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Italy firm got Carlyle cash and allegedly paid for yacht, winery

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It seemed like a low-risk bet when in 2020 Carlyle Group Inc. agreed to provide around €200 million ($210 million) in private bonds to Pro-Gest SpA, a family-owned paper and packaging company based near Venice.

The papermaker’s finances came under pressure in 2019 as production at one of its main plants was temporarily suspended by local authorities. The pandemic helped boost demand for paper packaging and Carlyle agreed to step in to refinance a portion of Pro-Gest’s debt when the company offered some of its best assets as collateral. The deal put the American private capital giant first in line for repayment in case anything went wrong, ahead of bondholders who had previously given the company €250 million.

Fast forward to 2025 and the company, after defaulting on some of its debt, is now attempting to restructure its obligations in a court-supervised process known locally as composizione negoziata.

The move follows months of negotiations with creditors that saw the company’s board overhauled, its first chief restructuring officer suddenly depart and — amid the negotiations with creditors — a draft report from the auditing firm Deloitte LLP that raised questions about more than €80 million of financial transactions by Pro-Gest and its owners, members of the Zago family. The expenses questioned included payments for a yacht and cash used to fund a prosecco winery.

The draft report was presented to Pro-Gest’s board, but never acted on. The company’s current CRO Angelo Rodolfi said in a statement to Bloomberg that claims the firm misused cash are “incorrect and untrue.”

But the episode underscores the difficulties often faced by lenders in the booming world of private credit. A few of the industry’s largest players have made lending to companies that aren’t owned by private equity a key piece of their strategy, hoping to reduce their reliance on buyout financing — an increasingly competitive and lower-return business — to deploy capital. While the loans typically come with high yields, they’re often provided to businesses that aren’t accustomed to the same high levels of disclosure and scrutiny as publicly traded borrowers.

Pro-Gest’s debt came from the Carlyle Credit Opportunities fund, a strategy launched in 2019 to provide capital “primarily for upper middle market borrowers,” including firms owned by families and entrepreneurs, according to the fund’s website.

By early last year, Pro-Gest had breached some of the terms governing the Carlyle debt, according to people familiar with the matter, who asked not to be identified because they aren’t authorized to talk about it. While the U.S. fund agreed to waive the breaches of financial covenants, it wanted to appoint independent directors to the board. And as part of the compromise between family owners and the fund, the board commissioned Deloitte to conduct a forensic analysis of Pro-Gest’s finances and transactions with related parties.

Deloitte analyzed internal accounting, collected material on the company’s IT devices through December 2023, and produced a draft report in May 2024 that identified potential anomalies with a total financial impact of about €81.6 million. 

Some of these transactions may have impacted Pro-Gest’s balance sheet, and others may have breached covenants in Carlyle’s debt and disclosure obligations, Deloitte said in the report. It also said founder Bruno Zago and other members of his family may have used company funds to pay for non-business-related expenses.

After Deloitte completed its draft report, a round of interviews with some employees and managers backed its preliminary findings, and the report was filed to Pro-Gest’s board for review, the people said. Over the summer, however, the chief restructuring officer and other independent directors suddenly resigned after less than six months in the post.

A new CRO and new board members were appointed, and while they received Deloitte’s draft report, they never voted on it, the people said.

As part of CRO Rodolfi’s response to Bloomberg in December, he said that claims the firm misused cash and the representation of events “are harmful and defamatory.” He didn’t comment on the details of the allegations contained in Deloitte’s draft report. The company said in a separate email response in early January that its own financial reports are correct.

Representatives for Deloitte and Carlyle declined to comment on the draft report.

Alleged breaches

Deloitte said it found 16 transactions that were in breach of the financial covenants of the debt Pro-Gest got from Carlyle. And it singled out 29 cases when the company’s cash coffers, which had been boosted by Carlyle’s funds, were allegedly used for non-business purposes.

The list of breaches includes a €1.4 million purchase of a Ferretti Custom Line 94 yacht, and zero-interest loans to several Zago family members and close allies, some of which weren’t paid back, according to the draft report.

Deloitte’s report also claimed Pro-Gest’s funds were used to finance family businesses that are legally and financially separate from the packaging group, including one that makes prosecco in the hills of Veneto, and a local food catering company. And Deloitte’s report said it found €12.5 million of “financials granted by Pro-Gest in favor of AMG,” a real estate company also owned by the Zago family. AMG didn’t respond to a request for comment.

Zago family members allegedly used company funds to pay for aircraft rentals for purposes not related to Pro-Gest’s core business, and to cover about €530,000 in yacht maintenance costs between 2021 and 2024, according to the draft report. They also moved assets back-and-forth between the Pro-Gest group and entities controlled by the Zagos, the report alleged.

For instance, in 2018 it sold €20 million worth of paper reels to World Cart Srl, a company in which Pro-Gest held a minority stake and whose biggest shareholder was Pro-Gest’s founder. In 2021 and 2022, after the debt from Carlyle helped stabilize Pro-Gest’s finances, the group bought back those assets from World Cart, which in turn directed a large chunk of its profits to benefit AMG, according to the draft report. 

Bruno Zago eventually transferred his stake in World Cart to Pro-Gest in October 2024, according to a corporate filing. Luca Lazzarotto, who owns 25% of World Cart and is the firm’s chief executive officer, said in an emailed statement to Bloomberg that he isn’t aware of strictly private information that was presented to Pro-Gest’s board, and warned against spreading false reports.

Debt talks

It’s unclear what Carlyle did when Deloitte submitted its report to the board. A Carlyle spokesperson declined to comment when asked whether the fund had received the report when it was sent to Pro-Gest’s board. 

Either way, Carlyle and unsecured creditors have been in on-and-off talks with the company to restructure its debt for more than a year. Pro-Gest stopped paying interest on its debt to bondholders in June, and didn’t pay the unsecured notes when they matured on Dec. 15. The private bonds from Carlyle are due this year.

This month, Pro-Gest said it had entered court-supervised negotiations and issued a proposal to extend debt maturities, sell assets and reduce rental costs. It also plans to recover funds credited to AMG. The court-supervised procedure, which protects the company against its creditors, can last as long as a year.

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Accounting

Global ESG Reporting Standards and Double Materiality Compliance

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Corporate accounting departments face expanding reporting expectations as international sustainability disclosure standards achieve regulatory enforcement across major global jurisdictions. Chief Accounting Officers (CAOs) and corporate controllers are establishing rigorous internal accounting controls to treat Environmental, Social, and Governance (ESG) metrics with the same data precision, auditability, and governance as traditional financial statements.

Regulatory Harmonization Under Global Sustainability Frameworks
The implementation of standardized sustainability reporting frameworks—notably rules established by international sustainability accounting boards—has created unified expectations for public and large private enterprises. Corporations must report standardized metrics covering greenhouse gas emissions (Scope 1, 2, and material Scope 3), energy utilization, workforce demographics, and supply chain governance.

In Europe and other participating international jurisdictions, double materiality principles are mandatory. Under double materiality, organizations must report both how external sustainability risks impact corporate financial performance, and how internal corporate operations affect surrounding environmental and social structures.

Integrating Sustainability Metrics into Core ERP Systems
To provide auditable non-financial data, enterprise organizations are integrating specialized carbon accounting and ESG management platforms directly into core ERP systems. Automated data collectors capture energy utility invoices, logistics fuel consumption metrics, and vendor compliance records in real time.

Establishing automated, traceable data pipelines ensures that non-financial reporting is supported by clear audit trails. This structured approach allows external financial auditors to provide reasonable assurance on sustainability disclosures during annual corporate reporting cycles.

Financial Impacts and Capital Market Disclosure
Accurate ESG reporting directly influences corporate cost of capital and institutional credit ratings. Commercial lenders and institutional asset managers systematically incorporate sustainability metrics into risk pricing models. Companies that demonstrate transparent, verifiable progress in operational energy efficiency and climate risk mitigation benefit from expanded access to green bond markets and lower debt pricing.

Action Steps for Accounting Leadership
1. Implement Double Materiality Frameworks: Conduct comprehensive assessments to identify material financial and operational sustainability metrics.
2. Build Auditable Non-Financial Data Pipelines: Automate ESG data collection within core accounting software to ensure data integrity.
3. Align Sustainability with Annual Financial Filings: Prepare non-financial disclosures concurrently with financial statements to satisfy regulatory audit expectations.

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Accounting

Modernizing Internal Controls: Machine Learning and Continuous Monitoring in Auditing

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Internal audit departments and corporate risk managers are modernizing internal control frameworks by shifting from periodic sampling techniques to continuous monitoring and machine learning analytics. As operational data volumes increase across enterprise organizations, automated control testing ensures financial integrity, prevents corporate fraud, and streamlines annual audit engagements.

The Limitation of Periodic Audit Sampling
Historically, internal and external auditors evaluated internal controls by reviewing random samples of financial transactions—often analyzing less than five percent of total ledger entries. In complex enterprise environments, periodic sampling methods carry inherent risks of overlooking localized financial misstatements, unauthorized disbursements, or operational control breakdowns.

In 2026, progressive internal audit functions are utilizing automated continuous monitoring platforms that evaluate one hundred percent of financial transactions in real time. Continuous control auditing systems continuously monitor general ledger entries, procurement approvals, and expense reimbursements across all operating subsidiaries.

AI-Powered Fraud Detection and Anomaly Identification
Machine learning models trained on historical corporate financial data excel at identifying subtle transactional anomalies that indicate potential fraud or operational error. Automated systems instantly flag duplicate invoice payments, unapproved vendor creation, unusual journal entry timing, and unauthorized override of authority thresholds.

When an anomaly is detected, the automated auditing platform generates an instant risk alert, allowing internal audit teams to investigate root causes immediately. Early detection prevents minor operational errors from escalating into material weaknesses in financial reporting.

Streamlining External Audit Preparation
Continuous internal control monitoring delivers significant benefits during annual external financial audits. External audit firms can review continuous audit logs and automated control testing documentation, reducing the time required for manual field testing.

This integrated approach lowers overall audit compliance fees, reduces administrative burdens on corporate accounting staff, and provides senior management and audit committees with real-time visibility into the organization’s overall risk profile.

Core Implementation Guidelines
1. Transition to 100% Data Testing: Replace legacy sampling methods with automated continuous audit monitoring systems.
2. Deploy Anomaly Detection Algorithms: Implement machine learning models to identify unauthorized transactions and operational control overrides.
3. Align Internal and External Audit Workflows: Coordinate continuous control testing protocols with external auditors to optimize annual compliance cycles.

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Accounting

Automated Tax Compliance and Global Regulatory Harmonization in 2026

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Corporate tax accounting departments are navigating an era of unprecedented regulatory complexity as global tax harmonization frameworks take full effect alongside real-time digital tax reporting mandates. Tax directors and accounting teams are adopting cloud-based tax compliance automation tools to manage multi-jurisdictional tax liabilities and satisfy stringent reporting rules across international jurisdictions.

Implementation of Global Minimum Tax Provisions
The implementation of international tax reform agreements—notably the Pillar Two global minimum tax framework—has reshaped multinational corporate tax planning. Multinational enterprises with consolidated revenues exceeding established thresholds must ensure an effective tax rate of at least 15% across every jurisdiction in which they operate.

Accounting teams are implementing specialized tax calculation modules integrated directly into enterprise resource planning (ERP) platforms. These automated tools calculate effective tax rates per country, identify top-up tax liabilities, and generate standardized compliance documentation required by national tax authorities.

Real-Time Digital Invoicing and E-Reporting Mandates
Tax authorities across Europe, Latin America, and Asia-Pacific have enacted mandatory electronic invoicing (e-invoicing) and continuous transaction controls (CTC). Under these systems, corporate transaction data must be submitted electronically to government portals in real time at the point of sale or invoice issuance.

This shift toward continuous digital tax reporting eliminates traditional annual tax audits in favor of ongoing automated compliance monitoring. Accounting departments are upgrading invoicing software to ensure seamless XML data formatting, digital signature authentication, and real-time validation against tax authority databases.

Automation and Data Analytics in Corporate Tax Strategy
To keep pace with dynamic tax legislation, tax departments are transitioning from reactive compliance teams to proactive strategic advisors. Machine learning algorithms analyze corporate transactional data to identify tax credits, research and development (R&D) incentives, and cross-border transfer pricing adjustments.

By automating routine tax return filings and calculations, corporate tax directors can focus on long-term capital structuring, evaluating the tax implications of corporate mergers, and optimizing international supply chain networks.

Strategic Priorities for Tax Executives
1. ERP System Upgrades: Ensure enterprise software is capable of generating real-time, granular tax data required for global minimum tax compliance.
2. E-Invoicing Integration: Implement scalable e-invoicing platforms to satisfy regional continuous transaction control regulations.
3. Strategic Tax Analytics: Utilize predictive tax modeling tools to evaluate structural changes in corporate operations and cross-border trade.

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