----- Meeting Notes (25/11/2010 15:03) -----Complex tax systemRestrictive labour laws----- Meeting Notes (25/11/2010 15:24) -----Limited acess to financingCorruption is still a problem Bottlenecks
----- Meeting Notes (25/11/2010 15:03) -----
1. Management Report - Is Brazil a good opportunity for private equity investments?Opportunity Hardworking Competition Positive MaturingDiscipline Opportunity Hardworking Competition PositiveMaturing Discipline Opportunity Hardworking CompetitionPositive Maturing Discipline Opportunity HardworkingCompetition Positive Maturing Discipline OpportunityHardworking Competition Positive Maturing DisciplineOpportunity Hardworking Competition Positive MaturingDiscipline Opportunity Hardworking Competition PositiveMaturing Discipline Opportunity Hardworking CompetitionPositive Maturing Discipline Opportunity HardworkingCompetition Positive Maturing Discipline OpportunityHardworking Competition Positive Maturing DisciplineOpportunity Hardworking Competition Positive MaturingDiscipline Opportunity Hardworking Competition PositiveThe picture is intended to describe the Brazilian private equity industry from the perspective of the interviewees.
2. Introduction Despite the 2007-2009 financial crisis that has shaken the world and has been a major challenge for all world economies, the economic outlook for Brazil is still very positive. Brazil is expected to become the fifth largest economy in the world by 2032*. Its resilient economic performance over the recent years has attracted the world’s attention. A great number of investors want to increase their exposure to the Brazilian market. Equally positive are the prospects for the relatively young private equity industry in the country. Private equity has the potential to play an important role in the Brazilian economy as only 380 of the nations 12 million companies are publicly traded. But the complexity of the Brazilian business environment requires careful consideration from private equity firms that want to succeed in this market.*GOLDMAN SACHS. The Long-Term Outlook for the BRICs and N-11 Post Crisis. Global Economics Paper No: 192, 4th December 2009. 2
3. ScopeThis paper considers whether Brazil is a good opportunity for private equity investments. Thefindings were based on desk research carried out in London and interviews conducted in a field tripto Sao Paulo. The recommendations were synthesized in three major themes: key drivers andchallenges for private equity investments in Brazil, Brazil’s private equity business modelidiosyncrasies and, pitfalls to be avoided by new entrants.The findings in this paper indicate that there are indeed compelling reasons to believe that Brazil isa good opportunity for private equity investments and that the private equity industry in thecountry will evolve fast. Nonetheless, a number of internal and external factors will come into playthat will either help to propel or hold back this process, over time. 3
4. AcknowledgementsA number of people have contributed to the production of this management report. I am verygrateful to those who provided me guidance and shared their professional experiences.I would particularly like to thank: Francesca Cornelli, supervisor & Luiz Antunes M. Mϋssnich, Bawm Investments;academic director of Coller Institute of PE; Emilio Pϋschmann, Hamilton Ventures; Florin Vasvari, professor of PE&VC; Antonio Caggiano Filho, Deloitte; Fernando Borges, The Carlyle Group; Leonardo Zylberman, Integration; Doug Scherrer, General Atlantic; Cláudio Vilar Furtado, GVcepe; Mario Spinola, DLJ South American Partners; Alexander Appel, GVcepe; Nemer Rahal, Patria Investimentos; Leonardo L. Ribeiro, OCROMA; Guilherme Passos, Pragma Patrimônio; Paula Abreu, UKTI; Marcos Ayala, Gávea Investimentos; Jorge Maluf Filho, Korn/Ferry International; Chu Kong, Actis; Paulo Weinberger, Heidrick & Struggles. 4
5. Agenda Research Methodology & Framework Brazilian ScenarioAssessing the opportunity Brazilian PE&VC landscape Recommendations
6. Research Methodology & Framework Top down analysisDesktop ➜ Economic & Political Scenario EventsResearch ➜ Growth rate & Economic outlook Country ➜ Market Size & Growth drivers ➜ Opportunities ➜ Challenges & Bottlenecks PE&VC ➜ Overview of Brazilian PE&VC industry IndustryBrazil PEI ➜ Drivers for investmentsInterviews Forum ➜ Competitive landscape ➜ Challenges 6
8. Economic & Political Scenario Size But will economic policy change with the new president? USD 1.6 trillion (2009 GDP) Most likely Roussef will provide policy continuity in terms of macroeconomic policy orthodoxy. Growth potential Strong internal and demand Do investors feel comfortable with the government regional leader (60% of GDP) transition? Active and Low credit independent issuance room The fear of a radical shift to economic policy no regulators and CB for expansion longer exists. Evidence: Petrobras’s US$70bn rights RE/consumer issue a few days before the national elections. +15 years of Strong financial Diversified political stability system exports (democracy) (public and base private) Solid High/stable Fiscal Massive deposits macroeconomic foreign exchange discipline of indicators reserves natural resourcesSource: Price Waterhouse Coopers. … It looks like a stable environment for investments. 8
9. Brazil has overcome the crisis stronger and more attractive What enabled the country to be in this favorable position? GDP growth rate forecasts to selected countries Discipline and conservative behavior. Flexibility to adopt stimulus measures to boost internal consumption. Credit expansion (45% of GDP in 2009). 2XOK. Goldman Sachs Global ECS ResearchSource: It sounds good. * Consensus Economics September 2010.But will Brazil really become an economic power?Is economic growth sustainable?What is driving growth?Good investment opportunities? 9
10. Things turned out to be better than we had thought… GS projections vs. actual figures. In 2009 Goldman Sachs reported: “BRICs economic health post crisis suggests that GS long-term projections are more, rather than 2.4X less , likely to be realised”.Source: Goldman Sachs Global ECS Research. Updated projections for the largest economies in 2032.Now GS’s projections show thatBrazil will become world’s fifthlargest economy 18 years earlier. Source: Goldman Sachs Global ECS Research. 10
11. Brazil’s sustainable growth and competitiveness Global competitiveness index (GCI), 2009-2010 Growth Environment Score (GES) GES, a tool to monitor a country’s potential and measure the strength of a country’s sustainable growth. In 2009 Brazil has scored 5.3 surpassing China and becoming the highest-placed BRIC in the GES ranking. The report indicated “ Brazil is now one of the 35 best performers globally”.The index varies from 1 to 10.Source: Goldman Sachs Global ECS Research, n. 192The index varies from 1 to 7. Source: GCI 2009-2010 report.GCI, enhances the understanding of the key factors determining economic growth in a country. In 2009-2010 Brazil has scored 4.2 moving up 8 positions to 56th place out of 133 countries. Within the BRICs Brazil ranks 3rd, having for the first time overcome Russia, whereas China ranks first followed 11 by India.
12. Market size & Growth drivers Brazilian economy Growth of Credit Real income investments expansion riseGrowth Press Press PressDrivers It has benefitted from rise of commodities prices It ranks 10th in terms of market size (CGI index) 12
13. Opportunities Growing middle class Urgent need of infrastructure investments Poor infrastructure (airports, roads, ports, etc). 2014 World Cup and 2016 Olympic games. Recent oil discoveries, Pre-salt, potentially making Brazil the fifth largest country for proven oil reserves.Large pool of private owned companies Limited access to financing Only 380 of the country’s estimated 12 Average lending interest rate in 2010 million companies are publicly traded. (estimated 42% p.a.*). That encourages Sizable number of middle market companies private owned companies to look for of around 250-1000 employees and annual partners (equity rather than debt). revenues of US$ 20-200 million. * Source: Economist Intelligence Unit 13
14. However, … still many challenges aheadMost problematic factors for doing business (GCI)Tax regulations ................................................................19.0Tax rates ..........................................................................18.5Restrictive labour regulations.........................................14.0Inefficient government bureaucracy...............................11.0Access to financing..........................................................10.4Inadequate supply of infrastructure ................................9.5Corruption.........................................................................7.0Inadequately educated workforce....................................4.9Policy instability..................................................................1.1Inflation .............................................................................1.0Poor work ethic in national labour force ...........................0.9Foreign currency regulations.............................................0.9Crime and theft ..................................................................0.7Poor public health..............................................................0.6Government instability/coups ..........................................0.3Source: GCI 2009-2010 report.This chart summarizes those factors seen by business executives as the most problematic for doing business in their economy. The information is drawn fromthe 2009 edition of the World Economic Forum’s Executive Opinion Survey. From a list of 15 factors, respondents were asked to select the five mostproblematic and to rank those from 1 (most problematic) to 5..Source: GCI 2009-2010 report. 14
15. Bottlenecks Poor infrastructure (increases costs of doing business). Low labour productivity (insignificant improvements in the last 20 years). Lack of skilled professionals available in the Brazilian market. High cost of capital (bench market interest rates - SELIC 10.75% p.a.). 15
17. Penetration, fundraising and investments Penetration –the regional leader in LatAm Brazil is PE investment % of GDP, 2008. PE ecosystem in Brazil 2009 Investments by Geography 2009 Fundraising by Geographic Focus 4,000 7x 140 managing PE type investment firms surveyed. 4,000 19 15 3,500 190 140 81 155 3,500 323 217 226 462 3,000 423 236 investment vehicles. 3,000 605USD (mm) USD (mm) 2,500 108 2,500 75 2,000 2,000 3272 554 portfolio companies. 3633 1,500 1,500 1,000 2033 3x 1,000 1833 500 1,600 professionals and staff employed within 500 0 0 Brazil Peru Columbia Mexico Chile Argentina Other Total the industry. ColumbiaC. Ame. Mexico Brazil Regional Peru Chile Argentina Other TotalSource: LAVCA, EMPEA * Figures estimated by LAVCA. Source: Interim results 2010 Census, Gvcepe research.Approximately half of all funds raised in 2009 were targeted for Brazil; 62% of investmentsSource: EMPEA - Fundraising and Investment Review – 2009.in dollars were in Brazil.The PE industry in Brazil is maturing but still has a long way to go. 17
18. Evolution of capital committed Committed Capital allocated to Brazil (US$ Bn). Committed Capital as % of GDP40 2.3% 2.5% 3635 2% 2%30 15% p.a25 27 1.5%20 1.2% 1% 2x15 1%10 13 2x 0.5%5 60 0% 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 Source: Interim results 2010 Census, GVcepe research. The evolution of committed capital is impressive, increasing more than 6 times since 2004 and 2 fold as percentage of GDP. 18
19. Deal profile Deal flow – Brazilian market, 09/2008 to 05/2010. Average deal size of EMPE inv. by region, 2008-2009, (US$ m)Source: Ocroma Alternative Investments research. Source: EMPEA - Fundraising and Investment Review – 2009. Since the crisis in 2008 the Brazilian PE Average deal size since the crisis has increase industry has been very active, Ocroma’s to US$ 75 million. The most common deals study reports a total investment of US$ 4.8 were in the range US$ 50-200 million. billion in 63 deals from 2H2008 to May2010. The PE deal profile enables GPs to set up local offices and hence improve the quality of their transactions in Brazil. 19
20. Investment exits Investment exit by value, 01/2005 – 06/2008 Investment exit by number, 01/2005 – 06/2008 9% 2% 22% Trade sale Trade sale Write off Buyback 5% 54% Buyback IPO and Secondary IPO and Secondary 19% 89%Source: GVcepe, June-2008 report. In the period Jan-2005 to June-2008, there had been 111 exits valued at approx. US$ 2 Billion. PE backed exits slowed down significantly during the economic downturn mainly due to: high levels of uncertainty, less attractive valuations and limited access to liquidity in the market. In 2009, trade sale was the primary exit and there was just one PE backed IPO. In 2010, there have been 3 PE backed IPOs, far down from the 17 registered in 2007. 20
21. Stage of development of capital markets 2030: Global market cap composition Capital Markets , 2009. EM IPO & Follow-on, 2004 –Sep 2010, (BRL Bn). capital markets as % of world, 2010 - 2030 % Size of equity Number of Market Brazil market 70% Country market as % of listed Capitalization cap of 59% GDP companies 5% 4% 3% China total 60% 55% Brazil 5% 74% 377 1,167 2.4% 50% 49% N. America 44% 6% China 100% 1,700 5,007 10.3% 28% Europe 40% 37% 2010 India 90% 4,955 1,179 2.4% 31% 2010 9% Other EM 30% 2030 Japan 67% 3,208 DM 3,377 Asia 6.9% 20% Russian Fed 70% 279 India881 1.8% 14% 25% 10% UK 129% 2,179 Other EM Asia 5.7% 2,796 US 106% 4,401 15,077 Source: BM&Fbovespa. 31.0% 0% Russia World 81% 48,561 48,713 100.0% 24 public offerings in 2009 (6 IPOs and 18 GDP Market CapSource: World Bank. Global ECS paper N. 204.Source: Goldman Sachs Source: Goldman Sachs Global ECS paper N. 204. Follow-Ons). 15 public offerings in 2010 (8 IPOs and 7 Follow- EM equities may represent 55% of global market cap by 2030; 59% of global GDP. Ons) through September.Brazilian exchange (BM&FBovespa) already accounts for 2.4% of world’s total market capitalization. Andis expected to increase its share of the pie in the next 20 years. 21
22. Business environment for PE LAVCA Scorecard Scorecard highlights: Brazil ranks second in LatAm; Positives: well regulated business environment & favourable tax treatment for funds. Negatives: perceived corruption & poor IP rights. Receptiveness for PE Investments in Brazil Tax incentive: Foreign investment in regulated Private Equity funds in Brazil is exempt from income and capital gains taxes (if not registered in Low TaxSource: LAVCA scorecard 2010. Jurisdictions). Caveat: Gov. has imposed a 6% tax onScale of 1-100, 100 being the most friendly business environment. capital inflows trying to curb “hot money”. 22
23. Positive outlook EMPEA / Coller Capital 2010 Survey Highlights: Brazil - second most attractive EMPE, (next 12 m). Investors with existing exposure to EMPE plan to grow their exposure from 6-10% of total PE commitments to 11-15% (next 24m). The majority of LPs expect EMPE funds to outperform PE as a whole. 61% of LPs consider themselves to be just as aligned with their EM GPs as with their developed market ones, while an additional 23% of LPsSource: EMPEA EM PE 2010 Survey. consider to more aligned. 23
24. How Brazilian PE creates IRR It is not driven by leverage and aggressive cost cutting; rather IRR is driven mostly by growth and efficiency (focus on operational improvement). Emphasis on providing funding and strategic plan for consolidation of fragmented industries.Four ways to create IRR: Many funds use a blend of the four.Source: IFC, The case for Emerging Markets Private Equity. 24 For further details press
25. Key company-industry features for PE investments in Brazil Brazilian Economy High growth rates Fragmented (Roll up strategy) Non-cyclical sectors Industry Health competitiveness (no price war) Low governmental regulationInvestment Aligned with GPs expertise Thesis Company Lack of financial sophistication from management Majority stake Succession problems Company Good management team Minority stake Domain knowledge of the sector from management Stable cash flow High entry barriers Low fixed costs High market share & strong brand Low Capex Low customer concentration High profit margins Attractive entry valuation Company’s common Scaling business model Clear exit strategy featuresNote: The findings above described do not depict the PE industry in Brazil as a whole. It cannot be considered as proxy of the investment approach of 25the executives that contributed with the research rather it is intended to provide deeper knowledge of the practices that have been applied.
26. Competitive landscape Pre - crisis Post - crisis • It was marked by an • Market is becoming more “indirect” competition intermediated (estimated fitty- from investment banks fifty). which were “whispering” • Becoming difficult to find on companies’ owners bargains (multiples leapt from ears unrealistic valuations. around 4-6 to 8-10).But… • Increasing competition (new The percentage of deals that The number of GPs is relatively funds entering the market). have been done through small compared to that of auctions is still low (estimated other emerging markets such 20%). as China and India. 26
27. Key identified challenges for PE investments Investments Fundraising High interest rates which Company owners do not want encourage investments in fixed give up control income securities Transparency & Reliable Unlimited liability risk of current company accounts FIP regulation Brazilian pension funds request Off-Books Practice to have a seat on funds’ investment committees Slowness of the courts & Law enforcement Shortage of skilled professionals Currency risk 27Note: “FIP” stands for “Fundo de Investimento em Participação”, which is the most typical private equity fund vehicle in Brazil.
29. Assessing the opportunity… Favourable UnfavourableThe PE&VC landscape in Brazil looks like a investments and then classified themSelected 16 drivers and challenges for PE&VC good opportunity indeed.between favourable and unfavourable.But should investors enter this to financing 6) Limit access market now or in a few years? 7) Stage of development 1) Shortage of skilled What else is favourable in the Brazilian PE&VCprofessionals1) Political stability of capital markets industry?2) Market Size 8) Deal size and flow 2) Corruption3) High GDP growth 9) Good alignment of 3) Slowness of the What pitfalls can be interests with LPs entrants? judiciary system rate avoided by new 4) Currency risk4) Enormous needs for 10) Higher returns investments expected5) Large pool of private 11) Tax incentives for FDI owned companies 12) Moderate competition Country PE industry 29
30. Timing: it would be better entering the market now… • Opportunities for proprietary deals will most likely Proprietary deals disappear in a few years from now. • The number of GPs investing in Brazil is still significantly Competition smaller than those of China and India. • Still few GPs can sign big checks for large buyouts. Shortage of skilled • There doesn’t seem to be a short-term solution to this issue. GPs would be better-off starting to manage this professionals issue now. • The venture capital and secondary exit markets are still in VC & Secondary exit the early stages of development. 30
31. Brazil’s PE business model Drivers of Mature Brazil Comments on the Brazilian model returns Markets Leverage Much less reliant on debt. Key component for creating IRR. Growth Many more opportunities with macro Multiple conditions improving and opportunities for expansion proprietary deals. Greater need of the type of skills andEfficiency gains business knowledge provided by PE firms. 31
32. Lessons learned from the past…. Locals GPs have advantage of sourcing (capillarity) and finding Local presence management for portfolio companies. Not only finance but also operational background. GPs are Diversified team looking for team members that can add value to the businesses of their portfolio companies. LPs are looking for GPs with Replicating strategies strategies that can be replicated in future investments. Brazil has a complex and multi-layered tax system. Close consideration is Tax Planning required to this issue. Much money can be legally saved through the right tax planning.
33. Deep knowledge of the market is also key…. Pitfalls Leverage with Due diligence Long-term caution Double attention is investment Do not required. Buyers are prospect underestimate the responsible for past Recent strong volatility of the liabilities and it is appreciation of the Brazilian market. difficult to gain BRL, (estimated 30% recourse to the overvalued). sellers. 33
34. Thank youfor your attention Victor Carlos Casabona Filho Sloan Fellowship 2010 London Business School Phone: +44 (0) 7872 490666 email@example.com 34
35. Appendices 35
36. InvestmentsGrowth of gross fixed investment (% of GDP) UNCTAD’s World Investment Prosp. Survey, 2010-2012. The 2010-2012 WIPS shows Brazil among the top 5 priority-host economies for foreign direct investment (FDI). Brazil has moved up one position, raking 3rd after India and China. 36 Go back
37. Credit expansionLeveraging as the rest of the World De-leverages Credit expansion 37 Go back
38. Income rise Income per Capita in 2050, (2007 - US$) Population, Inc. growth & consumption, 2005-2014 12th 2XSource: Goldman Sachs Research, GES n. 169, 2008. Source: Economist Intelligence Unit 38 Go back
39. Selected macroeconomic indicators 39 Source: Economist Intelligence Unit
40. Private equity value creation Financial engineering (leverage with caution) Leverage for funding acquisitions Leverage Buy undervalued assets and sell at higher Multiple valuations Arbitrage Macroeconomic scenario improvement – market Market- premium timing Operational Improvement Operational improvement includes growth and EBITDA expansion. Business plan development & implementation Basic Strengthening of managementBasic ValueValue Roll-up strategy (acquisition) New management incentive programPhase I Phase II Phase III Buy Value Creation Sell Best practices of corporate governance Cuts of headcount & Capex & renegotiation of suppliers contracts Efficiency improvements Innovation (new products, channels, markets, etc.) Credibility improvement - “Efeito Certifição” 40 Go back
41. Fund manager skillsSource: IFC, The case for Emerging Markets Private Equity. 41
42. ReferencesABVCAP - Private Equity e Venture Capital - Analysis of Brazilian Industry, 2007. GOLDMAN SACHS. EM Equity in Two Decades: A Changing Landscape. Global Economics Paper No: 204, 8th September 2010.ABVCAP - Monitor Group. Private Equity and Venture Capital Analysis of Brazilian Industry. GOLDMAN SACHS. Building Better Global Economic BRICs. Global EconomicsASSUMPCAO, Alfredo , The Brazilian economy, The blackout of Talent and Strategic Hiring. Paper No: 66, 30th November 2001.BAIN & COMPANY. Global Private Equity Report 2010. GOLDMAN SACHS. Ten Things for India to Achieve its 2050 Potential. Global Economics Paper No: 169, 16th June 2007.Baker & McKenzie. Private Equity in Brazil – November 2008 paper. GOLDMAN SACHS. The Long-Term Outlook for the BRICs and N-11 Post Crisis.Brazil country report, November 2010, Economist Intelligence Unit. Global Economics Paper No: 192, 4th December 2009.EMPEA - Insight: Brazil, 2010. Ocroma Alternative Investments. Private Equity Update, Fundraising Report – Brazil, Leonardo L. Ribeiro, 12/2008.EMPEA - Brazil Private Equity in Global Perspective, 2010. Ocroma Alternative Investments. Private Equity Update, Rising Star: BrazilianEMPEA - Fundraising and Investment Review – 2009. Private Equity after the crisis, Ricardo Kanitz and Leonardo L. Ribeiro, 6/2010.EMPEA - Coller Capital Emerging Markets Private Equity Survey – 2010. PRICEWATERHOUSECOOPERS – PWC. Highlights of Brazil – An overview of Brazil’s performance during the 2008/2009 international financial crisis.Gvcepe, Overview of The Brazilian Private Equity and Venture Capital Industry research report.June 2008. TALMOR and VASVARI, International Private Equity, John Wiley, 2011.“Getting it together at last - A special report on business and finance in Brazil”. THE RIBEIRO, Leonardo de Lima – Modelo Brasileiro de Private Equity e VentureECONOMIST - November 14th, 2009. Capital, 2005.Groh, Alexander Peter, Private Equity in Emerging Markets, 2009. UK TRADE & INVESTMENTS – UKTI. Private Equity e Venture Capital in Brazil, 2010.HSBC Holdings plc, & Economist Intelligence Unit, Brazil Unbound, 2010. UNITED NATIONS CONFERENCE ON TRADE AND DEVELOPMENT – UNCTAD.INTERNATIONAL FINANCE CORPORATION, Doing Business 2010: Reforming through Difficult World Investment Prospects Survey 2010-2012.Times, 2010. World Economic Forum - WEF. The Global Competitiveness Report - 2009–INTERNATIONAL FINANCE CORPORATION, The case for Emerging Markets Private Equity. 2010, Klaus Schwab, 2010.INTERNATIONAL FINANCE CORPORATION, The case for Emerging Markets Private Equity.LAVCA 2010 Scorecard. 42