Who won and who lost with the Americanas crisis – 01/12/2024 – Market

Three hundred and sixty-five days after an accounting scandal worth around R$25 billion came to light, involving one of the largest retailers in the country, the majority of Americanas’ stakeholders (“stakeholders”) are suffering from the effects of the crisis.

Those most affected so far are employees —25% of the team cut, to 32,486 employees—, creditor suppliers —discount of 50% to 80% of the debt, for payment between 4 and 20 years— and minority shareholders —the share has devalued 93% since January 11, 2023, when “accounting inconsistencies” were revealed, until this Thursday’s trading session (11), the date on which it closed at R$0.79.

“I had R$10,000 in Americanas shares on January 11 last year. I bought another R$50,000 in shares on the day, excited about Sergio Rial’s arrival at the helm of Americanas”, says business administrator André Krizak , referring to the former president of the retailer, former CEO of the board of directors of Santander Brasil, until then one of the highest paid executives in the country, with an annual salary of R$59 million, according to Forbes.

“I got rid of the shares I held in Inter bank and bought Americanas shares. Today, my R$60,000 became R$4,000. If I had the Inter shares, I would have R$400,000 in the account”, says Krizak , who is leading a group of minority shareholders, representing 5% of Americanas’ capital, who will take action in an arbitration chamber in São Paulo against the company.

“I bought the share for R$ 12 and today it has a bargain price. We are not going to accept this judicial recovery plan”, said Krizak, highlighting that around 140 thousand minority shareholders of the retailer were harmed and will be even more harmed with the new issuance of shares of up to R$24 billion, foreseen in the plan.

Market Livre consolidated leadership and Amazon grew

On the other hand, the leading online retail marketplaces in Brazil — the Argentinean Market Livre and the American Amazon — are identified as the biggest winners of the Americanas crisis.

“Market Livre and Amazon gained ground with the fall of Americanas, offering a wide range of products with well-oiled logistics, even with delivery on the same day of purchase”, says Renato Franco, partner at Íntegra Associados, specialized in business restructuring.

“Of course, online consumers are looking for a low price and free shipping. But, if the price is similar to the physical store and shipping is low, they will choose a large company, because they trust that they will receive their product quickly” , it says.

Suno Research analyst José Daronco agrees. “Online purchasing fundamentally depends on trust. And, faced with a crisis like Americanas, consumers migrated to Market Livre and Amazon”, he says.

Amazon does not reveal how much Brazil represents in sales. But a survey by the bank BTG Pactual showed that the number of monthly visits to the Brazilian version of the American marketplace rose 19% between January and November last year, a period in which the same indicator for Americanas fell 43%.

The BTG survey, based on data from the Similarweb platform, showed that in November last year, visits to the Amazon page accounted for 23.2% of total visits to the country’s main e-commerce sites (web traffic, without considering application), an increase of almost four percentage points over January.

Americanas’ share fell from 9.5% to 4.5% in the period. The absolute leadership during the year went to Market Livre, which in November accounted for 28.9% of visits.

Brazil is the main operation of the Argentine marketplace, accounting for 53% of the group’s revenues, which include the marketplace and fintech Market Pago. In the first nine months of 2023, net revenue from Market Livre products and services in Brazil totaled US$5.36 billion (R$26.2 billion), an increase of 30%.

In the same period, Americanas’ traditional competitors saw their net revenue stagnate (in the case of Magalu, with R$26.2 billion) or fall (Casas Bahia totaled R$21.4 billion, a decline of 3%).

Another survey, now from NielsenIQ|Ebit, showed that in the last quarter of 2022, just before the accounting scandal, Americanas occupied second place among the websites most remembered by Brazilians when making purchases. Since then, it has been surpassed by other competitors.

According to NielsenIQ|Ebi, in the last quarter of 2023, online consumers’ preference was Amazon, Market Livre, Magalu, Shopee and Americanas, in that order. In last place, Casas Bahia.

Banks pardoned billionaires and will become partners of the retailer

In addition to losers and winners, in the biggest corporate crisis in the country’s history there are some remedies. In the opinion of retail consultants interviewed by Sheetit is in this category that the main shareholders of Americanas are found — the trio of billionaires Jorge Paulo Lemann, Marcel Telles and Beto Sicupira — and the largest banks in the country, the retailer’s main creditors, with around R$20 billion to receive.

The two sides, banks and billionaires, have been involved in media fights in court since the discovery of the accounting fraud. But now they will be partners of the “new Americanas”. This is because the judicial recovery plan, approved on December 19, includes an increase in the company’s capital via the issuance of new shares. There will be R$12 billion for the controlling shareholders and up to R$12 billion for the banks, which will convert the majority of their debt into paper.

For the banks, the idea remained that the trio of billionaires cannot be blamed because no evidence was found against them — no matter how much the financial institutions (especially Bradesco and Safra) tried in court to reach Sicupira’s email inbox, the representative of the trio at Americanas, where he is a member of the board.

As a result, the blame for the accounting fraud fell on the company’s former management, he informed the Sheet a source from the financial market who followed the negotiations between the retailer and the banks.

The trio of billionaires, although they have seen part of their assets turn to dust with the collapse in the value of their shares, will have more power in the “new Americanas”: together they will add up to 46% or 49.3% of the retailer’s shares, depending on the result of the capital increase. So far, they have 30.1%.

‘Largest shareholders exchanged debt of R$50 billion for contribution of R$12 billion’

“They will be the largest shareholders of a new real company, not with fictitious balance sheets, like those presented in recent years”, says tax lawyer Diogenes Mizumukai Rodrigues, partner at BMFK Sociedade de Advogados.

“They ended up with a clean company, even though we don’t know how much it will be worth.” For him, banks and billionaires are far from being losers in the crisis.

A much worse condition, says Rodrigues, is that of minority shareholders and suppliers. “Minority participation tends to disappear in the new configuration.”

In André Krizak’s opinion, from the minority shareholders’ point of view, the trio of billionaires were in a certain way favored, since they have been leading a retailer for decades that left a debt of R$50 billion (including disputes between companies in the group ), but they will contribute R$12 billion, in addition to increasing their stake in the company. “It’s still an advantage,” he says.

Lawyer Marina Blattner, partner at the Wald firm, which represents the LTS holding company, owned by the trio of billionaires, stated that this reasoning does not make sense.

“Minority shareholders are benefiting extremely,” says Marina. “The plan will help the company to generate value again, to get back on its feet. Furthermore, they can participate in the capital increase.”

Americanas highlighted, in a note, that “the price of the capital increase foreseen in the PRJ [plano de recuperação judicial] observes all current rules and legislation and is in line with best market practices”.

For lawyer specialized in judicial recovery Filipe Denki, from Lara Martins Advogados, suppliers were extremely penalized with the conditions imposed in the judicial recovery plan.

In addition to the discount, the worst part was the fact that they committed not to sue the company, at the risk of having their payments interrupted. “This clause is illegal,” he says. “The right to defense is constitutional.”

Among the 1,860 creditors present at the creditors’ meeting, 1,604 voted in favor, 100 abstained and 156 voted against the plan. Among them, large companies such as BRF, Suzano, Sanofi, L’Oréal, Boticário, Grendene, Neoenergia, Tirolez and Wickbold. In total, creditors who said “no” to the plan had more than R$1 billion to receive.