CVM sees flaws in Americanas disclosure – 03/28/2023 – Market

The technical area of ​​the CVM (Securities and Exchange Commission) concluded that there were failures in the disclosure of the proposed contribution of R$ 10 billion from Americanas’ reference shareholders, still under discussion with the company’s creditors.

In an opinion issued on the 20th, technicians from the municipality say that the retailer initially denied information that would be confirmed days later and ask for further investigations into the case, which had an impact on stock trading on the Stock Exchange.

wanted by Sheetthe company stated in a note that there was no contribution proposal on the day the information was published and says it is available to the CVM.

A report in the Valor Econômico newspaper on March 2 was the first to mention the proposal, which was denied by the company the following day, after consulting B3. “So far, there is no proposal for a contribution in the amount of R$ 10 billion”, said the company.

On the 7th, however, after new reports on the subject, the company confirmed the value, noting, however, that “there has been, so far, no agreement regarding the proposal presented”.

In a technical opinion in a process that investigates the case, the CVM’s technical area concluded that the company failed to disclose a material fact immediately after the leak of information that should be kept confidential by its management.

“Although Americanas initially denied” the value of the contribution, says the opinion, “it was demonstrated that the information published in the press in the previous week was true and its administrators were unable to maintain control of the information”.

On the day of the leak, Americanas shares rose 12.7% on the São Paulo stock exchange, with a high trading volume. Then they retreated until they rose again in the three days that followed the confirmation of the proposal.

The opinion highlights that this type of information has the potential to influence investor decisions and, as a consequence, the valuation of shares.

“The values ​​to be capitalized in the Company by the reference shareholders are extremely important for achieving a satisfactory result in the negotiation with creditors and in the judicial recovery, in addition to constituting decisive aspects for the evaluation of the company’s value.”

“There is no doubt that the terms of the proposals that have been presented to the creditors constitute a material fact, so much so that Americanas itself, when it decides to disclose such terms, does so by means of a material fact”, says the opinion.

“Americanas informs that it remains diligent in relation to all questions from the CVM”, said the company, in a note sent to the Sheetin which it “reiterates that, until March 3, 2023, there was no ‘proposal for a contribution in the amount of R$ 10 billion, either by the Company or its reference shareholders'”.

The retailer also says that, as determined by the regulator, “it published a Relevant Fact on March 7, 2023 to communicate that ‘meetings with financial creditors were held on March 6 and 7’, when it ‘presented a new proposal, with a structure similar to the previous year, but having support from the reference shareholders for a capital increase in cash, in the amount of R$ 10 billion reais'”.

It is not the first CVM process that investigates the disclosure of information about the company’s crisis, which filed for judicial recovery after the announcement of the discovery of accounting inconsistencies in its balance sheet.

In one of the first lawsuits opened about the retailer’s crisis, the autarchy investigates the reference shareholders and the company’s board of directors for omitting relevant information in the first communication about the accounting scandal.

In documents to which the Sheet had access after the process was declared confidential, the autarchy questions why the statement did not bring details that surfaced two days later and investigates differences between statements given by the company the day after the request for judicial protection.

Currently, the CVM conducts 12 administrative proceedings to investigate facts related to the retailer’s situation, which investigate everything from non-compliance with disclosure rules to the possibility of using privileged information.

Two of them have already become inquiries, which represents a breakthrough in investigations. Company executives have been heard to clarify the facts. On the last day 16, the former president of the retailer Miguel Gutierrez spent about four hours at the headquarters of the autarchy giving testimony.

The CVM does not confirm for which of the processes the testimony was given. The content of the executive’s speeches was also not disclosed.