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Americanas creditors approve restructuring plan

Creditors of Brazilian retailer Americanas approved the company’s debt restructuring plan at a virtual meeting held today (19 December), according to Bruno Rezende of Preserva-Ação, and Sergio Zveiter from the law firm Advocacia Zveiter, firms acting as judicial managers.

Creditors holding 97.19% of the unsecured debt represented at the meeting, or 91.14% by headcount, voted in favor of the plan, after more than six hours of meeting.

Under Brazilian bankruptcy law, a plan must be approved by holders of more than half of the value of the debt present at the meeting, as well as by more than half of the attending creditors, for each of the secured and unsecured classes.

The labor and microenterprise claim categories did not vote today because their payment conditions weren’t changed and will remain the same as agreed, Rezende said during the meeting. Americanas doesn’t have any secured debt.

Earlier in the day, 89.15% of creditors rejected a proposal to postpone the virtual creditor meeting to 22 January, aimed to provide additional time to evaluate the most recent amendments to the retailer’s plan of reorganization.

The plan presented today had only minor changes, and creditors wanted to vote on the plan today, a source close to the matter said. The banks are all lined up, and they wanted to conclude the voting today because everyone needs to clean up their balance sheet and forget about this case, a second source close to the matter said.

The backbone of the plan is a capital increase from the main shareholders – the billionaires Jorge Paulo Lemann, Marcel Telles and Carlos Alberto Sicupira – of BRL 12bn (USD 2.4bn).

The shareholders have already provided BRL 1.5bn in the form of a debtor-in-possession (DIP) facility. They also agreed to provide BRL 3.5bn of the BRL 12bn within 15 days after the plan is accepted by the court.

In addition to the capital increase from the shareholders, the proposal includes the possibility for unsecured creditors to exchange part of their debt into equity, limited to BRL 12bn.

In the version approved today, creditors who exchange debt for equity will have the right to three shares and one warrant (an instrument that gives the holder the right to buy a specific number of shares of a company’s stock at a predetermined price).

The price of the shares will consider the 18 December price in the stock market, and it take into account the volume-weighted average price (VWAP) in the last 60 days and multiply it by 1.30, instead of 1.33 as indicated in the previous version of the plan.

Americanas first announced it signed a plan support agreement (PSA) on 27 November with creditors holding more than 35% of total claims. The company announced Banco Votorantim (BV) and Banco Daycoval signed the PSA on 11 December, as reported. BTG, Safra, Oliveira Trust, ABC Brasil and Itau Unibanco are among other banks that signed the PSA.

At a 12 December meeting, the CFO explained the repayment options in the plan, and gradually the company started gathering additional support from unsecured creditors totaling more than 60% of the company’s total claims, as announced today before the official creditor meeting.

Americanas filed for bankruptcy protection on 19 January, reporting BRL 41.2bn (USD 8.4bn) in debt, after revealing around BRL 20bn in “accounting inconsistencies.”