Beruflich Dokumente
Kultur Dokumente
Brazil
May, 2017
Section 1
3.9% 10.7%
2.5%
2.5%
2.5%
2.2%
3.0%
1.9%
0.5%
0.5%
0.1% 6.5% 6.4%
4.7%
5.9% 5.9% 6.3%
4.5%
4.5%
5.8%
4.3%
4.3%
4.0%
(3.5%)
(3.8%)
2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019
12.5%
12.5%
14.3%13.8%
11.6%
11.6%
10.6%
10.4%
11.8%
9.5%
10.8% 11.0%
9.0%
9.0%
11.3%
8.5%
8.5%
8.5%
10.0%
7.3% 6.7% 6.8%
5.9% 5.5% 5.4% 4.8%
2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019
100.0
80.0
Apr-16 May-16 Jun-16 Jul-16 Aug-16 Sep-16 Oct-16 Nov-16 Dec-16 Jan-17 Feb-17 Mar-17 Apr-17
Income-Driven Sectors RGS Index Infrastructure & Commodities RGS Index Aggregate Brazil RGS Index Ibovespa
3.60 450
400
3.50
350
3.40
300
3.30
250
3.20 Performance 1M YTD 1Y
200
Exchange Rate (1) 0.1% (2.4%) (7.9%)
3.10 150
CDS (2.5%) (13.5%) (25.2%)
3.00 100
Apr-16 May-16 Jun-16 Jul-16 Aug-16 Sep-16 Oct-16 Nov-16 Dec-16 Jan-17 Feb-17 Mar-17 Apr-17
Source: companies reports and Factset as of April 28, 2017. For indices constituents, please consult the appendix.
(1) Negative change means an appreciation of the Brazilian Real against the US Dollar 4
Market Performance by Sector
Income-driven sectors of the Brazilian economy
Market Cap, Index = 100
150.0
140.0
36.0%
130.0 28.2%
25.6%
120.0 19.9%
19.4%
110.0
100.0 (0.3%)
90.0
80.0
Apr-16 May-16 Jun-16 Jul-16 Aug-16 Sep-16 Oct-16 Nov-16 Dec-16 Jan-17 Feb-17 Mar-17 Apr-17
Consumer & Retail RGS Index Education RGS Index Financial Institutions RGS Index Healthcare RGS Index Homebuilders Malls & Properties
Source: companies reports and Factset as of April 28, 2017. For indices constituents, please consult the appendix. 5
Market Performance by Sector
Infrastructure and commodities sectors of the Brazilian economy
Market Cap, Index = 100
180.0
140.0 37.7%
21.7%
17.2%
15.6%
14.5%
13.7%
100.0 11.1%
(8.1%)
60.0
Apr-16 May-16 Jun-16 Jul-16 Aug-16 Sep-16 Oct-16 Nov-16 Dec-16 Jan-17 Feb-17 Mar-17 Apr-17
Agribusiness RGS Index Industrials RGS Index Concessions & Logistics RGS Index Metals & Mining RGS Index
Oil & Gas RGS Index Pulp & Paper RGS Index Telecom RGS Index Utilities RGS Index
Source: companies reports and Factset as of April 28, 2017. For indices constituents, please consult the appendix. 6
Valuation Statistics by Sector
Brazil is trading at 13.5x Price-to-Earnings 2017, which represents a discount of -25.8% to S&P 500
Total Market Total Enterpr. Net Debt Enterpr. Value / Sales Enterpr. Value / EBITDA Price / Earnings
Sector Cap US$m Value US$m EBITDA 17 2016 2017 2018 2016 2017 2018 2016 2017 2018
Income-Driven
Consumer & Retail 172,241 203,521 1.5x 1.2x 1.2x 1.1x 11.5x 9.8x 8.8x 33.5x 21.6x 17.7x
Education 10,670 10,655 (0.0x) 3.2x 3.1x 3.0x 9.9x 9.5x 9.1x 13.7x 11.9x 10.7x
Financial Institutions 200,329 687,970 NA 7.0x 7.0x 6.6x NA NA NA 12.5x 10.6x 9.5x
Healthcare 13,709 13,853 0.0x 2.6x 2.2x 1.9x 17.0x 14.7x 12.5x 32.4x 28.8x 23.5x
Homebuilders 6,307 9,429 6.4x 2.0x 2.1x 1.9x 21.4x 19.9x 12.8x 35.9x 22.9x 12.0x
Malls & Properties 12,023 17,505 3.9x 10.7x 10.4x 9.6x 14.6x 14.0x 12.3x 36.5x 28.1x 20.9x
Average (Weighted) 1.5x 3.4x 3.3x 3.1x 12.4x 10.7x 9.6x 18.2x 14.3x 12.4x
Total Average (Weighted) 2.3x 2.6x 2.5x 2.3x 7.9x 6.9x 6.5x 24.1x 13.5x 11.9x
In mergers and acquisitions, a given companys valuation might be compared to trading statistics of its sectors listed companies
Factors that might influence the comparison of multiples comprise: (i) growth perspectives, (ii) margins, (iii) leverage, (iv) estimated investments, (v) geographic
footprint, (vii) recurrence of revenues, among other
For further information, please contact RGS Partners. The analysis shall be performed on a case-by-case basis
Source: companies reports and Factset as of April 28, 2017. For indices constituents, please consult the appendix. 7
Operating Metrics by Sector
Expected operating performance of listed companies influences their trading multiples
Revenues Growth
2017 2018
17.3%16.8%
15.6%
12.9%
9.9% 9.8% 10.0%
8.7%
7.7% 6.7%
5.4% 6.1% 6.4% 5.9% 6.2% 6.5%
4.8% 4.8%
3.0% 3.7% 3.2% 2.8% 3.3%
2.4% 1.7%
1.3%
(2.6%) (1.2%)
Agribusiness Consumer & Education Financial Healthcare Homebuilders Malls & Industrials Concessions Metals & Oil & Gas Pulp & Paper Telecom Utilities
Retail Institutions Properties & Logistics Mining
EBITDA Growth
2017 2018
55.8%
27.3%
15.0% 17.9% 18.1% 16.0% 13.8%
11.7% 15.5% 13.3% 12.9%11.1% 10.2%10.1% 11.8%
5.3% 4.2% 4.5% 7.6% 4.6% 3.7% 5.4% 5.6% 6.0%
(1.2%)
(11.4%)
Agribusiness Consumer & Education Financial Healthcare Homebuilders Malls & Industrials Concessions Metals & Oil & Gas Pulp & Paper Telecom Utilities
Retail Institutions Properties & Logistics Mining
Source: companies reports and Factset as of April 28, 2017. For indices constituents, please consult the appendix. 8
Operating Metrics by Sector (Contd)
Expected operating performance of listed companies influences their trading multiples
EBITDA Margin
77.4%
74.3%
73.3%
37.5%
37.3%
36.9%
34.5%
32.8%
32.8%
32.7%
31.8%
31.6%
31.5%
31.3%
31.0%
30.9%
30.2%
29.8%
27.1%
25.4%
23.2%
21.4%
20.5%
19.7%
19.6%
18.6%
18.4%
15.2%
15.1%
14.9%
14.8%
14.6%
14.2%
14.1%
12.8%
12.3%
10.7%
10.6%
9.6%
Agribusiness Consumer & Education Financial Healthcare Homebuilders Malls & Industrials Concessions Metals & Oil & Gas Pulp & Paper Telecom Utilities
Retail Institutions Properties & Logistics Mining
Net Margin
26.6%
26.4%
23.6%
21.9%
21.1%
20.3%
19.1%
16.3%
12.4%
11.5%
11.4%
10.5%
10.1%
(5.2%)
9.7%
9.7%
9.6%
8.0%
7.9%
7.6%
6.2%
6.1%
5.8%
5.8%
5.5%
5.3%
4.7%
4.4%
5.5%
4.1%
4.1%
3.9%
3.2%
3.1%
3.0%
5.0%
(1.5%)
1.8%
1.8%
0.7%
Agribusiness Consumer & Education Financial Healthcare Homebuilders Malls & Industrials Concessions Metals & Oil & Gas Pulp & Paper Telecom Utilities
Retail Institutions Properties & Logistics Mining
Source: companies reports and Factset as of April 28, 2017. For indices constituents, please consult the appendix. 9
Section 2
11
Our Team is Our Key Asset
We have professionals of excellence; determined and dedicated to the objectives of our clients
12
Recent Public Transactions
RGS Partners is acting as exclusive financial RGS Partners acted as exclusive financial advisor RGS Partners was responsible for the financial
advisor to Prumo Logstica minority to one of the most relevant Brazilian advertising valuation of Portal de Documentos in the
shareholders in the Tender Offer announced by agencies in the creation of a joint-venture with context of a shareholders agreement resolution
EIG Partners another company of the same industry Portal de Documentos is the leading company in
RGS Partners was retained to act in the analysis The joint-venture was formed to serve important administrative process intermediation between
of the Tender Offer process and to defend a companies in several sectors, including one of the private companies and administrative institutions
share price superior than the valuation offered main retail companies in the country The valuation performed by RGS Partners
by the controlling shareholder RGS Partners acted in the valuation and financial comprised all the main methodologies used by
RGS Partners scope includes the definition of the structuring of the joint-venture and in the the market, including a Discounted Free Cash
best strategy to minority shareholders defense, negotiation of the terms between the parties Flow to evaluate separately each of the two
the review of independent valuation report and business divisions (Sum of the Parts Valuation)
the interaction/negotiation with the interested
parties in the process
13
Recent Public Transactions
RGS Partners acted as exclusive financial advisor RGS Partners acted as financial advisor to Priner RGS Partners was responsible for the valuation in
to Concremats shareholders in the sale of a (former Mills|SI) in the acquisition of a majority the context of Grupo Bom Jesus Chapter 11
controlling stake to China Communications stake in Isolafcil Isolantes Removveis e process
Construction Company (CCCC) Reutilizveis Grupo Bom Jesus is one of the largest Brazilian
The association of Concremat, one of the largest Priner is a portfolio Company of Leblon Equities, a producers of cotton, corn and soybeans, with a
engineering consulting companies in Brazil, and leading asset management firm in Brazil cropland of over 250,000 hectares in the center
CCCC, Chinese conglomerate with more than US$ Isolafcil was selected among a broad market west region of Brazil. The Group also operates in
70 billions in revenues, will allow the Chinese screening performed by Priner jointly with RGS the sale of seeds and fertilizers for farmers
Company to have the necessary certifications for Partners through barter transactions
the execution and management of infrastructure The Chapter 11 process aims at providing the
The transaction will allow Priner to enlarge its
projects in Brazil, estimated in US$ 1 billion in the necessary conditions for the Company to
presence in thermal and acoustic insulation that
medium term overcome its current financial crisis and preserve
require removable materials
The transaction involved a complex carve-out of the ownership of the assets
assets that were not part of the transaction
14
Recent Public Transactions
RGS Partners acted as financial advisor to Stone RGS Partners acted as exclusive financial advisor RGS Partners acted as exclusive financial advisor
Pagamentos, a credit card payments acquirer, in to Tecnogera in the sale of a controlling stake to to Matrix in the sale of 37,5% of its shares to
the acquisition of Elavon do Brasil P2 Brasil, one of the largest Private Equity Funds DufEnergy S/A, one of the largest energy trading
Stone Pagamentos is controlled by Arpex Capital, in Brasil, formed by Ptria Investimentos and Companies in Europe
a private equity firm with Jorge Paulo Lemann as Promon The transaction occurred during the worst energy
a partner, and Banco Pan After the transaction, Tecnogera became one of crisis in Brazil since 2001, when maximum
Elavon do Brasil, was previously held by Citibank the main players in the emergency energy sector historical prices were achieved, in a period of high
and U.S. Bancorp, and was the fourth largest in Brazil volatility and strong regulatory instability
payments acquirer in this sector that processes RGS Partners became a shareholder of the Given its size and importance in the world energy
over R$ 1 trillion per year Company after the transaction market, DufEnergys entrance in Brazil was
With great honor, RGS Partners was invited to considered a breakpoint in the Brazilian energy
15
Previous Achievements of the Partners
Past transactions and investments executed by the partners of RGS Partners attest to the quality of execution and management
of our team
Transactions at BTG Pactual and Merrill Lynch executed by partners
of RGS Partners Investment Management
Company description
With over 50 years, Bravante is a Brazilian Company
operating in the areas of maritime support,
R$3.6 billion R$820 million R$800 million R$700 million shipbuilding and repair and environmental
protection
Sale of 62% of VLI to Join Venture between Acquisition of 48% of Sale of Tok&Stok to
Mitsui, FI-FGTS and Deep Sea Supply and Bravante Carlyle Group Partners assignments
Brookfield the PE fund from BTG by BTGs PE fund
Board member
2013 2013 2010 / 2012 2012 Member of the Finance Committee
Company description
CCRR Group is the leader in self-adhesive papers
R$23 billion R$421 million R$21 billion R$3.5 billion and labels markets in Latin America
Merger of TNL, TMAR Advisor of S. Martinho
and BRT, creating Nova in the sale of 49% stake
Advisor of Perdigo in Acquisition of stake in Partners assignments
the merger with Sadia Petrobras frica assets Board member
Oi to Petrobras Bio
Member of the Finance Committee
2012 2010 2009 2013
Capital Markets
Company description
[ Logo Vivere Brazil is the leader in providing technology
R$450 million Vivere ] services for the real estate financing market
R$470m R$5,3b R$886m R$1.1b
Acquisition of 36% of
Banco PanAmericano by
Partners assignments
BTG Pactual Board member
Member of he Finance Committee
2011 R$115.1b R$1.6b R$915m R$1.7b
16
Partners Experiences by Sector
Our partners have worked with major Brazilian companies throughout different sectors
Education
17
Partners Experiences by Sector (cont.)
Our partners have worked with major Brazilian companies throughout different sectors
Industry / Aviation
Consumer
Agribusiness
18
Contact Information
RGS Partners
www.rgspartners.com.br
19
Appendix
Indices Constituents
Agribusiness
Biosev SA, BrasilAgro Cia Brasileira de Propriedades Agricolas, Cosan S.A. Industria e Comercio, Ouro Fino Saude Animal Participacoes SA, Sao Martinho S.A., SLC Agricola S.A., Tereos Internacional S.A., Vanguarda Agro S.A.
Education
Estacio Participacoes S.A., GAEC Educacao SA, Kroton Educacional S.A., Ser Educacional S.A.
Financial Institutions
Banco Bradesco SA Pfd, Banco do Brasil S.A., BM&FBOVESPA S.A. Bolsa de Valores, Mercadorias e Futuros, Cielo, FPC Par Corretora de Seguros SA, Itau Unibanco Holding SA Pfd, Multiplus S.A., Smiles AS
Healthcare
Fleury SA, Odontoprev S.A., Profarma Distribuidora de Produtos Farmaceuticos SA, Qualicorp S.A., Raia Drogasil S.A.
Homebuilders
Cyrela Brazil Realty SA Empreendimentos e Participacoes, Direcional Engenharia S.A., Even Construtora E Incorporadora S.A., EZ TEC Empreendimentos e Participacoes AS, Gafisa S.A. ,Helbor Empreendimentos S.A., MRV
Engenharia e Participacoes S.A., Rodobens Negocios Imobiliarios S.A., Tecnisa S.A.
Industrials
Braskem SA Pfd A, Duratex S.A., Industrias Romi S.A., Iochpe Maxion S.A., Mahle-Metal Leve S.A., Marcopolo SA Pfd, Randon SA Implementos e Participacoes Pfd, Tupy S.A., WEG S.A.
Telecom
Contax Participacoes S.A., Linx SA, Oi SA Pfd, Telefonica Brasil SA Pfd, TIM Participacoes S.A., TOTVS S.A., Valid Solucoes e Servicos de Seguranca em Meios de Pag
Utilities
CESP Cia Energetica de Sao Paulo SA Pfd B, Cia de Transmissao de Energia Eletrica Paulista Pfd, Cia Energetica de Minas Gerais Cemig CMIG Pfd, Companhia De Gas De Sao Paulo-Comgas Pfd A, Companhia de Saneamento Basico
do Estado de Sao Paulo SABESP, Companhia de Saneamento de Minas Gerais, Companhia Paranaense de Energia - COPEL Pfd B, CPFL Energia S.A., CPFL Energias Renovaveis SA, EDP - Energias do Brasil S.A., Eletropaulo
Metropolitana Eletricidade de Sao Paulo SA Pfd, Equatorial Energia S.A., Light S.A., Tractebel Energia S.A.
21