Americanas minority: ‘I spent more than R$ 40,000 on shares that today have a bullet price’

It was around 4 pm on the 11th of January. Business administrator André Krizak, 48, decided to make a new investment in his portfolio of retail stocks on B3 and chose Americanas as a target. He invested a good part of his savings – “more than BRL 40,000” – to multiply his position in the company by six, which, under new management since January 1, 2023, promised to take off.

“I was excited with the arrival of Sergio Rial at Americanas, which in theory also motivated the increase in BlackRock’s participation in the business”, says Krizak, referring to one of the largest asset managers in the world, which increased its participation by 28 of December, on the eve of the arrival of the executive to command. Rial himself published on his LinkedIn page an Exame report entitled “BlackRock builds a 5% position in Americanas awaiting Rial as CEO.”

Krizak follows Rial on the social network and has always admired the executive’s management – ​​former president of Santander Brasil, where he also held the presidency of the bank’s board until last Friday (20th), former president of Marfrig, and already appointed by Forbes as the highest paid CEO in Brazil, with an annual salary of BRL 59 million. There were great expectations surrounding Rial’s arrival at the company, which for the past 20 years had been led by Miguel Gutierrez.

The administrator had a blow when, about three hours after making the investment, he saw Rial himself sign a material fact that made public the existence of R$ 20 billion in “accounting inconsistencies” at Americanas. In the same announcement, Rial resigned from the presidency and presented himself as an advisor to the reference shareholders, the Brazilian billionaire founders of 3G Capital (Jorge Paulo Lemann, Marcel Telles and Carlos Alberto Sicupira), who until the end of 2021 were the controllers of the business.

On Thursday (19), just eight days after Rial’s announcement, Americanas filed for bankruptcy with debts of R$ 43 billion, the fourth largest operation of this nature in the history of Brazil (only behind the recoveries of Odebrecht, Hi and Samarco).

The announcement of the court-supervised reorganization, on Thursday, also came exactly five months after Rial was appointed as the new president of Americanas, on August 19, which caused the retailer’s shares to advance by around 20% in the following trading session and the company gained R$ 2 billion in market value.

“I felt ripped off,” Krizak told Sheet. “I bought the stock for R$12 and now it’s worth less than R$1, a bullet price. The fall was big for me. Americanas made January 11th become my September 11th”, he says.

On Friday (20), the share was traded at R$ 0.71, its lowest historical value. Between the purchase date and today, Krizak lost R$65,000 in Americanas shares.

‘American case resembles the Madoff case in the US’

The administrator –who is currently away from the corporate world, undergoing treatment for skin cancer and continuing a master’s degree in retail at FGV (Fundação Getulio Vargas)– has worked for large companies in the food sector, such as Nestlé, Bunge, Mars and Dori, always in the shopping area. According to him, with the investment on the 11th, 60% of his stock portfolio now consists of Americanas.

“The other investments are also in retail companies, but which have serious management. What happened was not a retail fraud, it was a fraud in Americanas, which affected small investors like me”, he says.

“Investing in the Stock Exchange is risky and I am aware of that. But as long as the game is fair. What happened at Americanas was fraud, something similar to what Bernie Madoff did in the United States”, says Krizak, referring to the financial operator Bernie Madoff, who was convicted of the biggest financial fraud in US history, and died in 2021 in prison, aged 82, 12 years after being sentenced to 150 years in prison.

A highly prestigious figure in the American financial market, where he founded his company, Bernard L. Madoff, in 1960, Madoff became president of the Nasdaq Stock Exchange. He used the money from new investors to pay dividends to older ones, in a financial pyramid scheme that, in addition to being illegal, is unsustainable in the long run.

“I was defrauded, but I’m going to seek justice, I want to represent the minorities in this dispute. Americanas took part of the money that would make me calmer when facing my illness”, says Krizak, who criticizes the performance of the Americanas audit, the PwC, and B3, the Brazilian stock exchange, which lists on the Novo Mercado the companies that achieve the highest level of transparency and corporate governance. Americanas was part of the Novo Mercado.

“B3 and PwC no longer give me credibility”, says Krizak.

questioned by SheetPwC informed, through its press office, that “it does not comment on client cases”.

The president of B3, Gilson Finkelsztain, released a note, through his press office, in which he states that “the Novo Mercado establishes what companies should structure in terms of corporate governance. But the effort to avoid losses to investors must mobilize all market agents, such as regulators, auditors and investors themselves.”

According to Finkelsztain, B3 will be able to evaluate the creation of rules for the exclusion of companies from the Novo Mercado in the next revision of the segment. “It is an interesting debate, but one that alone does not prevent damage to the investor, because it works after the problem arises. The most important thing is to seek increasingly efficient measures to prevent this from happening,” he said.

‘PwC is incompetent and B3 does not supervise anything’

Abradin (Associação Brasileira de Investidores), which brings together mainly minority shareholders, also harshly criticizes the companies that should supervise or monitor Americanas’ governance controls.

“The episode makes evident the complete inefficiency of the control mechanisms established by the regulators and by Brazilian law”, says André Valporto, president of Abradin. “Starting with the most absolute incompetence of the auditor, PwC, whose opinions serve to mislead investors. It was like that with Petrobras, IRB and now with Americanas”, he says.

On the last 13th, Abradin filed a complaint with the CVM (Securities and Exchange Commission) to ask for an investigation of responsibilities in the Americanas case.

According to Valporto, as it is listed on B3’s Novo Mercado, Americanas is obliged to fulfill a series of basic governance requirements. “What was clear, once again, is that B3 does not inspect absolutely anything and that belonging to the special listings of the Exchange has no meaning”, he says. “The only fine applied by B3 to Americanas was 2012, for the delay in updating data.”

For him, before the investing public, B3 endorsed all the company’s financial disclosures. “Of the 150,000 Americanas shareholders, 146,000 are individuals, who are suffering the enormous squandering of their assets due to fraudsters and those who endorsed them, such as PwC and B3 itself”, says Valporto.

According to the executive, Abradin has so far received more than a thousand emails from shareholders, whether members or not, demanding that the association take action in defense of their rights.

“What impressed us was the number of shareholders concerned not only with their own pockets, but with the morality of the market”, he says. “It’s a blow that has very negative consequences on Brazil’s ability to attract investment through its capital market.”

Collaborated with Renato Carvalho, from São Paulo