Americanas: the compromise of the trio

Americanas: the compromise of the trio

Americanas’ creditors want Carlos Alberto Sicupira, Marcel Telles and Jorge Paulo Lemann to inject at least R$10 billion into the company as part of a corporate bailout – but Americanas’ decision to Trying to buy time in court caught the banks by surprise and heightened the climate of mistrust.

In a meeting Friday, the envoy of the shareholders of reference, Sergio Rial, met a who’s who of the financial system: Milton Maluhy, the CEO of Itaú; Marcelo Noronha and Eurico Fabri, vice presidents of wholesale and retail at Bradesco; a Safra executive; Carlito Dayan of Daycoval; Fausto Andrade, on his last day as president of Banco do Brasil; Roberto Sallouti and André Fernandes, CEO and Chief Risk Officer of BTG Pactual; and Mario Leão, CEO of Santander Brasil.

Rial signaled that anchor shareholders would be willing to invest BRL 6 billion in the company, but made no promises. The banks replied that it was not possible to start the conversation with a figure lower than R$10 billion.

By then, however, Americanas had already gone to court to protect itself from creditors – but preferred to omit that information when meeting with the banks. Most learned about it from the press.

The banks told Rial it was time to give the right name to what had happened – “fraud” –, demanded the presence of shareholders and noted that, although Lemann, Telles and Sicupira did not become recently as “reference shareholders”, they were the shareholders of the company. controllers for most of the time, the fraud took place.

The consensus in Faria Lima is that the trio is at least co-responsible for the disaster.

Investment bank executives who have already worked for Americanas and B2W in several transactions say that the group’s leaders have not taken any decision without consulting the controllers, in particular Sicupira, which is increasingly present in the business.

The creditors specify that Roberto Thompson – partner and adviser to the trio – and Paulo Alberto Lemann, one of Jorge Paulo’s sons, are not only part of the board of directors but also participate in the financial committee.

The history of accounting storms in companies linked to the trio is also analyzed in a new light.

Immediately after taking over América Latina Logística (ALL) – the forerunner of Rumo – in 2015, Cosan decided to republish ALL’s 2013 and 2014 balance sheets, reclassifying items such as payables to suppliers, cash, fixed assets , taxes and other debts. The way ALL reported results inflated the company’s EBITDA.

A few years later, in 2021, Kraft Heinz – in which the Brazilians are partners with Warren Buffett – paid $62 million to the SEC as part of a deal to end an investigation into its questionable accounting practices.

Two years earlier, the SEC had accused Kraft of “engaging in various types of accounting misconduct, including acknowledging discounts not received from suppliers and maintaining false and misleading contracts with suppliers, which improperly lowered the cost of the company’s goods sold, realizing purported ‘cost savings.’ Kraft, in turn, disclosed these purported savings to the market.

As with ALL, accounting irregularities allowed Kraft to report inflated Adjusted EBITDA. In June 2019, after the SEC investigation began, Kraft republished the numbers, removing $208 million in misaccounted cost savings from nearly 300 transactions.

“After ALL, after Heinz…again??? ‘You again?’ says the CEO of an Americanas creditor bank.

But perhaps the best climate thermometer between the banks and the trio is BTG Pactual’s petition to recover 1.2 billion reais that Americanas had deposited in the bank. Lawyers for the bank said Americanas “is the fraudster asking the bars of justice to protect ‘against’ his own fraud.” … He is the fraudster disguised as a boy from the old forensic anecdote who, after killing his father and mother, begs pardon from the jurors because he is an orphan.

The explosion of the Americanas – and its possible rescue – will write an important chapter in the history of Brazilian capitalism. As well as being business icons and synonymous with success over the past few decades, the trio still control highly relevant assets – and how they handle this episode will be key to both their biographies and the value of their entire business ecosystem. companies.

“The guys have 180 billion BRL and they don’t want to show up with 10-15 billion BRL to solve the problem?” asks another creditor, foaming. “Are they going to leave it in the hands of minorities, bondholders, bondholders and banks?”

With a mixture of bewilderment, fury and melancholy, the market tries to digest the events: first, the whirlwind discovery of the fraud by a former CEO of a creditor bank. “Did Rial already know? became the subject of Faria Lima. Then there was the massive debt shock, with Americanas reporting a debt of R$40 billion. Finally, the perception that shareholders are not in a hurry.

“They announced the problem without knowing how to quantify it, threw the company into limbo and don’t seem to be in a rush to find a solution,” an Itaim official said.

For a banker involved in the talks, the Americanas could still be saved. “The company has 9 billion reais in cash, plus 5 billion reais in credit card receivables – a liquid asset – and, with a little goodwill, could sell Hortifruti for 2 billion reais. A capital increase of BRL 10 billion and the conversion of approximately 20% of the debt by creditors would resolve the situation.

It could be. But even so, the “aggressive accounting” revelations show that Americanas never had the profitability it claimed to have. In this sense, even the injection of BRL 10 billion may not change anything for shareholders – forcing the trio to decide whether to put money in a bad deal.

As they are known for their ruthless investment decisions, letting them go bankrupt was perhaps the most logical solution. On the other hand, it would have the repercussions of a tsunami.

“These 30 days should help them understand the magnitude of the consequences and decide if they are going to burn money and how much. If it were up to the company, they would probably have already thrown in the towel,” says another banker, close to the group for 30 years. “The reality is that the game is no longer AMER3, but retaliation against the 3G system and criminal consequences for administrators and advisers. The company is gone. Happy is the class of Mercado Livre.

Geraldo Samor

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