The tug of war between the benches and the Americans should be long. On the one hand, a company that announced just over 10 days ago that it had identified an accounting mismatch of R$ 20 billion in its balance sheet. On the other hand, financial institutions that found Americanas real debt was double what the retailer reported up to that point.
In addition to the fight to try to receive R$ 41 billion reais, the banks will have one more job: to negotiate with the entrepreneurs known as the kings of Brazilian capitalism. Jorge Paulo Lemann, Beto Sicupira and Marcel Telles have created an empire whose crown jewels are Ambev, Kraft Heinz, Burger King and, of course, Americanas.
To build a fortune of more than R$180 billion, the trio conducted business with an iron fist. It is therefore difficult to expect a different position at the negotiating table.
“Knowing the three (Lemann, Sicupira and Telles), I can say that if the banks ask for a capitalization of more or less R$ 15 billion, they will let the Americans go bankrupt”, predicts Luiz Cezar Fernandes, 78. businessman who was a partner of the trio at the old Garantia bank.
Partnerships with Lemann, Sicupira, Telles and… André Esteves
Fernandes received the report from metropolis at his home, in San Paolo, last Tuesday afternoon (24/1). Removed from the billionaire trio for years, due to disagreements widely known in the market and which led to the end of the partnership in Garantia, the entrepreneur was also a partner of another important figure in the ongoing scam.
When he fell out with Garantia’s partners, Fernandes left the partnership and founded Pactual. Among his “students” in investment banking was André Esteves. Today, Esteves is a partner in BTG Pactual, the largest investment bank in Latin America, and is in the opposite trenches from Lemann, Sicupira and Telles.
Americanas owes more than R$3 billion to BTG. The bank was the first to freeze the retailer’s assets to try to prepay the debts. He was also the first to raise his voice, accusing fraud and saying that Lemann, Sicupira and Telles were “caught with their hands in the till” at Americanas.
In addition to the sums deposited in Americanas accounts, the bank would also have blocked the financial investments of the partners, which raised the temperature of the dispute.
“What BTG did is correct, given what we know about Americanas’ balance sheet. It is the bank’s job to do this: after all, it manages third-party money. A good banker ‘puts his hands together’ first and then discusses”, says Fernandes.
Luiz Cezar Fernandes, former partner of Garantia and Pactual banks
“Beto was responsible for everything”
While still at Garantia, Fernandes oversaw the trio’s 1982 acquisition of Americanas. At the time, the deal cost $27 million — “almost free,” as the former partner describes it. He says that, a year after the acquisition, Americanas has distributed more than $27 million in profits to shareholders and, therefore, the deal has paid off.
“Right from the start, Jorge (Lemann) and Marcel (Telles) entrusted Beto (Sicupira) with the command of Americanas. He was responsible for everything and there he dictated the letters. It has been like this for the last 40 years”, says the entrepreneur.
Fernandes says Sicupira has concentrated all decision-making power in the Americans, including the appointment of the president and other executives.
“If Beto said, ‘Let’s paint this wall green’, that would be the last word. Even though it wasn’t the best decision, anyone who questioned it was fired,” he says.
One of the reasons for Fernandes’ exit from the Garantia partnership was precisely the clash with Sicupira.
The former banker says he wants to sell the Americans, but the partner didn’t back down even when Walmart offered $170 million for the chain, just a few years after the trio bought the business for $27 million.
“The truth is that Beto fell in love with American girls from the day he set foot in the first shop and has never been able to give it up. He only left the helm a few months ago when, in my opinion, the problem with the budget started to disappear,” says Fernandes.
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Carlos Alberto Sicupira, 69 years old (3G Capital)reproduction
Marcel Herrmann Telles, 67 years old (3G Capital)reproduction
Carlos Alberto Sicupira, Jorge Paulo Lemann and Marcel Herrmann Telles in a photo posing for a book launch
Beto Sicupira, Jorge Paulo Lemann and Marcel Telles, partners in companies such as Americanas, Ambev and Kraft HeinzSextante Publisher/Disclosure
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The origin of the crisis
However, an investigation will be able to answer, in detail, how a BRL 20 billion problem went unnoticed by Americanas executives, the president, the board of directors and internal and external audits. At this point, there seems to be a consensus in the market that, somehow, the balance sheet figures have been manipulated to mask the retailer’s financial condition and appear to be a better-than-real situation.
This is also Fernandes’ opinion. The billionaires’ former partner believes there was an attempt by the trio to “create cash” by artificially improving the balance sheet so that profit sharing was higher.
Only the courts will be able to say whether the major shareholders were even responsible for such manipulation, but the voracity with which the banks have tried to recover their debts in court indicates that the level of distrust is high.
“Banks are ‘p. da vida’ because in recent years they have given a lot of credit to Americanas, believing it to be a large, well-managed and well-paying company,” says Fernandes.
If the tolerance of financial institutions is low, that of billionaire partners doesn’t look much better. Lemann, Telles and Sicupira published a note last Sunday (22/1), saying they were unaware of the accounting problem and suggesting that banks and auditing also have a responsibility to verify financial information.
“I believe Beto is still conducting these negotiations with the banks, even though Americanas has hired Rothschild. But he is not a conversationalist. I doubt they will find anyone on the market who can negotiate with Beto», challenges the former banker.
Arm wrestling
The salvation of the Americans now seems to be with partners. Angry, the banks reportedly pressured the trio of billionaires to take up to R$20 billion out of their pockets and inject that money into the Americanas to pay off debts and restructure the operation. The shareholders’ counter-proposal would be a much more modest capitalization, around R$ 6 billion, a figure deemed insufficient by financial institutions.
“Knowing the three, I can say that if the banks ask for a capitalization of more or less R$ 15 billion, they will let the Americans go bankrupt”, Fernandes repeats.
The only possible way out for the company, according to the former banker, is a formula that combines losses for creditors, the sale of assets and a modest capital base for the shareholders.
In his calculations, the banks would recover less than 50% of the total debt (that is, of the BRL 20 billion Americanas owes these financial institutions, less than BRL 10 billion would be repaid in cash). The retailer would then have to make a move to sell the assets and streamline the deal.
“I would sell, for example, the network of convenience petrol stations (the Local brand) and the fruit and vegetable product Natural da Terra. It is also possible that the banks themselves want to keep these assets, in an attempt to reduce the loss,” opines the former partner of the trio.
From this restructuring, the remaining company, which would be only a shadow of what Americanas was, would no longer have control of the billionaire partners, since it is possible (and probable) that the banks will exchange part of the debt for shares of the retailer. , reducing the stake of Lemann, Sicupira and Telles in the business. Today, the trio own 31% of the shares.
“I’m starting to think that this would also be a relief for them. All they want is to get rid of the problem,” concludes Fernandes.
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Carlos Alberto Sicupira, Jorge Paulo Lemann and Marcel Herrmann Telles in a photo posing for a book launch
