14 FINANCING BRAZIL BRAZIL CONFIDENTIAL DATE 2011 PRIVATE EDUITY TAKES DFF, PUSHING VALUATIDNS UP many are dose to writing eommitments, he says. Others agree that the industry is on the cusp, Most believe $S-7bnis areasonable estimate for this year with Patrice Etlin, managing partner of the giant Brazilian operations of Advent International, predieting $6bn. That is driving EBIDTA valuations sometimes into double digits ereating a high hurdle for private equity investments. In the retail seetor, for example, blue ehips such as Lojas Renner and Pão de Açúcar, are at record valuations. Average valuations in private equity are running to six times annual EBITDA,managers say. "There are not cheap assets in Brazil any more," says one. KEYPOINTS > The technical c:hallenges in the pre-salt area are c:onsiderable. > Prupused new legislation would nbring in produc:tion sharing agreements that make business less attrac:tive for the private sec:tor. > Lucal contenl rules are to inc:rease, again reduc:ing the space for the private sec:tor. >Newsafety requirements and higher insuranc:e - post-Macondo spill - wiIl inc:rease cnsts, Fund Buws Foreign investors have been tuming to Brazil to offset weak economic growth at home. A large number of foreign pension funds, family offices, endowments and direct investments are looking at the market, says Mr Regueira. Foreign firms have struck up joint ventures with existing Brazilian funds to hit the ground running. Blackstone bought a 40 per cent stake in Pátria, one of the most respected funds in the country for an undisdosed sum in September, The firm plans to invest sr-zbn in Brazil over two years, according to Steve Schwarzman, Blackstone's chief executive. The Brazilian firm is spread across sectors induding consumer, retail, real estate and infrastructure. Earlier this year, Buenos Aires-headquartered SouthPetroleo Brasileiro SA headquarters em Cross raised si.zbn and is looking for buy-out opporin Rio de Janeiro, Brazil tunities via its Brazilian office. Warburg Pincus has teamed up with Tarpon Investimentos to invest R$3som BraziI is a hrighl spot on lhe oiIindustr(s in a renewable energy fund Omega. The investment represents the US company's return to the Brazilian market map bul lhe pre-sall araa could be hazardous. We lake a dose look ai lhe risks. after a near 10year absence. Even highly specialist funds are taking their first ew private equity managers and money are steps. Silver Lake ofMenlo Park, California, made its first pouring into Brazil with locaIs excited by the Latin investment in Brazilian internet specialist Locaweb leveI of interest and forecasting greater i~.~ Serviços de internet. San Francisco-based specialist Buris raising $100m to invest in biotechnology compaflows through next year. Many foreign firms have launched in the country this year thanks to eco- nies throughout Brazil. At the other end of the spectrum are the giant Brazilnomic growth and recent industry performance. The downside is that many of the newcomers are foeused on ian banks which have the resources to invest and an uninvesting in larger eompanies and the wall of money is matched depth of contacts. Itaú-Unibanco has an 80 per driving asset values up fast just as the govemment is cent share in start-up private equity specialist Kinea Investimentos with partners owning the remainder. trying to slam the brakes on private equity to contain thereal. Itaú provided seed capital of Rszçom and the high "I see a real possibility of a major flowin funds with as street bank's name has helped it recruit investors and open the door to companies, says Cristiano Lauretti, mueh as $10-20bn in 2010-11," says Mareus Regueira, managing partner at Kinea in São Paulo. Itaú has 40 per founder of Belo Horizonte-based FIR Capital and former cent of the high net worth market, defined as those with president of the Brazilian Private Equíty and Venture Rsioom or more to invest, making it an ideal partner for Capital Association (ABVCAP~The attitude and how Kinea in raising funds, he notes. Kinea has already stitutional investors are talking aboutBrazil has ehanged: N rin rn:- ® 15 FINANCE BRAZIL PRIVA TE EOUITY TAKES DFF, PUSHING VALUATIDNS UP Guillherme Bastos INSIGHT MAKlNG MINING EASIER Chinese join lhe Cl'uwd as private sectar prepares lar new bidding rounds. Two years ago, a successful $pbn IPO by OGX symbolised the growth of intemational interest in Brazilian oil. But it is perhaps significant that - so far at least - the company, which is part of the EBX industrial conglomerate owned by billionaire Eike Batista - is not part of the pre-salt story. The company expects to begin producing by the middle of next year but its estimated reserves - of about 4bn barrels - in the Campos and Santos Basin reserves are above the salt layer. The company has sti1l to qualify as a deep water operator, but Paulo Mendonça, the company's chief executive says: "Brazil is bigger than the pre-salt. " Indeed, activity in the IPO market this year has focused on other areas. HRT, which raised more than $1.sbn in an October IPO, has a portfolio which includes 21blocks in the Solimões Basin in Amazonas state with potential reserves of about I.S3bn barrels of oil Karoon, the Australian group which postponeda $773m IPO in November, had also been largelyfocusing outside the pre-salt area, and so is Q..ueiroz GaIvão, the conglomerate which plans to float its oil and gas interests earlynext year. Merger and acquisition activitytoo has seen big intemational oil majors reducing their risks and gain access to capital, as theywait forthe approval of new legislation and a resumption ofbidding rounds. Repsol YPF of Spain sold 40 per cent of its sub-salt assets for $pbn to Sinopec, china's Petrochemical Corporation, in October. In May, Norway's Statoil agreed to sell ao per cent of the Peregrino field [ofheavy oil] that borders OGX's blocks in Campos to Sinochem Group. [Statoil, however, will be the operator in the reservoirs, which are set to start production in early 2011.] Both those deals reflected growing Chinese interest in 8razilian oil And talring a typically long-term view, the Chinese appear to be as enthusiastic about pre-saIt as theyare about less riskyareas. There is speculation that a Chinese companycould buythe joper cent stake that in seven shallow water fields in the Campos Basin that OGX is looking to unload. OGX discovered oil in 21 of the 22wells it had drilled. But then again, China is mentioned when ever there is speculation about a Brazilian deal. "The door to my office has not stopped swinging," says one official at the industry regulator ANP, commenting on a succession of Asian visitors that he has received. Proposed regulation changes thatwould limit the participation in the pre-saIt blocks may make the already geologically challenging fields even less attractive to westem oil industrymajors but not necessarilyto the Chinese, "Theywould be perfect1y happyto take an equityinterest and allow Petrobras to operate as it wants," says one long es- BRAZIL CONFIDENTIAL DATE 2011 @ raised some R$200m in capital for its planned first transaction, "Itaú's private banking group helped us reach family offices, many of whom had not invested in private equity before," says Mr Lauretti. "It also gives us a compelling story at a time when even getting in to see management of target companies can be difficult," he claims. The expansion of the industry is far from over and there are more competitors waiting in thewings. "We see a lot of interest. I get visits every week from investors wanting to understand the market," says Mr Etlin. That has made hiring and retention a very real challenge for the industry. "Training and retention has been a major topic in the industry over the last five years," says Mr Etlin. Advent started a trainee programme in 2003 to bring in talent through a selection process in which suecessful candidates receive support to take an MBA in the USo"You have to create a pool of talent that's closer to you,"hesays. Strategies and Sectors The large number of new, very large private equity managers in Brazil is causing concerns about valuations and some managers privately question whether big players are concentrating firepower on a small segment of the market. Most large investors, including GP Investimentos, Pátria, Carlyle, APAX and Southern Cross, tend to be concentrated on investrnents in large companies and buy-outs as opposed to minority investments, says one manager. Advent operates in this end of the market and has stepped on the brakes in Brazil. "We are more cautious on Brazil. Our pace of investrnent this year in Brazil has slowed down compared to 2009, as we are keeping our discipline in entry valuations. We have the benefit ofbeing a Latam fund and are also very active in other countries in the region," says Mr Etlin. The very large transactions end of the market is a <e Rising steel and chemicals imports ••• Shenzhen Development Bank Ningbo _ .•.. - ~Pudo~g Developmenl Bank 2009 2010H 79.08 73.84 73.92 72.92 71.71 72.72 Hua Xia -------_._--- 73.96 72.79 Minsheng 78.28 72.36 Merchant -----_._-- 73.74 75.94 Nanjing 65.63 60.24 77.88 78.37 Industrial ............. __ ..__ _-_ _ . _-_._._ 61.44 --_ ..__ .__ .__ .. ...__ .._---_ .._._ ....__ ._ .... _----_._._._-_ .._------_ ... 43.16 ABC 44.66 --------------------- ._------Beijing 61.19 BoCom 77.54 76.6 ICBC 58.63 58.66 77.25 Everbright 81.16 CCB 60.24 62.26 BOC 73.45 74.25 CITIC 79.41 73.21 Source: Company reports, China Confidential FINANCE BRAZIL PRIVA TE EOUITY TAKES DFF, PUSHINO VALUATIDNS UP 16 BRAZIL CDNFIDENTIAL DATE 2011 9 very crowded niche, says Luiz Eugenio Figueiredo, vice president at ABVCAP.At the same time, owners of companies are getting more sophisticated and calling in financial advisers to help them get the best valuation driving up prices, he notes. Foreign investors also need to take into account the high level of currency, he says. Themes in the private equity industry are similar to those in public equity, with attention focused on consumer-related stocks and infrastructure plays. With share prices rocketing for the most popular sectors on Bovespa, private equity is emerging as a powerful way of tapping these markets. That is especiallythe case as these sectors are under-represented on Bovespa. That listed consumer stocks have done very well may not be obvious at first glance as Petrobras has dragged down key Bovespa indexes. However, smaller cap stocks and particularly consumer-oriented ones in retail, financial and IT are at record levels, according to MrEtlin. Given high valuations for large companies that have the option of turning to the stock market, there is more space for investrnent in small- and medium-sized business, thinks Mr Figueiredo. The area is more fiddly and difficult to research and requires a local presence. Angel and seed capital and private equity for small companies is growing fast but are not showing up in statistics in Brazil, he reckons. That's because the transactions are neither heavily publicized by the parties involved nor do' they make headlines. "The feeling is that not much is happening, but it is," he says. Firms specializing in smaller investrnents include Antera (Rio de Janeiro), CRP (Porto Alegre), FIR Capital and Stratus (São Paulo). tries related to construction such as equipment and materials. The fund is also ..analysing opportunities in health and education, although no deal has been signed so faro FIR Capital concentrates on smaller companies where Brazil has a global competitive ad- 'Visit São Paulo or Rio de vantage in areas such as mining, IT and tour- Janeiro these days and the signs 01 Bmsils new lound 15m. Rio Bravo has ma de two recent R$2ym in- prosperity and seli-coniivestrnents in the north-east. One is Multdia, dence are everywhere" a processor and distributor of foods, specializing in baby foods, in Natal, Rio Grande do Norte. "This is a dynarnic company and the distribution business allows us to go deep into the interior where infrastructure is very weak," says Mr Silvestri. Giant Advent is looking to spread its wings geographically and already has investrnents in the south of Brazil and Minas Gerais state. However, Mr Etlin points to some of the pitfalls. "We found that when you go out of the main cities it becomes difficult to attract top tier management teams. Brazilian chief executives and finance directors don't like to live in smaller cities. This is very different to the USoThe big challenge in moving out of the São Paulo-Rio axis is finding human talent," he says. 01 Foreign interest In the future, Advent is interested in infrastructure is likely to remain plays as well as continuing a strategy to look at regions. strong and will Mr Etlin is studying opportunities in ports and airports. continue to drive The firm has an edge in this sector as Advent has signifiup valuations on cant experience in Mexico and the Caribbean and can Brazilian deals, bring that expertise to Brazil, he says. His team is analyzesper:ially those ing airportregulations and he is confident that newrnodinvolving bigger eis will emerge. That optimism comes in spite of a lack of r:ompanies. coherence and progress and the state-run airport infrastructure group Infraero' 5 allergy to the idea. 02 The best value "The new govemment will have to deal with airports Sectors investments may well be outside the even though president-elect Dilma Rousseff is more Private equitymanagers need to specialise and be nimble and look at areas well off the radar screen of the big wary of privatizations and concessions," says Mr Etlin. most developed players and at regions, says Mr Silvestri. Rio Bravo is He points to the concession model at Natal's airport and south and southcalls this a test scheme, which could serve for other air- east DfBrazil. Little launching its North -East Two Fund, looking at compaports if successful. The proposed airport concession is known northem and nies with between $so-lQom in revenues in the region, north-eastem states for 28years with estimated investments of'Rsôyorn. henotes. may offer particuStill, even these niche areas are being cluster bombed The focus is on capturlng the increase in consumpby investrnent banks and private equity firms looking to larly rir:h pir:kings. tion through food processing, special retail and indusThey are expanding buy stakes. One private equity leader recounts a story from a low base but that is common to the industry. On visiting a small disposable income pharmaceutical <::gID.!2any in southern Brazil, the owner, is rising quíckly Rising steel and chemicals imports ... without prornpting, announced he would only sell his making for interest_ Proportion of respondents interested in home purchase (RH~ business as 12times EBITDA or more. "Business owners ing possibilities in -Average Household Income (LHS) are really focused on the price that you'll pay and beareas such as retail. Rmb 1.000/month cause they have been pitched so much, they are knowl200 --------------------------------------300k edgeable," says the banker. "We could be running head03 Watch for any first into a brick wall," says another. \ 25% potential fall-out 150 At the same time, ABVCAP has been fighting a rear- from moves to 20% guard action to secure an exemption on the industry tax or controls on 100 from a financial transaction tax, the IOF, which was in- capital flows. The 15% ínenming govemcreased a second time to 6 per cent on October 18.Indus50 10% ment oí DUma try leaders recognise that the tax may be necessary 5% 0'-'••••• -to slow short-term portfolio investrnent but argue pri- Rousseff will do all 25-29 30-35 36-40 >40 Age <25 vate equity, which invests for the long-term, should be it can to reduce the value ní the real. exemp 1,700 words .• Source.Oeelopmeot, Induslry and fureign Trade Minislry lImlml l1!I]lljJJ