Americanas: billionaire trio will not sell shares for 3 years – 06/12/2023 – Market

The trio of billionaires Jorge Paulo Lemann, Marcel Telles and Beto Sicupira, reference shareholders of the Americanas retailer, in bankruptcy since January with declared debts of BRL 43 billion, have taken another step towards reaching an agreement with the creditor banks.

Major shareholders may not sell shares in the company for a period of three years. The information was published by the Bloomberg agency and confirmed by Sheet with sources close to the negotiations.

In the capital market, this grace period, in which partners, managers or investors cannot trade company shares, is known as “lock-up”. The tool, which is usually used in IPOs (initial public offering of shares), is a way to protect minority shareholders and ensure that actors with access to privileged information do not obtain advantages over others.

The lock-up would have already been accepted by the trio, but the hammer has not yet been hammered on the period, according to sources close to the creditors.

In the specific case of Americanas, in which the big banks have around R$24 billion to receive, part of the debts will be converted into shares in the retailer. In this way, the lock-up guarantees that the trio of billionaires will not leave a company in difficulty in the hands of the new partners.

Today, Americanas shares are worth just over R$1. On January 11, before the accounting leak scandal came to light, the share was worth R$12.

The trio of billionaires pledged to contribute BRL 12 billion, as part of negotiations with creditors, who would now also be demanding this lock-up period so as not to run the risk of witnessing an emptying of the business by the former controllers.

Americanas needs to reach an agreement with the banks so that its judicial recovery plan, presented at the end of March, is approved by the Court.

According to lawyer Filipe Denki, from Lara Martins Advogados, law 11,101/05, which deals with judicial recovery, provides for the conversion of debt into company shares for creditors.

“But it is not common for the shareholders themselves to make new contributions to acquire shares and be prevented from selling them for a certain period”, says Denki, specialist in judicial recovery. “It will be a form of inspection by the creditors. The period of three years is longer than the inspection period of the judicial reorganization itself, of up to two years after the approval of the plan”, she says.

Also at the end of March, the retailer sealed a kind of “armistice” with its most critical creditor, the bank BTG Pactual, which went so far as to refer to the trio of billionaires as “fraudsters” who act “crazy.” This is thanks to the promise of a billionaire investment in the company.

In the following weeks, it was the turn of the other banks to suspend lawsuits, while negotiating directly with the trio, represented by the partner of the billionaires in the private equity company 3G, Roberto Thompson.

For decades, Thompson participated in internal committees and the retailer’s board of directors, from which he left in 2020.

According to a source who worked closely with the executive at that time, Thompson was responsible for all Americanas operations involving banks – contracting, setting rates, etc. He started with the design of the drawee risk operations closed with the current creditor banks.

Also called “advance to suppliers”, or “forfait”, a common practice in retail, the operations with drawn risk are at the heart of the Americanas accounting scandal.

For financial institutions, there is no doubt that there was accounting fraud to inflate the retailer’s balance sheets and, consequently, the value of the company’s shares -which directly benefited shareholders and directors whose variable remuneration was linked to shares, a very common practice in companies managed by the trio of billionaires, such as Ambev and RBI (owner of Burger King).

wanted by Sheetthe press office of the holding LTS Investments, which represents the trio of billionaires, did not comment until the publication of the report.

Americanas responded, in a note, that “it remains committed to its creditors to build a consensus on the Judicial Recovery Plan, still subject to revisions and adjustments. The company seeks a plan that reflects shared views and meets its stakeholders. “