In a case involving Agrogalaxy's judicial reorganization, the CVM Board granted a waiver allowing non-qualified investors already exposed to the risk through CRAs to opt into the alternative of paying in FIDC NP units provided for in the plan, as a way to mitigate losses.
The case stems from 2022 CRAs not paid by Agrogalaxy (in judicial reorganization since Sept. 2024) and from a query by the securitization company Vert on whether creditors (including non-qualified ones) could migrate to structures with different recovery profiles. The CVM's technical staff took the view that preventing this option could limit investors' freedom of choice in a stress scenario and recommended stronger risk warnings by intermediaries; the waiver was granted unanimously.
In the Valor Econômico article on the precedent, our partner Diogo Nebias highlighted a practical point that tends to be left out of the "formalist" discussion: in that context, the restriction made little sense because investors could circumvent the barrier by acquiring the receivables "in kind" and then paying in FIDC NP units.
The decision does not change the general eligibility framework; it is an exception based on the specific case. Even so, it serves as a signal for restructurings involving securitization and distressed credit, demanding greater rigor in investor disclosure, product suitability and distribution controls.
