If it works, it becomes a shareholder; if you go bankrupt, you get paid sooner: how the loan studied by Americanas works


DIP (debt-in-possesion financing), a financing model studied by Americanas, is used only in judicial reorganizations. The resource started to be adopted in Brazil in 2021, after the enactment of Law nº 14.112/20, which reformed Law 11.101/05, on bankruptcy and recovery of companies. According to experts, it is an idea imported from American business law.

In a material fact disclosed on Tuesday night (31), Americanas informed that it is studying to ask the Justice of Rio de Janeiro for a DIP financing of at least R$ 1 billion, which may be subscribed by the company’s reference shareholders, the trio of Brazilian billionaires Jorge Paulo Lemann, Marcel Herrmann Telles and Carlos Alberto Sicupira, founders of 3G Capital who, until the end of 2021, were the retailer’s controllers.

According to the specialist in judicial recovery Filipe Denki, from Lara Martins Advogados, the DIP is destined to the company that already has a plan approved or under discussion by creditors for the payment of debts.

“One of the biggest difficulties for a company undergoing judicial recovery is obtaining resources to maintain its activity”, says Denki. “The main purpose of the DIP is to supply the lack of cash to finance operating expenses such as payment of suppliers, salaries and administrative expenses.”

According to Denki, one of the main benefits of the DIP is that this type of loan does not require a general meeting of creditors to be approved and can be requested at the beginning of the process, with court authorization. “In case of bankruptcy, it is considered a top priority credit: you will be the first to receive it before any other type of credit, even labor credit.”

Leandro Basdadjian Barbosa, partner in the civil litigation area at SFCB Advogados, reinforces that this is an extra-bankruptcy credit, that is, with payment preference. “In the case of bankruptcy, the financing is only paid after the expenses with the judicial administration and the labor credits referring to the three months prior to the bankruptcy, for the sake of the subsistence of the employees”, he says. Any labor claims included in the judicial reorganization will be paid after the DIP.

“It is a way of attracting financiers outside the banking system to the company undergoing judicial recovery”, says Barbosa. “If this preference did not exist, hardly anyone would lend money to a company in difficulty”, she says.

Once the judicial reorganization plan is approved, the creditors have to follow determinations, such as a discount on the debt amount, a very extended term and grace period, he recalls. “DIP’s funders are out of it,” she says.

Barbosa also points out that the guarantees offered in this type of loan are usually more “robust”, since the risks are great. “In general, they are assets that are outside the company’s current assets, they can be real estate, for example, that do not have immediate liquidity.”

According to the material fact disclosed by Americanas, however, if approved, the DIP will not have guarantees and will have an average remuneration of 128% of the CDI – as if it were a financial investment. But the retailer signals that the financing can be converted into shares.

In the liquidation of this type of loan, says Barbosa, creditors can even receive command of the company. “The financing can be converted into equity interest.”

Company seeks alternatives to guarantee working capital and reallocates inventories

The material fact disclosed on Tuesday night (31) by Americanas also says that, “if approved, the DIP financing, together with other sources of liquidity being explored by the company, including the release of amounts retained by certain creditors, will allow maintain investments in working capital and fund non-bankruptcy obligations, including payments to suppliers and partners.”

This Tuesday, as revealed by the SheetAmericanas started firing employees, starting with outsourced professionals, in order to reduce its expenses.

The company is looking for alternatives to get fast working capital. THE Sheet found out that the stores are already starting to run out of products and the retailer has started to reallocate stocks, trying to guarantee products in stores with the highest flow. There is an expectation that at least 30% of the points of sale will close their doors, in order to reduce fixed costs with rent and personnel, found the report.

In an interview with Sheet on the last 21st, however, Americanas director of operations and consumer relations, Marcio Chaer, stated that there was no change in the offer of products and in the flow of payments to suppliers. But there would be optimization of resources to ensure the company’s sustainability in the short term. “Certainly we will adjust what is not essential for us,” he said.

The last Americanas balance sheet, referring to the third quarter of 2022, indicated a network with 3,601 points of sale, including the Unico Group franchises (Imaginarium, Puket, MinD and LoveBrands) and Local (which, together with the BR Mania stores, were part of the joint venture Vem Conveniência, dissolved by the Vibra group on the last 23rd). These points, however, are not involved in the judicial recovery.

But the Natural da Terra horticultural chain (79 stores), purchased by Americanas in August 2021, is in the process of judicial recovery. In addition to these points, stores that can be closed belong to the traditional Americanas format (1,017 points) and the Americanas Express model (783 points). Together, the two formats add up to almost 1.3 million square meters.

“In principle, the Natural da Terra network could be sold within the judicial recovery process”, says partner at the consultancy Performa Partners, André Pimentel.

“But there are three critical points for this: the delay of the plan in being approved, guaranteeing an independent structure for Natural da Terra, since today the cash and CNPJ are together with Americanas, and finding a potential buyer”, says Pimentel, who already worked on one of the restructurings carried out at Americanas, at the turn of the 2000s, by Galeazzi & Associados.

According to him, the retailer believes that the network is worth around R$ 2 billion, something close to the amount paid a year and a half ago. “But the market thinks it is worth between R$800 million and R$1 billion. This will complicate the judicial recovery plan: the company thinks it can sell for the maximum, but there are only those who pay the minimum.”

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