CVM investigates omission in initial disclosures about Americanas crisis

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Americanas’ reference shareholders and board of directors are being investigated by the CVM (Comissão de Valores Mobiliários) for omitting relevant information in the first communiqué about the accounting scandal that led the company to file for bankruptcy last Thursday (19).

In documents to which the Sheet had access after the process was declared confidential, the autarchy questions why the statement did not bring details that surfaced two days later and investigates differences between statements given by the company the day after the request for judicial protection.

The process is the first in the autarchy that includes the trio of billionaires Jorge Paulo Lemann, Beto Sicupira and Marcel Telles among those investigated for the crisis. They deny having prior knowledge of accounting maneuvers or dissimulations in the company.

The announcement of the discovery of “inconsistencies” in Americanas’ balance sheets was made on January 11th. The document spoke of an unrecognized debt of around R$20 billion.

On the 12th, in a teleconference promoted by BTG Pactual, the company’s president at the time, Sergio Rial, stated that most of the debt would not be linked to “financial covenants”, clauses that impose obligations on borrowers, such as the early redemption of values.

On the 13th, the company went to court to ask for protection against creditors, claiming that clauses in the financing contracts could lead to the early maturity of around R$ 40 billion in debt, making its operations unfeasible.

In letters sent to Americanas’ board of directors, the CVM questions the delay in acknowledging the company’s real situation and the leak of information to the press.

The autarchy recalls that it is the duty of shareholders and managers to “immediately disclose the relevant act or fact pending disclosure, in the event that the information gets out of control or if there is an atypical fluctuation in the quotation, price or quantity traded of the securities”.

In one of the official letters, the CVM asks “why it was alleged to the Judiciary that ‘practically all financial contracts signed by Grupo Empresarial have early maturity clauses’, given that Mr. Sergio Rial went so far as to declare that most of the debt of the company —about 92%— would not be linked to covenants”.

The same letter also questions why information about the risk of early maturity had not been included in the statement released on January 11.

In response, Americanas says that the two statements are not divergent, since the early maturity can be determined by ‘covenants’ and by other types of clauses in financing contracts.

“The clauses that authorize the creditor to declare the early maturity of his credit may or may not have the breach of financial ‘covenants’ as one of the events that generate the early maturity of the debt”, he says.

The company also states that it had been keeping the market informed about the situation, “there being no need to talk about relevant information contained in the application for Precautionary Urgency Guardianship that was not also known to the market”.

In the same process, the CVM also questions the leak of information about the request for judicial recovery, made last Thursday (19), and about the company’s cash position after the outbreak of the crisis.

Regarding the recovery, Americanas responds that, at the time of publication of the report by Sheet“still assessed the need, as a matter of urgency, to file a request for judicial recovery”.

Regarding the cash position, he says that the report was published by the Valor Econômico newspaper shortly before the close of the trading session on the 18th and that the relevant fact on the subject was disclosed before the opening of the trading session on the 19th, when the company confirmed the request. of judicial recovery.

In a note released last Sunday (22), the company’s three reference shareholders stated, in a joint note, that they were never aware of and would never admit any accounting maneuvers or dissimulations in the company.

“Like all other shareholders, creditors, customers and employees of the company, we firmly believed that everything was absolutely right,” said the trio, who own 30.1% of the company’s shares.

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