Americanas want supplier not to process it – 03/22/2023 – Market

Americanas does not want to run out of supplies and needs cash. Anyone who walks through its stores two months after the beginning of the judicial reorganization notices two movements in the retailer: lack of variety on the shelves; and attendants committed to offering the daily specials to the consumer.

In the online environment, the company has been losing representation to its biggest rivals, especially Market Livre, Amazon and Magalu, along with suppliers in the electronics area. This loss of presence had already been identified in a survey by NielsenIQ|Ebit.

Despite the competitive environment, restricted sales due to inflation and consumer debt, Americanas did not spare its suppliers in its judicial recovery plan. Especially those he calls “collaborating supplier creditors”, who continue to supply the retailer after the accounting scandal. This is the case of large companies such as Nestlé, Mondelez, Samsung, Positivo and L’Oréal.

“The supplier accepts the conditions or takes a discount”, summarizes the lawyer specializing in judicial recovery Filipe Denki, from Lara Martins Advogados.

In the plan presented by the retailer on Monday night (20th), the company calls on “collaborating suppliers” to return to operations within 30 days, starting on March 31st, “in the same volumes, assortment, delivery and conditions agreed between the company and the respective collaborating supplier creditor.”

The company also requires that the supplier resume “immediately other ancillary negotiations, such as funds, online advertisements, bonuses, in order to allow the reestablishment of the combined margins”.

Another condition is “the immediate extension of the payment period for the group”, as practiced between the parties during the year 2022. This condition would be valid from the full settlement of the unsecured credit of the respective supplier, which must be paid in a single time, without discount and without correction, within 15 days after the conclusion of the capital increase, in the order of R$ 10 billion, or until one year after the ratification of the judicial recovery plan – whichever occurs first.

But the “collaborating supplier creditor” needs to meet certain requirements to receive its payment, otherwise the discounts on the receivable balance will be progressive. If he fails to comply with the above conditions or delays the delivery of goods for 30 consecutive days, the total receivable will be deducted by 5%. If problems occur for 60 days, the discount doubles to 10%. After 90 days, the remaining balance will be debited at 20%. If the non-compliance reaches 120 days, the discount goes to 40%.

Until, with 150 consecutive days of supply problems, the industry or importer will only have half of the credit to be received. “And the respective collaborating supplier creditor will no longer be considered a collaborating supplier creditor and will receive payment of the remaining balance of its unsecured credit under the terms of Clause 6.2.6. [em 48 parcelas]”, says the plan.

The “most astonishing” thing about the plan, in the opinion of Denki and other lawyers interviewed by the Sheet, concerns the “commitment not to litigate” provided for in one of the clauses. It means that, in order to be a collaborating supplier, the company undertakes not to sue Americanas in the future.

“The collaborating supplier creditors who are interested in receiving payment of their unsecured credits under the terms defined in this Clause 6.2.7 must be in compliance with their commitment not to litigate”, says the plan.

The clause determines that unsecured creditors and collaborating suppliers, that is, banks and industries, “will be obliged not to be a party to any claim against the companies under reorganization, their affiliates, their shareholders or managers; request the suspension or waiver of any and all claims against the companies under reorganization, their affiliates, their shareholders or managers; and/or refrain from taking any measure of execution or filing any claim against the companies under reorganization, their
affiliates, its shareholders or directors.”

“This is a controversial clause, because it leaves suppliers with their hands tied”, says Denki. “If they accept during the judicial recovery and, after leaving this period, Americanas does not comply with the agreement, they cannot sue it”, he says. Preventing someone from going to court is unconstitutional, he recalls.

One of the sections of the plan even says that Americanas will have the “option, but not the obligation” after the date of approval of the plan, to settle all or part of the remaining balance of credits from collaborating suppliers “through the use of any credits, benefits, bonuses or equivalent, granted by the respective collaborating supplier creditor.”

For a supplier in the electronics area, who prefers to remain anonymous, it is not clear what conditions the retailer wants to maintain from 2022. According to him, last year, Americanas asked for a 60-day payment period, but always extrapolated to 90 or even 120 days.

This was, by the way, one of the reasons for the origin of the crisis – the operations with drawn risk, in which the bank advanced the payment to the supplier, and received it later from Americanas. As far as we know, the interest paid to the bank was not being computed correctly on the balance sheets, making the results look better than they actually were.

According to this supplier, nobody wants Americanas to go bankrupt – but its importance in online retail is already being fulfilled by rivals. The capillarity of physical stores, however, is more difficult to replace. This supplier intends to further analyze the terms with its legal area to decide whether or not to adhere to the plan. The debts were already covered by credit insurance.

For a person linked to one of the financial creditors, who also spoke on condition of anonymity, the plan is bad, but there was “no hope” that this first version would be good. The first version of the plan will be subject to objections from creditors and will be discussed at a meeting, before being taken to the court for approval. The path involves several adjustments.

Until then, Americanas will have time to settle with the biggest creditors, the banks, which alone hold a debt close to R$ 20 billion. At the moment, financial creditors are demanding that the main shareholders – the trio of billionaires formed by Jorge Paulo Lemann, Marcel Telles and Carlos Alberto Sicupira– contribute more than R$ 10 billion, reaching R$ 12 billion.

According to this person linked to the banks, a value greater than R$ 10 billion was not expected in this first version of the plan. But the next 30 days, the deadline creditors have to offer objections to the plan, is decisive. According to the interlocutor, Americanas knows that it cannot reach the General Meeting of Creditors, which should take place in early July, without having reached an agreement with the banks.

The company needs the approval of 50% of the creditors plus one in order for its plan to be approved by the Court. For this person, it is necessary to expedite the negotiation with the banks so that the legal deadline is not compromised. At the same time, the retailer needs to race against time in order not to lose competitiveness against rivals, especially in physical stores, where its greatest differential is.