Diapositiva 1
Transcription
Diapositiva 1
INDEPENDENCE EXCELLENCE TRADITION Corporate Presentation 2011 History Brasilpar is one of the most important and traditional independent financial advisory boutiques in Brazil From 1980 onwards, after capital contributions by important partners, such as Pão de Açúcar, Multibras Since 1996, after the sale of the (Whirlpool), IFC/World Bank, Brasilpar launched asset and managed three private equity funds Grupo Sul America and the spin-off 1996 - 2011 Founded in 1976 as a jointventure between Unibanco and of management the private exclusively corporate inflow of risk capital into Brazil, services was one of the 1984 country’s first venture capital companies In 1984, the scope of Brasilpar was increased by offering corporate advisory services. Since then, numerous transactions 1976 were concluded in the areas of M&A, corporate restructuring, privatizations, public private partnerships, and capital markets Confidential equity to business, Brasilpar has dedicated itself 1980 Banque Paribas to stimulate the Brasilpar business 2 access to the to finance M&A and advisory exclusively dedicated to M&A and corporate finance advisory. Full commitment to Highly experienced team blending top analytical, structuring and negotiation skills. Tradition Independent company, Excellence Independence Brasilpar: Independence, Excellence and Tradition Most traditional financial advisory boutique in Brazil. Extremely well regarded Impeccable record of for integrity by the client objectives with no excellence in execution Brazilian business conflicts of interest. with absolute community confidentiality. Confidential 3 Offerings Mergers & Acquisitions Market screening and identification of opportunities Preparation of companies for a sales process Identification and approach of potential investors Identification and approach of potential targets Corporate Finance Corporate restructuring Business diversification and expansion Fairness opinions Cash flow analysis under stress scenarios Development of financial restructuring plan Optimization of capital structure Identification and disposal of assets Preparation to go public Negotiation with lenders Access to debt capital markets Assistance to obtain new sources of funding Valuation Design and execution of negotiation strategies Due diligence coordination Confidential Restructuring 4 Brasilpar’s Team Brasilpar’s team is composed of highly qualified and experienced professionals and has the support of an independent advisory board Antonio C. Molina Advisory Board Fernando Sotelino Horacio Lafer Piva Luiz Felipe Sá Moreira Filho Luiz Eduardo Costa Managing Partners Luiz Roberto C. Pereira Tom Waslander Partners Gustavo Arruda Kobinger Henrique Maia Felipe Shinomata Analytical Team Samantha Cardoso Thiago Pellicciari Confidential 5 Selected Engagements 2007-2011 (1/2) Buy-side advisor of Marubeni Corporation in relation to the acquisition of Terlogs Terminal Maritímo (closed in 2011) Strategic and financial advisor of Banco do Brasil, Bradesco, Caixa Economica Federal, IFC, Itaú, Santander, among others, in relation to securitization company Cibrasec (2010-2011) Sell-side advisor of a leading global chemical company in relation to the divestiture of a non-core business (2010-2011) Buy-side advisor of biotechnology company Amyris in relation to the purchase of sugar and ethanol companies (2009-2010) Sell-side advisor of Schahin Group in relation to the sale of its vehicle monitoring business Controlsat to private equity firm Patria / Blackstone (closed in 2009) Buy-side advisor of Bunge Group in relation to the acquisition of leading sugar and ethanol group Nova America (2008-2009) Sell side advisor of ABN AMRO, Citigroup, EDS and Unibanco in relation to the sale of its data transmission business Interchange (closed in 2008) • Sell-side advisor of the owners of vehicle monitoring company Rodosis in relation to the sale of the company to private equity firm Patria / Blackstone (closed in 2008) Confidential 6 Selected Engagements 2007-2011 (2/2) Sell-side advisor of the owners of sugar and ethanol group Unialco in relation to the sale of shares to CEB – Clearn Energy Brazil (closed in 2008) Sell-side advisor of the owners of market research company Alfacom to Ipsos (closed in 2008) Sell-side advisor of the owners of logistics services company E-Service to AGV Logistica / Equity International (closed in 2008) Sell-side advisor of the Fukada family in relation to the sale of snack company Lucky to Pepsi (closed in 2007) Buy-side advisor of Indian company Pidilite in relation to the purchase of a Brazilian industrial adhesives company (closed in 2007) Sell-side advisor of the owners of sugar and ethanol company Albertina in relation to an association with Norse Energy and other Norwegian investors (closed in 2007) Sell-side advisor of the owners of fertilizer company Produquímica to private equity firm Artesia (closed in 2007) Fairness Opinion about the value of listed fertilizer company Fertibrás in the context of its delisting and sale to Yara International (2007) Confidential 7 Selected Transactions (1/3) Purchase of 74,5% of capital of Association with Sale of 100% of capital to Sale of 100% of capital to Fairness Opinion for a corporate restructuring of Sale of 100% of capital to Sales of 100% of capital to Purchase of participation of capital of Sale of 100% of capital to Sale of 50% of capital to Capital raising in Norway, UK and USA Sale of 75% of capital to Sale of 100% of capital to Evaluation of its shopping centers and other businesses Artesia Capital Management Association with Confidential Fairness Opinion to delist Purchase of 25,4% of capital of Fairness Opinion 8 Selected Transactions (2/3) Sale of 12% of capital to Sale of 100% of capital to Purchase of the insurance business of Valuation Sale of 40% of capital of Newtechnos para Financial Restructuring Sale of 100% of capital of Siderúrgica Nossa Senhora Aparecida to Valuation for IPO of Sale of a corn milling unit to Valuation and study of strategic alternatives Sale of its participation in Sale of 51% of capital to Valuation and study of strategic alternatives Valuation and study of strategic alternatives to Sale of its participation in Confidential Sale of 100% of capital to Sale of 100% of capital to Sale of its participation in 9 Selected Transactions (3/3) Valuation of real estate assets Valuation Purchase of 100% of capital of Valuation of small aircraft business Sale of its participation in Sale of minority participation to Sale of 100% of capital to Sale of 100% of capital to to IPO Sale of 100% of capital of Financial and corporate restructuring Valuation to implement corporate restructuring to Confidential Sale of 100% of capital of Monydata to to Sale of its participation in Valuation and corporate restructuring Valuation and study of strategic alternatives Sale of 100% of capital of Aços Finos Piratini to Sale of 100% of capital of to 10 Managing Partners Luiz Eduardo Costa Luiz Roberto Carvalho Pereira Tom Waslander Confidential Luiz Eduardo held several key positions in international enterprises such as Citibank and ABN AMRO Bank, before joining Brasilpar. At ABN AMRO he was head of Corporate Finance for Latin America, where he was in charge of several of Latin America´s largest and most complex transactions, including the sale of Royal Ahold supermarket chain and secondary offerings of Vale do Rio Doce and Petrobrás shares. Luiz Eduardo began his career at Citibank, where he worked for 17 years, and for several years headed the Mergers and Acquisitions and Private Equity departments. He has an M.B.A. from the University of Southern California. Luiz Roberto has over 20 years of experience in investment banking. He joined Brasilpar after being a self-employed consultant for 15 years. Prior to this, Luiz worked at Citibank for 14 years in several capacities in retail banking, human resources, treasury and planning. He started his professional career at Ford. Luiz holds a Business Administration degree from Fundação Getúlio Vargas. Tom held several senior management positions in the Bunge Group, specializing in business development, M&A, finance and administration in the group´s main divisions: food, agribusiness and fertilizers. Before working for Bunge, Tom was a member of ING Baring´s Debt Capital Markets team, having helped several Brazilian companies that were new players on the Eurobond market, including the Votorantim Group. Tom´s former professional experience includes working at Booz, Allen & Hamilton, a management consulting company, where he was responsible for strategic and operational projects for financial institutions. Tom completed his Masters Degree in Business Administration from Rotterdam School of Management in Holland after studying at New York University's Stern School of Business and Bocconi in Milan. 11 Advisory Board Members Antonio Carlos Molina Fernando Sotelino Horácio Lafer Piva Luiz Felipe Sá Moreira Filho Confidential Molina was a partner at Brasilpar for 20 years, and became a member of the Board of Directors in 2006. He managed several important transactions such as the sales of Editora Moderna, Cia. São Geraldo de Viação and Cheque Cardápio. Prior to working at Brasilpar, Molina was a business strategy professor at FGV and strategic planning director at the Villares Group. Molina holds a B.SC degree in Production Engineering from USP, and an M.B.A from IMD, and attended several management courses at Harvard. Fernando Sotelino has been since 2005 a professor of international finance, business strategy for financial institutions, and bank regulation at the School of International and Public Affairs (SIPA) of Columbia University, in New York. He is also a member of the international advisory boards of Banco Finantia (Portugal) and the Vermont Law School (USA). He was coCEO and Wholesale Banking Group Head of Unibanco (then Brazil's third largest private sector bank) from 1998 to 2004, after seven years in charge of Unibanco’s international and investment banking divisions. Prior to joining Unibanco, he was managing director in charge of Citibank´s M&A and private equity activities in Brazil, and manager of Crocker Bank´s Specialized Finance Group in San Francisco, California (1979-1986), dedicated to corporate advisory and project financing situations in the U.S., Latin America and Asia. Sotelino holds a Master of Arts in economics and an MBA from Stanford University (1977), and a M.Sc. in industrial engineering (1972) and a B.Sc. in civil engineering from the Federal University of Rio de Janeiro (1971). A graduate in Economics with an M.A. degree in Business Administration from FGV, Horácio was President of FIESP, SESI, SENAI and SEBRAE, as well as a member of CNI´s Economic Policy Committee from 1998 to 2004. He is a board member of Klabin, Redecard, Martins and others. He is a member of the Group of Fifty, based in Washington. He plays an active role in several economic, social and cultural activities, as President of AACD and as board member of Fundação Antonio Prudente (Cancer Hospital), FAPESP, OSESP and others. He joined the Board of Directors of Brasilpar in 2005. A graduate in Economics from Mackenzie University, with a postgraduate degree in Administration from FGV. From 1997 until today, he is a Partner at KSM Serviços e Participações and Director at Triunfo Empreendimentos. From 1997 to 2002, he was the Executive Director at Ing Asset Management. He became the General Director at Comércio Participações and a member of the Administration Council of Banco Geral do Comércio (1992 – 1997). From 1982 to 1992, he was successively a New Investments Manager and Finance Engineering Director at Camargo Correa S. A Luiz worked as a Corporate Bank Manager at Citibank (1997-1982). 12 Av. Pres. Juscelino Kubitschek, 28 – 8º andar 04543-000 – São Paulo – SP - Brasil Fone/Fax: +5511 3709.4270 www.brasilpar.com.br Confidential 13