Americanas: fraud affected 371 economic activities – 01/13/2024 – Market

The Americanas crisis affected everything from banking giants to micro-enterprises. At least 371 economic activities listed in 19 of the 21 sections of the Cnae (National Classification of Economic Activities) were impacted by the retail chain’s request for judicial recovery.

A year ago, the company went to court after an accounting fraud came to light that resulted in R$42.5 billion in debt.

Among those who have money to receive from the company, there are 36 banks and financial institutions, which together account for 83.4% of total credit. However, 3,607 micro and small companies are on the list of creditors, in addition to more than 5,000 medium and large companies.

A Sheet extracted this data from the list of creditors in the judicial recovery plan, released in June. Then, it was cross-referenced with the CNPJ (National Register of Legal Entities) of the Federal Revenue Service, which mentions the economic activity carried out by the company.

“Book publishing”, for example, is an economic activity listed in the “information and communication” section. “Wine manufacturing” is in the larger category “processing industry”, and “law services”, in “professional, scientific and technical activities”.

The list of creditors ranges from candy suppliers (food industry), compounding pharmacies and transport companies of all sizes and even two dentists.

The criteria for validating the meeting that approved Americanas’ judicial recovery plan, however, disregarded this diversity. It required that participating creditors must represent 50.01% of the debt. 2,041 people participated in the December meeting, of which 1,860 approved the plan.

The main negotiation front opened by Americanas was with financial institutions. At the end of November, the company announced that it had reached an agreement with Bradesco, BTG Pactual, Itaú and Santander, which hold 35% of the debt.

Creditors who had the option to buy part of the shares at a predefined price (stock option) still received a signal from Americanas: R$12 billion in shares.

The more than 3,600 small and micro companies, in turn, are part of their own group of creditors and receive favorable treatment, following the reform of the 2014 Judicial Recovery Law.

According to the plan proposed by Americanas, there will be no discount for this set, and payment will be made within 30 days after approval.

Medium and large companies from other sectors, however, were squeezed into this game of preferences and were the least considered in the final plan, according to professor at the USP Law School Carlos Pagano, a specialist in commercial law.

“These businesses also have a large volume of employees and are more vulnerable to the blow of a default by Americanas than a large bank, which has more diversified assets”, says Pagano.

“The creditors themselves can be led into a situation of judicial recovery and mass layoffs of employees due to this situation”, he states.

Wanted by SheetAmericanas says that the proposal, approved in the first call of the creditors’ meeting, with 91.14% support among voters and 97.19% in debt volume, demonstrates that the judicial recovery plan is feasible and well accepted among the parts.

“The efforts of reference shareholders, with the capital injection of R$12 billion, and extensive discussions with creditors allowed the creation of the clause for ‘Collaborating Supplier Creditor’, with the allocation of R$4 billion to serve them and prioritization of payments to the supplier that complies with the terms”, says the company.

Collaborating suppliers, however, had to accept the conditions proposed by Americanas and continue supplying the company, after the accounting scandal. The clause presented in March indicated that interested parties should return to work with the retailer by April to avoid incurring a discount.

Technology companies listed among creditors also received special conditions under the plan.

Americanas also mentions that unsecured creditors —creditors without real guarantee—, creditors of amounts up to R$12 thousand or higher, but who agree to receive R$12 thousand for the payment of their credits, will be paid in a single installment within a period of up to 30 days after approval of the plan.

The retailer owes more than R$12,000 to 2,676 creditors considered unsecured.

Furthermore, some of the 371 economic activities affected by Americanas’ judicial recovery were left without special treatment.

Essential for a business that serves the entire country, transport companies, for example, are still without guarantees. Of these companies, 17 have debts receivable from the retailer above R$100,000 and are considered unsecured.

The largest debt exceeds R$2.5 million and refers to Bertolini Transportes. One of the largest transport companies in the country, the company states, in a note sent to the report, that it was able to absorb the loss amidst its assets totaling R$40 billion, but called the debt significant.

Bertolini Transportes abstained from participating in the creditors’ meeting as it considered that it “would not contribute anything” to the approval of the proposal, “when compared to the participation of financial institutions”.

“It is very sad that transport companies, in general, who are responsible for the transport and logistics of all the cargo that maintains Americanas’ commercial activity, have been harmed by the poor management of the administrators of this company”, says the founder of Bertolini, Irani Bertolini, who also presides over Fetramaz (Federation of Logistics, Transport and Freight Forwarding Companies in the Amazon).

Pressure on suppliers and transporters for lower prices and to delay payments were central to Americanas’ business model.

The retailer resorted to an operation called sacado risk, in which it obtained bank credit to advance payments to suppliers and lower the final price.

Still in January, when the accounting inconsistencies were announced, the former owners of Forte Minas Logística e Transporte told BBC News Brasil that they went bankrupt in 2021, after Americanas failed to pay for R$7 million in services provided. The retailer, which accounted for 85% of the carrier’s revenue, denies the debt.

The Americanas scandal erupted when the retail giant was unable to settle accounts with banks. Thus, the situation was evident incompatible with the balance sheets presented by the company. This is because Americanas did not record the risk transactions withdrawn as debt.

The retailer’s current management claims that this accounting maneuver covered up a R$20 billion fraud by former managers to disguise results and increase their own earnings — the defendants deny this.

Pagano, from USP, remembers that the retailer’s debt is worth around 0.5% of Brazil’s GDP. “With the Americanas fraud, it is as if this amount was subtracted from the country’s economy.”

“This has very real effects on the economy: other companies close; people are laid off; banks charge more interest on loans after a blow of this magnitude,” he says.

For the professor, smaller companies are incapable of defending themselves against crises in the financial system — their managers do not have time to consider these disasters. “It is essential to have a very strong and proactive regulator that identifies and prevents fraud and applies very severe punishments.”

In the case of Americanas, authorities have not yet come up with a list of culprits for the loss of almost R$42.5 billion. The CPI (parliamentary commission of inquiry) set up to investigate the case said only that the evidence indicated the participation of former executives and former directors.

The CPI left behind four proposed laws against corporate corruption.

One of them creates the crime of patrimonial infidelity, defined as the abuse of the powers of administration of someone else’s assets, with the aim of obtaining an advantage through breach of the duty of safeguarding, causing damage to the managed assets.

Based on the available evidence, this description fits what happened in Americanas, but, for now, there is no crime or culprit.