TJ-RJ (Court of Justice of Rio de Janeiro) once again denied a request by BTG Pactual to set aside a precautionary measure preventing Americanas financial foreclosure for 30 days. The decision is from Monday (16. January 2023). Here is the full text (158 KB).
The financial institution requested to withhold R$1.2 billion in retailers’ investments as a guarantee for early repayment of the debt. BTG has R$1.9 billion to receive from Americana.
The bank stated in the document that the company “He is the fraudster who asks the bars of justice to protect “from” his fraudThe judge had already dismissed the action, but BTG has filed an appeal.
Judge Leila Santos Lopez, of the 15th Civil Chamber of the Court of Justice and Criminal Justice, noted in the decision that, on the one hand, although Americana “Exorbitant and growing debts in recent years“, for another,”Until the announcement of its alleged financial crisis on 11/01/2023, the creditor bank did not take any action to implement the compensation clauses.He stressed that this measure was taken only when announcing the possibility of judicial recovery of the company.
He also stated that BTG has “The notorious net worth was over R$42 billion“, With “The market capitalization is close to R$85.18 billion” for this reason, “No more harm“.
The financial institution accused Americana of “Bad faithAs stated in the petition,Less than three hours before the disclosure of the material fact on 01.11.2023 and, in particular, anticipating the possibility of balancing investments, the company surreptitiously sought to withdraw the bank“From investments in the amount of 798.5 million Brazilian reais.
Understand the issue
TJ-RJ granted Americanas on Friday (January 13) a precautionary measure, at the company’s request, after the company reported R$40 billion in debt. The decision establishes a 30-day period for filing a request for judicial recovery. Financial obligations and debt payments were also suspended for the same period. This document is complete (51 KB).
Americana issued a statement to the market on Wednesday (January 11th) reporting discrepancies in accounting entries of approximately R$20 billion. CEO Sergio Real has stepped down as CEO of the company, as has Andre Coffer, director of investor relations. Here is the full document (409 KB).
According to Americanas’ most recent financial statement, for the third quarter of 2022, the company had 3,601 stores in more than 900 cities. It had 40,000 employees and 53 million active customers. The decision of the Fourth Business Court in Rio de Janeiro states that the company is responsible for creating 100,000 direct and indirect jobs and collecting annual taxes of R$2 billion. Here is the full text (50 KB).
Among the decisions included in the decision of Judge Paolo Acid, there are also:
- “Suspension of the obligation to enforce all obligations related to financial instruments. From the company signed with the institutions previously listed by Americana;
- “Cessation of any seizure, seizure, attachment, search, seizure and restriction of assetsthe effects of default;
- suspending clauses that force early maturity of store debts; And
- Maintain store contracts, including credit.
Sergio Real was announced to lead the company in August 2022, but he assumed the presidency on January 2 of this year. On January 11, he resigned after identifying accounting discrepancies worth R$20 billion. He replaced Miguel Gutierrez, who led the retail company for 20 years.
CVM (Comissão de Valores Mobiliários) specifies the presence of an independent auditor for balance sheets. Since October 2019, PwC Brasil has assumed this role, replacing KPMG. The company approved Americana’s balance sheet without reservations for 2021. The power is 360 I called PwC, who said they don’t talk about client cases. The space is still open.
Investigation
The MPF-SP (Federal Prosecutor’s Office of São Paulo) opened on Friday (January 13) a procedure to investigate the indications of “Insider tradingIt is the use of privileged information to obtain profits and advantages in the financial market.
Information about the opening of the investigation was initially published in the newspaper economic value and confirmed it The power is 360. The Public Prosecutor’s Office will investigate the events and, if there are signs of wrongdoing, will open a police investigation.
“Now, the São Paulo lawyer will carry out a preliminary analysis of the information reported and determine the next steps, which may mean the initiation of an investigation, the filing of a lawsuit or other appropriate measures. There is no deadline for this reviewMPF-SP said.
Americana’s directors had sold more than R$210 million of the company’s shares in the second half of 2022, shortly after it was announced that Sergio Real would lead the company in January 2023.
The MPF-SP wants to know whether the majority shareholders of Americanas had any knowledge of the company’s financial condition at the time of the sale.
On Thursday (January 12), the committee announced that it had opened 3 administrative procedures to investigate Americana. Here is the full statement (114 KB). He said he would take appropriate measures to “Sufficient and accurate explanation of all actions, facts and events related to the case“.
The lawsuits address the company’s financial condition and the circumstances surrounding the announcement of a deficit of R$20 billion. are they:
- CVM Administrative Procedure Number 19957.000413/2023-18;
- CVM Administrative Procedure Number 19957.000415/2023-15;
- CVM Administrative Procedure Number 19957.000425/2023-42.
According to the commission, in the event of illegality or wrongdoing, each of those involved can be held duly liable for “The strictness of the law and to the extent applicable.. CVM may also operate PF (Federal Police) and MPF (Federal Public Prosecution Service).
CVM’s goal is to ensure the effective functioning of the capital market, maintain a favorable and safe environment and adhere to the constitutional principles of all market agents, ensuring the protection of investors.
accounting errors
In a video, Sergio Real said he took office on January 2 and announced that he was unable to answer all the questions about the discrepancies. However, he said he would help the company, even if he was away. He also stated that it is not just a theme for 2022, but for “Several years passed“.
“I am unable at this moment to tell you when it started [essas inconsistências]“, He said.
The former Americana president said there were problems with the risk fee, also known as advances to suppliers or confirmation. “It is nothing more than the presence of the bank in the financing structure of the company’s resource account. […] I realize that a large part of the Americana resource account was, in essence, bank debts and, therefore, should be re-indexed as such. Obviously, the external auditor would approve of it.”He said.
Sergio Real has resigned as president of Americana after revelations of accounting discrepancies in the balance sheet
He stated that R$20 billion are several accounting estimates from recent years that “They are on the swing“.
“We’re not talking about an off-balance sheet number. […] It’s not registered, it’s been assigned over the past few years.”announced.
Real said the company has a total debt of R$30 billion to R$35 billion, a cash position of between R$8 billion and R$9 billion, and shareholder equity of around R$16 billion. “The company continues to sell, and it’s totally viable. She has a mismatched level of debt so she can move on. Capital letters should be spoken […] The scale of what needs to be done is not necessarily what I wanted initiallyHe said about resigning.
The CEO announced that one of the main risks is the disruption of the financing line for suppliers, which is carried out by banks.
Independent Commission
On Thursday (January 12), Americana announced the formation of an independent commission to determine the causes of the R$20 billion hole in the company’s balance sheet. The group will be headed by lawyer Ottavio Yazbek. Vanessa Claro-Lopez and Pedro Melo will also join.
AMEC (Association of Capital Market Investors) stated, in a note, that it monitors with concern the content and developments of the detected accounting discrepancies. He stated that according to Americana’s material reality, not all of the impacts on the company’s financial statements and balance sheet could be quantified.
“AMEC highlights its confusion regarding the performance of the company’s governance bodies and its gatekeepers, particularly audits, in light of the estimated magnitude of accounting inconsistency“, He said.
The association criticized Sergio Real’s explanations on a private conference call, with limited access. “In the interest of due transparency, AMEC recognizes that more detail needs to be shown in a timely and objective manner by the Company’s governance bodies, in particular its Board of Directors.He said. The note is signed by the association’s CEO, Fabio Coelho.