Retail giant is analyzing financing alternatives and approaching funds and investors

01/27/2023

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It becomes imperative to establish a credit structure for Americanas to maintain operations — Foto: Gustavo Minas/Bloomberg

Americanas needs to keep operations running in the coming weeks while it begins to put together its court-supervised reorganization plan, and some emergency solutions are in sight, sources say. As inventories, especially of food and beverages, dwindle and lines of credit from banks and suppliers are severely reduced or closed for more than 10 days, it becomes imperative to establish a credit structure for the operation.

Retail is one of the businesses most dependent on this flow because it finances its customers. Brazilian retailers typically offer buy-now-pay-later options, but pay suppliers in shorter periods, making the need for working capital intense. If this system comes to a halt, there are few options to try to breathe new life into it, given the high dependence on bank and industry lines.

Sources say that the company’s primary – Jorge Paulo Lemann, Marcel Telles, and Beto Sicupira – have been exploring groups of investors and banks not affected by the current crisis to create a credit fund with the company’s receivables. “It is not yet clear whether there is support from investors for this idea,” says a person familiar with the matter. In this operation, the bank would take the receivables from credit cards, pass on the funds to Americanas, and receive the payment flow, with a discount for the payment in advance.

This is a typical transaction in the market, made directly by retailers with lenders. However, in this case, the factoring of receivables has been the target of cancellation in the last two weeks. In September, Americanas had R$5.2 billion in card receivables.

“The point is that due to the risk of the chain there is no guarantee that this will not end up in the court-supervised reorganization, even if the receivables are owned by the company that is being restructured. The pressure from the banks on any loans it may have is likely to weigh,” says a second source.

Another avenue that has been well received by the market in recent supervised reorganizations, involves debtor-in-possession (DIP) financing, Valor has learned, a financing operation that only happens in court-supervised reorganizations, and can be done with investment funds.

Included in the 2020 bankruptcy law reform, the financing model allows for the receipt of value outside the meeting of creditors, which may encourage financiers.

But to move forward, it would require the approval of creditors and the judge in the case – and the company is still in the process of defining its court-supervised reorganization plan within 60 days. Americanas had its reorganization petition accepted last Friday. The DIP investor may still have advantages in the negotiation of assets — the retailer is studying the sale of businesses to pay creditors, such as Hortifruti Natural da Terra.

There are also rumors in the market about the possibility of the chain negotiating short-term, high-rate bridge financing with investment banks or risk investors, whose guarantee would be the units or assets of Lojas Americanas, says a third source. “The problem is that since the terms are very short, the interest is quite high in the month, and you would have to have another quick solution at the end of the loan term,” says a real estate fund manager. Americanas declined to comment.

Today, about R$1.65 billion in debts of the chain with banks BTG, BV, Safra, and Bradesco are blocked due to the court-supervised reorganization. In September 2022, in cash and equivalents, Americanas had about R$4.3 billion. This amount reached R$7.8 billion on January 12, soon after the company reported the investigation on “accounting inconsistencies” of R$20 billion in its financial statements. Just six days later, this amount had already fallen to R$800 million — equivalent to almost half of the labor obligations in September 2022 – as banks froze their open lines.

In a separate development, a São Paulo State Court has accepted Bradesco’s request for the early production of evidence against Americanas. A search and seizure warrant was granted in order to copy the e-mails of directors, board members, and other employees and former employees of the company in the last 10 years. It is a victory in the strategy of the big banks, which are the main creditors of the retailer, to hold the primary shareholders liable for the “accounting inconsistencies” of R$20 billion.

In her decision, Judge Andréa Galhardo Palma says that even though Americanas has allegedly adopted measures to investigate the facts, such as the creation of an “independent committee,” the risks of destruction or damage of documentary evidence — such as e-mails, letters, and internal reports, are not unlikely — are not unlikely “given the high possibility of individual responsibility in various spheres (criminal, administrative, civil) of the agents involved in the alleged fraud.”

In its petition, Bradesco, which is the largest creditor of the retailer, with an exposure of R$4.8 billion, stated that “it is necessary to find the architects of the fraud, as well as those who, violating their fiduciary duties within Americanas, were complacent with the scheme.” The petition was filed by Warde Advogados. Americanas said in a statement that it will wait to be formally notified of the decision to adopt the appropriate measures.

The bank also said that the committee created by Americanas to investigate the case “has nothing independent.” In response, the committee said that the accusations are frivolous and unfounded.

As Valor has shown, Bradesco, Itaú Unibanco, and Santander are seeking the early production of evidence so that, if fraud is proven, they can adopt other legal strategies. One of them is to request the disregard of the legal entity of Americanas, which could pave the way to access the personal assets of the trio of shareholders. Santander requested that in addition to the e-mails of executives and board members, all correspondence — including letters and/or messages sent through WhatsApp, Telegram, or any social media — regarding the reverse factoring operations and any other related to the “accounting inconsistencies” reported by the retailer be immediately presented.

(Talita Moreira, Álvaro Campos, Rodrigo Carro contributed to this story.)

*By Adriana Mattos — São Paulo

Source: Valor International

https://valorinternational.globo.com/