After BTG Pactual and Votorantim foreclosed on Americanas’ debts, leading the company to file for bankruptcy, the big banks now want to force the trio of shareholders —billionaires Jorge Paulo Lemann, Beto Sicupira and Marcel Telles— to repay them with their personal property.
The assault is being led by Bradesco, Safra and Santander, who filed suit this week over the production of evidence. With this they want to certify that there has been fraud in the management of the retail giant, which would pave the way for the collection of the debts of the three, the other partners and also the directors.
This path is possible regardless of the legal person, an exceptional mechanism, provided for by law, which consists in disregarding the patrimonial autonomy of the company, in the event of abusive or fraudulent behaviour, so that the shareholders pay for the losses with their own assets.
In Bradesco’s appeal, the bank even requests that the Justice immediately authorize, with an injunction, the search and seizure of all the institutional e-mail boxes of the directors, members of the Board of Directors and the Board of Statutory Auditors, employees of the accounting and finance area, both current and those who have held such positions in the past decade.
It also requires backups [documentos arquivados] be kept by the Justice, “in order to preserve the evidence object of the investigative report requested here to verify the details of the scam”, reads the text of the request.
“Without wanting to give in to the temptation to anticipate the conclusions, which will arrive only with the granting of the relief postulated in the present appeal, the plaintiff [Bradesco] asks permission to point out that, although Americanas has “just discovered” a billion-dollar discrepancy in its accounting, in the same ten years that these accounting errors were made, its shareholders distributed almost R $ 1.8 billion in dividends, while its directors (the same ones who drew up the company’s financial statements and whose salaries were sometimes linked to the dealer’s results) received more than R$ 700 million in payments,” the bank said in the action.
The offensive was defined by the banks given the company’s recent strategy of reporting the alleged connivance of financial institutions with the case of “accounting pedals” which are at the origin of the retailer’s crisis.
Behind the scenes, lawyers and auditors involved in the Americanas internal investigation claim that there is evidence that the banks have hidden from PwC – the company in charge of monitoring the retailer’s financial statements – transactions that would allow to uncover debts for R$ 20 billion not recorded on the balance sheet date.
Once a year, PwC sends a circular to the banks. The procedure is standard. THE Sheet had access to the questionnaire, sent by the independent auditors in December 2022 and 2021 to nine banks — BTG Pactual, Itaú Unibanco, Bradesco, Santander, Banco do Brasil, Safra, Votorantim, Daycoval and ABCBrasil — with which the company has an agreement for trait risk transactions, which are at the origin of the accounting scandal.
Usufruct risk is a type of credit in which a supplier sells his goods on credit to the reseller and, having this sales contract, can anticipate the collection of the amount by a bank, through a discount on the amount; the bank then receives the sum from the dealer and charges interest on the transaction.
An example: a supplier who sold R$100,000 in frying pans to Americanas received R$90,000 from the bank, which made the payment on time. The difference of R$ 10 thousand represents the interest charged for the advance.
In cases like this, immediately after the transaction, the bank enters Americanas’ digital (online) system and registers that the payment (of R$ 100,000) must be made to the bank, and no longer to the supplier – who sold your credit (called credit advance).
In the letters to which Sheet having accessed, the mayors ask for the balance of the credit account at the banks and of all the other open accounts. They asked for details of any investment transactions (financial investments), loans of any kind, guarantees, exchange transactions and even custody.
Those who participate in the investigation at the retailer say that, in their replies, the banks would not have communicated the risky transactions drawn. There is, however, no specific question on the risk outlined in the letter sent to the banks.
On the other hand, the financial institutions involved reportedly communicated the total exposure —including the risk drawn—to the Central Bank, again according to what was reported.
The banks say they would not need to report any information to PwC because, as an auditor, they would have direct access to the Central Bank’s system where these credit transactions made with Americanas are recorded. The company could not deny access.
For the banks, the mere fact of having requested the circularization would already demonstrate the suspicion of the verification in relation to the company’s numbers.
account reduction
In its announcement to the market, when the scandal came to light, Americanas denounced “accounting inconsistencies” found in its financial statements, referring to these risky transactions, also called lump sums.
Banks believe the above “inconsistencies” are the result of accounting fraud. The hypothesis is supported by the information provided by the company itself to the market according to which it only had R$ 5 billion in transactions with suppliers.
The company also reportedly maintains a “vendor reduction account.” According to bank assessments, this account may have been the trigger for the fraud.
For them, Americanas would have improperly taken advantage of the interest charged by the suppliers’ banks (advance payment) and subsequently entered this interest in a “decreasing account” as a discount granted by the supplier on the purchase price of the goods.
The R$10,000 difference in the purchase of cookware, for example, may have been improperly incorporated into Americanas’ balance sheet as a discount granted by the supplier of the goods – which would explain the R$20 billion appearance in “accounting mismatches” in the course of nearly a decade.
For the banks, the company maintained R$20 billion off-balance sheet debt, which has now been incorporated. If this suspicion is confirmed by a court-authorized expert appraisal, they could have evidence that there has been a scam – which paves the way for them to seek compensation directly from the trio of billionaire founders of the company, now the main shareholders, with a 31% stake. .
Other side
This Sunday (22nd), Lemann, Sicupira and Telles issued a statement in which they claim to be unaware of the accounting errors. They said they were victims, like the company’s other shareholders, and were engaged in the Americanas recovery process.
THE Sheet searched all banks affiliated with Americanas.
Through his advice, Itaú Unibanco has stated that the preparation and approval of the company’s financial statements are the sole and exclusive responsibility of management, including its directors and board of directors, and without any influence from banks or other creditors .
“Attempting to hold banks accountable for company irregular accounting practices is frivolous,” it said in a statement.
Itaú Unibanco states that the circular letters are just one tool, among many, which supports the audit in the work of verifying the information provided by the management, and which have been answered according to the best market practices.
The bank also claims that the balances of operations [de crédito] they have always been reported in the Central Risk System, managed by the Central Bank.
Through counseling, Bradesco also said that responsibility for the budget rests with Americanas, including its board of directors.
“We do not share the allegations that aim to create narratives to hold banks accountable for the company’s irregular accounting practices and thus divert attention from the central problem, namely the lack of consistency of the balance sheet numbers and the responsibilities of their bosses on this fact.”
On the ongoing evidence production process, Bradesco declined to comment.
When contacted, BTG Pactual, Santander, Banco do Brasil, Votorantim (BV) and Daycoval declined to comment due to the secrecy of the operations. Safra and ABC Brasil did not respond until this report was released.
The Central Bank does not comment on specific companies. Americanas did not respond until this report was released.
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