, EMAE acknowledged the sale contract and said it continues to operate “in compliance with legal, statutory, contractual, and judicial guidelines,” while noting it did not sign the contractual instruments between the other parties.
From Default to Sabesp’s Takeover
The injunction follows the default of Phoenix Energia, which missed the first interest payment on its R$520 million (US$95 million) debenture issuance (PHAG11) on September 27, 2025.
Following the default, Vórtx, as fiduciary agent, and Macadâmia FIM, which holds the bonds, accelerated the debt and enforced the collateral, which included Phoenix’s entire equity stake in EMAE.
The enforcement transferred control of EMAE’s shares to creditors, paving the way for a share purchase agreement with Sabesp, which now assumes control of the company — strengthening its post-privatization strategy to integrate water and energy operations through the Billings and Guarapiranga systems in Greater São Paulo.
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