Transcript of "Insight Latin America - KPMG - April 2009"
Insight: Latin America
A guide to the future of Private Equity for investment professionals
Still moving forward
Catching the U.S. cold?
From failed state
to success story
2009 Private Equity
KPMG’s Jean-Pierre Trouillot
explains why Private Equity in
rivate equity investors in latin America have traditionally Latin America may continue
to thrive within the region’s
needed strong stomachs, deep pockets and plenty of
patience. During the 1990s a combination of punitive tax
regimes and unstable governments produced unpredictable 6 Interview
and often poor returns. During the recent boom in emerging KPMG’s Rustom Kharegat and
Carlyle’s Joaquín Avila discuss
markets, Private equity investment in latin America was often
Latin American Private Equity
overlooked in favor of china, central and eastern europe,
Russia, and India.
But in the current uncertain economic conditions, latin
America is now becoming an attractive destination for
Strong and stable despite
investment. latin America’s investment opportunities match the economic crunch
the strategy we are likely to see in 2009 and 2010 from many
Private equity houses, as the region offers large numbers of
mid-sized businesses that are stable, well-managed, and eager
for growth capital investment. Remains a popular destination
Yet latin America is not a homogenous region. while for Private Equity investors
countries such as Brazil have established structural reforms,
Private equity-friendly tax policies and stable economic
systems, others – such as Argentina - pursue short-term 12 Colombia
economic policies that make investing more difficult. To better An eager government and
understand latin American Private equity local knowledge and favourable regulations
professional advice are now more important than ever.
A gloomy forecast possibly
belies hidden potential
“The current levels of economic growth in many latin American 14 KPMG Services
countries are higher than in North America or europe, which At every stage of the investment
Victor esquivel cycle, KPMG firms’ advisors have
means opportunities for Private equity investment” Partner, KPMG in Mexico a role to play
Rustom Kharegat, Global Head of Private Equity, KPMG in the UK firstname.lastname@example.org
04 ReseaRch | latin ameriCa 05
Crisis contained “KPMG in the U.s.a.’s
poll of conference
Latin America’s Private Equity market has certainly been affected by the attendees shows that
global economic crisis, but investors believe that the effects are containable Latin america’s investors
within the region’s successful economies, says Jean-Pierre Trouillot have retained their
hen Latin America’s degree of pessimism. expect global investment in Latin investments over the next two years. If entries to the market are
Private Equity investors Our results show that of the America to stay the same. Colombia, now the third most impacted, then so too are the exits.
gathered in Miami in stakeholders, only 30 percent However, there are certainly two popular investment destination in (See diagram 4.)
February 2009 for the Economist consider Latin America to be less stories to tell about Latin America as Latin America, offers a dramatic The exuberance seen in Private
Intelligence Unit’s (EIU) 11th Annual attractive as a destination for Private an investment destination. Our success story. Luis Guillermo Plata, Equity investment in the region in the
Conference on Latin American Private Equity investment during the current research echoes the feeling at the Colombia’s Minister of Trade, Industry 1990s has been replaced by a large
Equity, the mood was understandably economic crisis, while 45 percent Conference that there is a growing and Tourism, admitted at the degree of pragmatism, and with the
less optimistic than in previous years. consider it more attractive. (See disparity between countries that are Conference that, only a few years public markets closed and strategic
But while some developing diagram 1.) These positive figures regarded as positive destinations and ago, Colombia had, “been on the investors in short supply, 21 percent
economies are noticing a general may well be due to the length of those that are not. (See diagram 2.) verge of becoming a failed state”. of respondents will not be able to
Jean-Pierre trouillot retreat by Private Equity investors, experience that many of the region’s Popular investment destinations In the short term, the Latin execute their planned exit strategy in
Partner, Private Equity KPMG in the U.S.A.’s poll of investors now have. Those who have Mexico and Brazil remain the top two American deal market for Private 2009. An equal number of
KPMG in the U.S.A. Conference attendees shows that been active in the market since the targets, with the majority of Equity in 2009 will not be strong, respondents have concerns about
email@example.com Latin America’s investors have 1990s have previously endured boom respondents planning to focus their according to stakeholders. (See debt compliance or bankruptcy,
retained their confidence. and bust. Now, standards of investments here within the next two diagram 3.) One in three sees a although 30 percent of investors are
We surveyed 110 Private Equity transparency and due diligence are years. Colombia has risen in recovery in the deal market in 2009, refocusing in the short term on
stakeholders on 11 February 2009, much higher than before, and so is popularity due to its pro-investment but 65 percent are not expecting a organic growth and/or cost reduction
and while they were despondent confidence in the underlying strength government and the many pickup until at least 2010. opportunities. Another 14 percent will
about the global economy (only 8 of the economies that are being investment opportunities that exist Another result showed that for 86 consider add-on acquisition
percent expected an economic revival invested in. Encouragingly, 58 within the country, while the percent of respondents, fundraising opportunities that were unavailable
before 2010 and 42 percent didn’t percent of our respondents expect economic policies and performance was down; not unexpected, but a before the crisis.
expect it before 2011) their higher international investment in of Argentina are presently sign that even though Latin America Our research in 2009 shows that
confidence in Latin America as an Latin America between 2010 and discouraging investors, with a drop is sheltered from the worst impact of while stakeholders are cautious, they
investment destination had not 2012, although 29 percent expect from 11 percent in actual investments the global economic crisis, many of also see the opportunities in the
been affected by the same investment to decline and 12 percent in 2008 to 7 percent in planned its potential investors are not. region’s best-performing countries.
1 Has latin america become more attractive to
Private equity investors during the economic crisis? 2 On which latin american countries do you plan to
focus your investments within the next two years? 3 When do you expect to see a recovery in the deal
market for Private equity in latin america? 4 exits implemented in 2008
Mexico 45% 16% None 40%
2011 or later
Unsure 30% Foreign strategic investor 34%
Brazil 44% 21%
Second half Local sale
Colombia 30% 26%
of 2010 28%
Peru 24% Second half Local IPO 9%
45% 7% of 2009
Chile 17% Sale to another Private Equity fund 8%
More First half
14% 7% of 2009 28% US IPO 0%
No difference First half
Other 11% %0 20 40 60 80 100
% 0 20 40 60 80 100 Sources: KPMG in U.S.A. survey 2009
06 In dIscussIon 07
A new era
Latin America’s disappointing returns in the 1990s are no guide to Private
Equity investment in the region in 2009, say Joaquín Avila of Carlyle
Partners and KPMG’s Rustom Kharegat
Why do you think Latin America growth of more responsible, less means opportunities for Private workforce, while Colombia and Peru
is so appealing to Private Equity “Many Latin American politically-motivated financial Equity investment as wealth rises
“There are many
are rich in resources. But Mexico has
investors at the moment? management within some Latin among the population and domestic suffered during the downturn; for a
JA For three reasons, I think. Firstly,
countries are relatively American economies. demand increases. sectors in Latin long time it has been dependent on
prices are decreasing significantly at resource-rich and well America that are either outsourced American manufacturing,
the moment due to the economic positioned as Which sectors do you see thriving What are the potential risks for and that market has been very much
turmoil we are experiencing. in the current economic climate? investors in the region? experiencing natural affected by the recession. Argentina’s
Secondly, the banking sector is in exporters” JA There is definitely potential for RK Latin America has done a lot of growth, or are very macro economy also remains weak,
very good shape, and there is a real consolidation within healthcare in business with economies that want while many of its businesses remain
possibility of bank funding in the very Mexico, with only 100 hospitals with its commodities, such as oil or steel, hungry for investment.
near future, even though it’s not more than 50 beds in the country. but recently both demand and pricing
possible at the moment. Finally, there Many other Latin American industries have diminished, which will certainly can foreign Private Equity houses
are many sectors in Latin America with strong growth potential due to affect businesses such as these. still do business in Latin America,
that are either experiencing natural domestic demand are just as JA Going into minority situations in and if so where should they
growth, or are very fragmented. fragmented. Sales are another some countries with a lot of state be looking?
RK Latin America’s profile has risen growing sector as there is much interference might also be tough. It’s JA Doing Private Equity deals from
dramatically during the downturn – more potential to attract sales not impossible, but it depends on behind a desk in another part of the
not least because a number of representatives during the downturn. who your real counterparty is. world and relying on law firms to do
established players in global Private Servicing the base of the pyramid is Another mistake would be in relying due diligence is a recipe for disaster.
Equity have had considerable another segment that offers too much on the public markets as an When looking to do business in Latin
success there. Latin American Private interesting potential. In Mexico we exit. At this time, you need to focus America localizing your concepts is
Equity deals are now within range of have a catalogue company selling on creating value. Change the vital. It’s very different to investing in
some North American funds that are door-to-door, which has grown by strategy of your investments, support the U.S., for instance. When there’s a
being redirected. more than 10 percent per year in real the management and find new huge deal in the U.S., every house
terms. A driver of this business is the markets for it, but don’t look for an will look at it, and that’s rarely the
If recent history is any guide, many Rustom Kharegat – Global Head of capacity to attract customers that will IPO in Latin America. Joaquín Avila – Managing Director, case in Latin America. The average
investors will perhaps be wary of Private Equity, KPMG in the UK buy and re-sell our products. The Carlyle, Mexico City transaction is US$40 or US$50
investing in Latin American deals. firstname.lastname@example.org impact of the downturn depends on What regional differences do you email@example.com million, and that’s not exciting for
Is this justified? which sector you choose to invest in. see within Latin America during the big firms of the world.
JA For many people this may have Rustom Kharegat leads KPMG’s RK Many Latin American countries the current economic climate? Joaquín Avila is a Managing Director RK Look at the volume of Private
been true in the 1990s. More Global Private Equity and Sovereign are relatively resource-rich and well JA Countries like Peru and Colombia for Carlyle, focused on buyout Equity investment in Latin America.
recently, however, some investors Wealth Fund Practices. Rustom is positioned as exporters, while other are popular at the moment because investment opportunities. He is Though investment has certainly
have received excellent returns on global lead partner for KPMG firms’ parts of the world are looking to their economies are working based in Mexico City. Prior to joining risen, the region remains largely
their money. clients such as CVC, Permira and achieve things like food security. relatively well, and their economic Carlyle, Mr. Avila was a Managing under-invested when you compare it
RK That’s right. Any discouraging Cinven and has led some of the Many countries also need to upgrade situation is very stable. Director and Head of Latin America to other emerging economies. I
past performance was due to the largest and most complex worldwide infrastructure. The current levels of RK You can’t ignore the fact that for Lehman Brothers, and has more therefore believe there is
economic policies of the time. One of transactions for several financial economic growth in many Latin Brazil and Mexico dominate than 20 years investment experience considerable scope for deeper and
the most encouraging progressions buyers in a number of industries. American countries are higher than in investment in the region. Also, Chile, in the region. wider Private Equity investment in
of the last five years has been the North America or Europe, which for example, has a widely admired Latin America.
08 focus on | mExicO 09
Strength and stability
Mexico’s sound macroeconomics and favorable demographics
offer a firm platform for investment
“Investors in the country
Overview can expect to find a market analysis
Victor Esquivel – Partner, KPMG in Mexico friendly foreign KPMG in Mexico estimates that foreseeable future, and so deals
firstname.lastname@example.org investment regime with the country captures between 10 will tend to be smaller growth n The 2005 Securities Market Law
improved standards of and 15 percent of Latin America’s capital investments. Thirdly, even introduced protection for minority
Private Equity investment; less in a benign environment, there is shareholders, including limits on
than US$1 of every US$20 of little chance of an IPO exit for restricted stock.
s the only Latin American country that is part of the
Mexico’s foreign direct investment growth companies in Mexico.
North American Free Trade Agreement and the (FDI) is a Private Equity Exits are almost exclusively made n A legal framework – the
Organisation for Economic Co-operation and investment. This, however, rather through strategic sales. Sociedades Anominas Promotoras
Development (OECD), Mexico is the Latin American country undervalues Mexico’s potential. On the other hand, Mexico has de Inversion (SAPI) – provides an
Tax implications Three structural problems huge potential. Unemployment is investment vehicle with regulation
most affected by the economic crisis in the U.S.A. GDP presently constrict Mexico’s the lowest in any country within on traditional Private Equity
growth rates have been above 4 percent since 2005, but the n Dividend payments are not subject Private Equity market: Firstly, the OECD, with an emerging mechanisms (drag-along, tag-along
International Monetary Fund (IMF) estimate these rates are to any withholding tax. Capital Private Equity investment tends to middle class demanding products rights, etc), creating a balance
gains tax is payable according to come from offshore funds. such as investment-ready financial between oversight and cost for
likely to dip to around 0.3 percent in 2009 and 2.1 in 2010.
specific rules for foreign residents Mexico’s US$80 billion pension services. Gross domestic product smaller, fast-growing companies.
And yet Mexico still offers strong and stable macroeconomic and tax treaty benefits may apply. funds cannot be invested in (GDP) has arguably been
fundamentals, a growing middle-class and a scarcity of Private Equity as an asset class restricted by a lack of investment n Investment regime restrictions on
financing for small and middle-sized companies (SMCs), which n The flat corporate tax regime, in yet. And a collapse in foreign in medium-sized businesses, and institutional investors limit
effect since 2008, sets tax rates fundraising may have a greater there is no shortage of investment participation by local pension funds
provide significant opportunities for Private Equity investment.
at 17 percent in 2009 and 17.5 impact on Mexico than on other targets in the US$20 million - and insurers in this asset class.
The previous two administrations have been Private Equity percent in 2010. Companies are areas. Secondly, the majority of US$50 million range. If U.S. funds
supporters, and the regulatory reforms they introduced are required to pay the higher of the Mexico’s banks are foreign- need to spread their investments,
Trends in planned investment in
beginning to be felt. corporate income tax (currently owned. Access to debt will be they will find opportunities on
mexico over five years
at 28 percent) or the flat severely restricted in the their southern border.
Investors in the country can expect to find a friendly foreign corporate tax. 2009 45%
investment regime with improved standards of corporate
governance and increased protection for minority shareholder Planned investment in mexico 2009-10 Points of view... 2007 45%
rights. Mexico’s stronger entrepreneurial activity generally and actual investment in mexico 2006 34%
resides in the northern part of the country, with an in 2008
“ mexico’s move to a flat tax rate “ There is definitely potential 2005 36%
improvement in support programs for new business start-ups aims to simplify the system, and for consolidation within % 0 20 40 60 80 100
2009 to 2010 45%
sponsored by the government. Much of the growth and to broaden the tax base” healthcare in mexico”
Jose Leiman, Director, International Joaquín Avila, Managing Director, Carlyle, Source: KPMG in the U.S.A. survey 2009
investment prospects for SMCs have been funded with %0 20 40 60 80 100 Corporate Tax Services, KPMG in the U.S.A. Mexico City
internal resources or through private investors.
Source: KPMG in the U.S.A. survey 2009
10 focus on | Brazil 11
Golden opportunity Points of view...
“Brazil’s financial system is well
Brazil’s investment-friendly government helps to make it one of the most regulated and major banks have
low risk exposure. Private Equity
attractive regions for Private Equity in Latin America deal flow remains strong”
José Carlos Simões,
Partner KPMG in Brazil
Brazil’s diversified export market in 2008 the following individual
Overview The measure of imports and exports
is still less than 25 percent of GDP.
Private Equity investments were made
in a range of sectors (total 12):
Brazil’s markets are mostly internal, regulatory issues Tax implications
José Carlos Simões – Partner KPMG in Brazil,
and unlike Mexico it does not rely
Transaction and Forensic Service, National Head of financial and insurance services 6
overwhelmingly on trade with n In 2000, the New Market was n Foreign investors pay no capital
Private Equity – email@example.com Real estate 3
the u.s.A. established at the BM&F Bovespa, gains tax and foreign investors
the São Paulo-based stock chemical & petrochemical negotiating at the BM&F
Hotels & restaurants
Export partners, % of total exchange. Growing businesses Bovespa pay no income tax,
razil’s minor economic miracle has produced years of Retail & shopping centres
may exit out of the Bovespa as a subject to conditions.
growth, an emerging middle class, a healthy Private Latin America and
Transport & railway
caribbean: 26% services
Equity community, an entrepreneurial business n Depending on the country of
other: 18% oil & gas 2
environment, a democratic regime, economic stability and a n Although Brazil’s judicial system residence, foreign investors may
food & drink
Middle East: 4% is inefficient at resolving be able to avoid double taxation.
clear legal framework that encourages investment. Africa: 5% % commercial disputes, the 1996
Undoubtedly the country has been hit hard by the global china: 9% law of arbitration has been Transport n Open pension funds can invest
economic crisis: production has fallen 14.5 percent year-on- u.s.A.: 14% successful at keeping disputes sugar and ethanol up to 50 percent of reserves in
out of court. stocks, and insurance companies
year, according to the Brazilian Institute of Geography and European union: 24% Telecommunications & media 1
Wood & paper
up to 49 percent. Pension funds
Statistics. Yet Brazil seems to be insulated from the very worst Source: Secretaria de Comércio Exterior (SECEX) do n Listed companies must use GAAP, can invest 20 percent of reserves
of the crisis. It is by far Latin America’s largest economy, with Ministério do Desenvolvimento,
and regulations requiring both Hospital & clinical analysis labs in local Private Equity funds.
Indústria e Comércio Exterior (MDIC)
strong fiscal controls, low inflation, and steady GDP growth. public and private companies must
use Brazilian GAAP. Source: KPMG in Brazil PE Practice Research
Brazil’s banking sector does not depend on the U.S.A. and its
economy does not rely on a single major trading partner. The
impact of the downturn on Brazil has not been the same as Market analysis
that noted in other countries, and according to the IMF, the
Until 2008, Brazilian fundraising via the BM&F Bovespa, where they Most of Brazil’s investments have companies into the arms of waiting
World Bank and the OECD, the country will continue to and investing boomed. ABVCAP, outperformed other issues by a been done with little or no leverage. local Private Equity firms.
weather the downturn. the Brazilian Private Equity factor of 2.5. Despite the strength of Brazil’s Between 2001 and 2005 the
The government is business-friendly, installing tax and association, calculates that US$26 Now the IPO exit route is closed, banking sector, the use of local or average deal size was around US$20
billion had been raised in funds up exits will be more difficult to find in external finance and debt is not often million, growing between 2006 and
governance policies that aim to entice Private Equity
to June 2008, with US$11 billion the short term, although there are part of the strategy. The absence of 2007 to around US$80 million. In
investment, such as conditional relief for foreign investors still to be invested. One of the many regional Brazilian firms looking such financing does not affect the 2008, one deal was done at around
from capital gains, income tax and double taxation. reasons for this is that Brazil, alone to consolidate. Last year, based on strategies of many Private Equity US$300 million, but growth capital
among Latin American countries, public information, KPMG in Brazil investors. By starving growing investments will probably return to
has offered a flow of IPO exits. observed 663 M&A transactions in businesses of working or pre-2008 figures. Most successful
ABVCAP’s figures show 60 the country, only 39 (5.9 percent) development capital, the credit Private Equity investors have a
percent of investment exits were involving Private Equity. crunch may propel some Brazilian strong local presence.
12 focus on | Colombia focus on | aRgentina 13
ambition and innovation Weathering the storm
Colombia’s enterprising government seeks investors Former Private Equity hotspot Argentina still holds opportunities despite
cautious investment forecasts
Camilo gonzalez – Director, Advisory Services
Regulatory issues Regulatory issues
mariano Sanchez – Partner, Transaction Services
KPMG in Colombia
KPMG in Argentina
firstname.lastname@example.org n Pension funds can invest 10 percent n Argentina generally has very
of their assets in Private Equity. good standards of accounting
n Investors in certain industries can
espite the timing of the global credit crunch, Colombia’s espite its history of Private Equity investment, Argentina is
establish themselves as single- n In October 2008 the President
ambitious and innovative government has nevertheless put company free trade zones. probably not a priority destination for investors in the near- signed a bill to nationalize the
in place the structural reforms that investors need. This term; KPMG’s survey of stakeholders showed that 11 country’s 10 private-pension funds,
has been rewarded with renewed interest from Private Equity n The legal stability pact allows percent focussed their investments in Argentina in 2008, but only making investment in this sector
investors to sign a contract with more problematic.
investors; our 2009 survey shows Colombia as third only to Brazil the government, which guarantees 7 percent still considered it a focus in 2009 and 2010.
and Mexico as a potential destination for investment. the financial regulations in Argentina has plenty of opportunity: a well-developed economy n While laws provide shareholder
For a country where it was once hazardous for a successful operation today will persist for the and many well-managed target businesses. However, it also has a protection, some local managers
next 20 years. If conditions can be hostile to what they see as
businessman to walk down the street, this renewed confidence populist president who oversaw the shock nationalization of
improve, businesses may choose outside interference.
has been a dramatic change, and for the entrepreneurs and to operate under the new regime. Argentina’s pension funds at the end of 2008, which prevented
citizens of Colombia, starved of investment since the 1980s, it is the country defaulting on its international debt.
long overdue. Colombia is a country with investment opportunities Foreign direct investment According to the Argentina Commercial Banking Report Q1 2009 (millions pesos)
everywhere you look: from medicine to infrastructure, from (ACBR), the country’s economic growth will fall to 0.6 percent in
tourism to financial services. Provided the political environment 2009 from 6.8 percent in 2008, making Argentina a risky 475,876
2007 2007 386,305
remains stable, it may be one of the major beneficiaries of this destination, not least because those exits previously available
2006 FDI was 2006 326,276
generation of Private Equity investments. 2005
billion up to
through strategic buyers or IPOs are no longer possible.
2004 reached 2004 237,567
market analysis 2003
billion for market analysis 2003 193,482
2002 2008 in Q4
With the LAVCA showing that in 2008 12 more are raising capital. Potential 2001
The dominant story in Argentina is the owned and starved of investment.
Colombia’s Private Equity investment markets include medical tourism (with weakness of its macro economy; There are also many educated,
2000 0 100k 200k 300k 400k 500k
was just 0.04 percent of GDP, existing hospitals offering lower-cost surgery many public equity investors pulled entrepreneurial businesspeople who
0 2 4 6 8 10 12
investment is hard to spot. Yet with targeting 45 million uninsured out of Argentina after the recession of are keen to expand. The success of
US$Billion Argentina’s household consumption has
growth of 7.7 percent in 2007 and 4.0 Americans). Colombia is also Latin 2001 and the country’s recent five- Dolphin Management Fund in buying
increased dramatically since the recession
percent in 2008, Colombia’s economy America’s second-largest producer fDI has been growing every year since 2003, year-long economic boom is well and many strategic energy companies of 2001-2002
is resisting the downturn and is of biofuels after Brazil, and is fast reaching almost us$10 billion for 2008 truly over according to the ACBR. since 2003 shows that infrastructure
becoming a target for Private Equity. emerging as a destination for Yet opportunities persist. Many mid- investments remain, even though
Seven local funds are operating, and business process outsourcing. Source: National Statistics Department sized businesses are still family- they are not currently profitable. Source: IMF
14 kPmg sErvicEs 15
Our global methodology
kPmg has member firms in countries of work with an innovative approach.
across Latin America, including Brazil, regardless of where we are based we 1 Fundraising How do your funds
benchmark against others, and
is your exposure to tax mitigated?
Argentina, mexico, colombia, Peru and act as one team, adapting to the needs
KPMG firms’ experience and
chile. Underlying our approach is our of clients and working together to provide knowledge of tax, regulatory and
methodology – no matter where our them with the answers they need to compliance issues helps your
clients are active, kPmg firms are make the best decisions on their deals fund managers perform to their
committed to providing a high standard and investments.
2 Deal origination How will the
business grow? What is the
investment case? Does it fit your
“Our Private Equity teams are investment criteria? One of the keys
to successful investing is identifying
6 1 structured to be responsive and working up appropriate
and mobile” opportunities in your market. Our
Realization Fundraising Rustom Kharegat, Global Head of Private Equity, in-country teams can help make
KPMG in the UK the case for investment.
3 Evaluation and investment Our
firms’ local knowledge helps uncover
the potential value in the deal by
assessing the dynamics and drivers in
the market, predicting the key
challenges, and compiling robust due
diligence and tax reports.
5 Private Equity 2 4 Plan delivery What are the options
for performance improvement? How
do you finance your target
grooming Lifecycle origination
investments? Strategic advice can
dramatically improve the speed and
effectiveness of such initiatives.
“kPmg member firms aim to 5 Exit grooming Before exit the
financials need to be in order, which
is an important differentiator of value
provide Private Equity clients and a key to attracting exit partners.
with an integrated, tailored Exit options need to be evaluated,
service of the highest standard and done deals need to be
benchmarked in order to be certain
4 3 executed through a single point you have achieved full value.
Evaluation and of contact who can direct our
Investment teams to support you from
anywhere in the world”
6 Realization Have your tax liabilities
been minimized, and has the auction
been run effectively?
Timothy P. Flynn, Chairman, KPMG International