A report by Brazil's Federal Prosecution Office (MPF) says six banks helped keep Americanas' debt to them out of the paperwork of the retailer's own share offerings. The two deals, in 2017 and 2020, raised R$ 10.2 billion from investors: R$ 2.4 billion in the first follow-on and R$ 7.8 billion in the second, according to Times Brasil. The document is part of the second phase of Operation Disclosure, the investigation into the accounting irregularities that pushed the company into crisis.
Named in the report are Itaú, Santander, Bradesco, Banco do Brasil, Safra (in 2020 only) and BTG. According to the findings reported by UOL, all six ran supplier-advance deals with Americanas, known in Brazil as risco sacado, while also working on the offerings. Prosecutors say those ties should have been disclosed to the market.
In a risco sacado deal, a bank pays a company's suppliers up front and the company then owes the bank. Investigators contend Americanas did not report these obligations as debt and used the instrument to hide a billion-real hole: the leverage disclosed to investors was below the company's real position.
A camouflaged debt
The report draws on Federal Police evidence, testimony from former executives, and messages and emails. It cites whistleblower Fabio Abrate, who for years was the Americanas executive in charge of bank relations. In his account, the banks wanted the offerings to succeed because they earned commissions on the volume raised. Fellow whistleblower Marcio Cruz told prosecutors that honest disclosure would have killed the deals.
"In practice, if that had suddenly appeared, the follow-on would certainly never have gone ahead," Marcio Cruz said, in a passage highlighted by the MPF.
The first draft of the 2017 offering memorandum stated that the company carried risco sacado. After negotiations between Americanas and the banks, the wording was softened. In the MPF's reading, the amounts were not necessarily removed, but the description made the debt nature less evident. A source tied to one of the banks counters that the operations remained in the documents as supplier advances, and that the change only standardized the terminology used by the institutions.
Banks push back
Itaú says the operations are legitimate and that, in the Americanas case, "the technical divergences dealt strictly with the accounting classification of these operations, as financial liabilities or suppliers, and not with their concealment, which resulted from the fraud committed by the company's management at the time". Santander says it was a victim of the fraud and rejects any attempt to link technical reporting discussions to the case. Banco do Brasil sent a note stressing transparency and corporate governance. Bradesco, BTG and UBS, owner of Credit Suisse, declined to comment, and Safra did not respond.
Sources close to some of the banks say the MPF relied mainly on plea-bargain testimony, with no room for the institutions' arguments, which led to a mistaken reading. At Itaú, the internal view is that its executive was only advising a client on how to handle the matter during the offering, and that the decision to disclose belonged to Americanas.
In 2017 and 2020, investors swapped R$ 10.2 billion for shares backed by documents that, in the prosecutors' reading, understated the company's debt. Down the chain, risco sacado was the channel that kept cash flowing between the banks and the retailer's suppliers until the accounting crisis surfaced in January 2023. The report now sits in the Operation Disclosure case file and adds pressure for clearer disclosure of the ties between companies and the banks that structure their offerings.