Focused on supporting Middle Market companies in expansion and capitalization projects.

Transcription

1 PRESENTATION

2 PLANCORP MERCHANT BANK CREDENTIALS Founded in 2003 (10 Years) Focused on supporting Middle Market companies in expansion and capitalization projects. Three Important Differentiation Features : Engages directly with Companies Strategy and Operations to design the best capital structure, according to Business Plan; Extensive network within Capital Market players (Brazil and USA); Operates as a Merchant Bank, through its own investment platform. 2

3 PLANCORP MERCHANT BANK CREDENTIALS Accredited with CVM (Comissão de Valores Mobiliários/Securities and Exchange Commission) for Advisory and Structuring Securities and Investment Banking Services. Affiliated to ABVCAP Associação Brasileira de Private Equity e Venture Capital/ Brazilian Association of Private Equity & Venture Capital. Partner at Monetiza Investimentos, accredited by CVM Comissão de Valores Mobiliários, to operate as an Asset Management Company. 3

4 BUSINESS DEVELOP. Partner & CEO TEAM PLANCORP SENIOR ASSOCIATES Adms Fin Legal Head Corporate Finance Head Structured Finance Head Project Finance Head Asset Management Head Business Development Head Private Equity Head Real Estate Busines Development RS CLIENTS Business Development SC Business Development PR Business Development SP Business Development RJ 4

5 SENIOR PARTNER & CEO JUAREZ SELEME Civil Engineer (UFPR/BR), CSS (HARVARD/USA) and MBA Finance & Capital Markets (IBMEC/BR). Executive Career at Accenture (RJ/BR), Nutrimental (PR/BR) and Electrolux (SP/BR). Founder of Brazilian Institute for Corporate Governance (IBGC) Chapter PR. Securities Consultant accredited by Comissão de Valores Mobiliários (CVM). 5

6 SENIOR ASSOCIATES GUILHERME BAUMGARDT Head Corporate Finance Electrical Engineer (UFPR). MBA Finance and Controlling (FGV - PR) Career in Copel Geração S.A., Furnas Centrais Elétricas and Itaipu Binacional. PAULO HENRI BLASER_ Head Project Finance Graduate Program in Economy (USP) Executive Career at Ford, Banca Comercialle Italiana, Cia Suzano and Gazeta Group. Specialist in Project Finance next to BNDES and other multilateral institutions. DANIEL WINOCUR_ Head Private Equity Graduated Program in Accounting (UNCórdoba-RA) and MBA Management (FGV-PR). Executive Career at Arcor (SP), Hettich. (PR), Huhtamaki(PR) and Parati (SC). Especialist in Interim Management and Turnaround Management. MARIANA CARVALHO_ Head Structured Finance Business Administrator (FAE - PR). MBA Controllership (FGV PR) 6

7 GEISON FERDINANDI_ Head Real Estate Lawyer (CESUMAR -PR) Graduate program in Civil Law (CESUMAR -PR) Internal Legal Consultant. FABRICIO VERMELHO_ Head Asset Management Systems Analyst (PUC-PR), MBA Finances (IBMEC-PR) and Business Management(FAE PR). Career in Burger King International. Manager in Multi Family Office, accredited by CVM (Comissão de Valores Mobiliários) Founding Partner in Monetiza Investimentos. GABRIELA TEIXEIRA_ Head BackOffice Services Business Administrator (ERC - PR) Career in CCZ and Four Softwares. Administrative and Financial Manager. 7

8 BUSINESS DEVELOPERS GERSON SCHEIN (RS) Business Administrator (ULBRA-RS), Graduate Program in Financial Management (UNISINOS - RS). Executive Career at Banco do Brasil, Banco Schahin e Cifra Financeira. MATEUS HASSAN (SC) Electronic Engineer (UPF), MBA Commercial Management (FGV - SP). Executive Career at Philips (SP). CEO in X-MEDIA GROUP - Grupo FOX (SP e EUA). MARCOS FARINA (RJ) Lawyer, Master in Capital Markets and Financial Regulation from GEORGETOWN University (USA) MBA COPEAD(RJ). Postgraduate in mergers and acquisitions in IBMEC and HARVARD University, trading program by HARVARD University. Specializing in Mergers and Acquisitions and Farmin / Farmout in Oil and Gas market. 8

9 AFFILIATIONS Comissão de Valores Mobiliários Securities and Exchange Commission Associação Brasileira de Private Equity & Venture Capital Brazilian Association of Private Equity & Venture Capital 9

10 MA R$ ,66% OFFICES HEADQUARTERS PLANCORP MERCHANT BANK AV. CÂNDIDO HARTMANN, 570, CJS 313/314 CURITIBA_PR PHONE: FAX: plancorp@plancorp.com.br SÃO PAULO OFFICE RUA DO RÓCIO, 423 CJ 705 SÃO PAULO_SP PHONE: plancorp@plancorp.com.br ASSET MANAGEMENT MONETIZA INVESTIMENTOS RUA COMENDADOR ARAUJO, 565 CURITIBA _PR PHONE: FAX: fabricio@monetiza.com.br AFFILIATE OFFICES RIO DE JANEIRO - RJ AV. DAS AMÉRICAS, 3500 Bl-7 Sala 101 RIO DE JANEIRO_RJ PHONE: plancorp@plancorp.com.br SANTA CATARINA SC [In Deployment] PORTO ALEGRE - RS RUA BORGES DE MEDEIROS, CJ 604 PORTO ALEGRE_RS PHONE: plancorp@plancorp.com.br 10

11 BUSINESS AREAS FINANCIAL SERVICES Investment Banking 13 Asset Management 24 INVESTMENTS Private Equity Real Estate BUSINESS DEVELOPMENT 35 11

12 FINANCIAL SERVICES 12

13 INVESTMNENT BANKING 13

14 INVESTMENT BANKING COMPANIES CAPITALIZATION CORPORATE FINANCE CORPORATE FINANCE Financial Restructuring Capital Structure Planning and Implementation Acquisition Financing Debt Renegotiation Companies, Projects and Assets Evaluation Management and Leveraged Buy Out MERGERS AND ACQUISITIONS Approach and Presentation Protocol Business Valuation Deal Negociation and Structuring Memorandum of Understanding (MOU) Development Due Diligence Monitoring Support in the Preparation of Buy-Sell Agreement and other Related Instruments 14

15 INVESTMENT BANKING COMPANIES CAPITALIZATION CORPORATE FINANCE PRIVATE EQUITY ADVISORY Strategic and Diversified Business Vision in Various Segments Techniques for Maximizing Value of Companies and Projects High Level Access to Private Equity Funds (BR and USA) Fit between Fund Profile and Company Needs Know How - Dynamics and Techniques for Negotiating with Funds Know How - Legal and Fiscal Instruments to close Deals IPO ADVISORY BOVESPA MAIS Corporate Governance Implementation Strategic Planning and Business Plan Formal Presentation and Valuation Source and Selection of Legal Services and Underwriting Banks. Due Dilligence and Legal Preparation CVM Registration and BOVESPA MAIS Listing Offering Prospectus Preparation Road Show Brazil and Foreign Investors IPO 15

16 INVESTMENT BANKING COMPANIES CAPITALIZATION STRUCTURED FINANCE STRUCTURED DEBT Non Convertible and Convertible Bonds Credit Notes Structured Loans SECURITIZATION Agribusiness Receivables Certificates Structured Loans with Receivables Collateral INVESTMENT FUNDS Receivables Investment Fund (FIDC) Private Equity Funds (FIP) Real Estate Investment Trusts (REIT) 16

17 INVESTMENT BANKING COMPANIES CAPITALIZATION STRUCTURED FINANCE REAL ESTATE OPERATIONS REAL ESTATE OPERATIONS BUILD TO SUIT Structuring of financial solutions for Build-to -Suit commercial projects. COMMERCIAL REAL ESTATE DEVELOPMENT THROUGH MBSs Financing of commercial development projects and commercial properties acquisition through Mortgage-Backed Securities ( MBS ). REAL ESTATE ASSETS DISPOSURE THRU REIT and MBS Real Estate Investment Trusts REIT development as a tax exemption alternative to manage own Real Estate Assets. Sale-Lease Back Real Estate Assets sale to REITs or other investors, leasing back to previous owner in order to generate tax deductible expenses. Securitization - Securitization of receivables from sale-leaseback transactions, providing capital to customer without burdening its balance sheet with debt and also providing tax advantages. Buy Lease Assets purchase to lease according to demand from corporate customers. 17

18 INVESTMENT BANKING COMPANIES CAPITALIZATION PROJECT FINANCE PROJECT FINANCE Fund-raising in project finance, self financing projects, with main Development Banks and Multilateral Institutions in Brazil and abroad. BNDES / BRDE BASA FINEP MIGA/IFC BID DEG/KFW FMO EXIMBANK JBIC OTHERS 18

19 INVESTMENT BANKING COMPANIES CAPITALIZATION DISTRESS FINANCE DISTRESS FINANCE Debt Restructuring. Short-term Cash Raising Capital Structure Replanning and Implementation 19

20 TOMBSTONES INVESTMENT BANKING Plancorp Merchant Bank was exclusive financial advisor for : Plancorp Merchant Bank was exclusive financial advisor for : Plancorp Merchant Bank was exclusive financial advisor for : Plancorp Merchant Bank was exclusive financial advisor for : in Project Finance Capital Raising for deployment of three hotels with the Flag: in the sale of its entire stake in: in Industry Analysis and Economic- Financial modeling of credit products, which enabled the establishment of the Bank in Brazil. In Plant Expansion Capital Raising FINAME lines funding from BNDES. Transaction value: R$ ,00 (Twenty-Nine Million Reais) Transaction value: R$ ,00 (Forty-Eight Million Reais) Transaction value: R$ ,00 (Twenty-Five Million Reais) SÃO PAULO SP CURITIBA PR SÃO PAULO SP CURITIBA PR SÃO PAULO SP CURITIBA PR SÃO PAULO SP CURITIBA PR June, 1998 March, 1999 December, 2003 February,

21 TOMBSTONES INVESTMENT BANKING Plancorp Merchant Bank was exclusive financial advisor for : Plancorp Merchant Bank was exclusive financial advisor for : Plancorp Merchant Bank was exclusive financial advisor for : Plancorp Merchant Bank was exclusive financial advisor for : in the sale of its entire stake in 5 (five) hotels: in the association with: in the capitalization through Credit Notes with: in Plant Expansion Capital Raising FINAME lines funding from BNDES. for Transaction value: R$ ,00 (Ten Million Reais) for JV Real Estate Developments in the states of Paraná and Santa Catarina. Transaction value: R$ ,00 (Twenty-Nine Million Reais) Transaction value: R$ ,00 (Four Million Reais) SÃO PAULO SP CURITIBA PR SÃO PAULO SP CURITIBA PR SÃO PAULO SP CURITIBA PR SÃO PAULO SP CURITIBA PR August, 2004 October, 2007 September, 2008 July,

22 TOMBSTONES INVESTMENT BANKING Plancorp Merchant Bank was exclusive financial advisor for : Plancorp Merchant Bank was exclusive financial advisor for : Plancorp Merchant Bank was exclusive financial advisor for : Plancorp Merchant Bank was exclusive financial advisor for : in Capitalization through Mortgage Backed Securities, issued by in the capitalization of real estate projects through convertible bonds subscribed by: in the sale of its Development and Construction business for: in the capitalization by Credit Notes with: Transaction value: R$ ,00 (Twenty Million Reais) Transaction value: R$ ,00 (Thirteen Million, Five Hundred Thousand Reais) Transaction value: R$ ,00 (Hundred Million Reais) Transaction value: R$ ,00 (Four Million Reais) SÃO PAULO SP CURITIBA PR SÃO PAULO SP CURITIBA PR SÃO PAULO SP CURITIBA PR SÃO PAULO SP CURITIBA PR June, 2010 August, 2010 October, 2010 November,

23 TOMBSTONES INVESTMENT BANKING Plancorp Merchant Bank was exclusive financial advisor for : Plancorp Merchant Bank acted as cofinancial advisor for : in Long Term Structured Finance Capital Raising with: In Revolving Trade Finance Facilty with Transaction value: R$ ,00 (Two Hundred and Eleven Million, One Hundred and Thirty Thousand Reais) Transaction value: R$ ,00 (Thirty Million Reais) SÃO PAULO SP CURITIBA PR SÃO PAULO SP CURITIBA PR September, 2012 June,

24 ASSET MANAGEMENT 24

25 ASSET MANAGEMENT INVESTMENT FUNDS MANAGEMENT ASSET MANAGEMENT Private Equity Funds REITs Receivables Investment Funds Private Debt Funds 25

26 ASSET MANAGEMENT WEALTH MANAGEMENT ASSET MANAGEMENT Asset Allocation in the Financial, Capital, Real Estate, Commodities, Currencies and Other Capital Markets Investment with Acredited Institutions : Brazil and Abroad Risk Management Information Providing for Decision Making Tax and Accounting Advisory for Family Offices 26

27 TOMBSTONES ASSET MANAGEMENT Monetiza Investimentos in association with reached the amount of : R$ ,00 (Fifty Million Reais) in Assets under Management. SÃO PAULO SP CURITIBA PR June,

28 INVESTMENTS 28

29 PRIVATE EQUITY 29

30 PRIVATE EQUITY INVESTMENTS IN COMPANIES EARLY STAGE CAPITAL Established Companies in Initial Stage Proven Business Model Traditional Sectors of Economy TURNAROUND CAPITAL Economic and Financial Stressed Companies Promising Sectors Distinctive Assets MANAGEMENT BUYOUT Financing Management Team Acquisition LEVERAGED BUYOUT LBO through own company debts 30

31 TOMBSTONES PRIVATE EQUITY Plancorp Merchant Bank sold its stake in: Plancorp Merchant Bank sold its stake in: Plancorp Merchant Bank sold its stake in: For the Holding Company: For the Holding Company: For the Holding Company: For its remaining partners. SÃO PAULO SP CURITIBA PR SÃO PAULO SP CURITIBA PR SÃO PAULO SP CURITIBA PR October, 2006 December, 2009 March,

32 REAL ESTATE 32

33 REAL ESTATE INVESTMENTS IN REAL ESTATE REAL ESTATE FIXED INCOME PLANCORP MERCHANT BANK Fixed Income Division of Real Estate Area invests in the Airport Industrial Park at SJP-PR. REAL ESTATE DEVELOPMENT In the COMMERCIAL segment, the focus is on Commerce and Services Centres In the LOGISTICS and MANUFACTURING segments, the focus is on Light Industrial and Logistics Buildings to medium-sized operations. 33

34 TOMBSTONES REAL ESTATE Plancorp Merchant Bank invested in the Airport Industrial Park SJP INDUSTRIAL PARK Total Amount Of : R$ ,00 (Five Million Reais) SÃO PAULO SP CURITIBA PR March,

35 BUSINESS DEVELOPMENT 35

36 BUSINESS DEVELOPMENT STRATEGY & NEW BUSINESS DEVELOPMENT STRATEGY & NEW BUSINESS DEVELOPMENT PLANCORP MERCHANT BANK Business Development elaborates with the company, an understanding of their position in relation to the forces that influence the profitability of its business sector, designing the scenario that the company will be working in the future and setting the strategy and proper positioning for the company, its products and its services, in order to maximize return on investment. Sector, Market and Competitive Analysis Business Scenario Vision and Strategic Planning Business Units Strategy Strategic Performance Measurement 36

37 BUSINESS DEVELOPMENT CORPORATE GOVERNANCE CORPORATE GOVERNANCE PLANCORP MERCHANT BANK operates in the improvement of its customers corporate governance practices, with focus on creating a business environment more transparent, to facilitate the raising of funds from investors. Design and Implementation of Corporate Governance model, consistent with the best practices; Improvement of Legal and Corporate Model, for corporate structure simplification and investment platform preparation; Management Model development to align the workforce needs to the Business Model, in accordance to the Legal and Corporate Model; Accounting, Tax, and Controlling Structures development, for improving management information; Support for external auditors selection and contracting; Support for the Board of Directors Implementation and its Committees constitution. 37

38 BUSINESS DEVELOPMENT TURNAROUND MANAGEMENT TURNAROUND MANAGEMENT PLANCORP MERCHANT BANK operates in companies critical situations, seeking the renovation and expansion of their business. Short-term Cash Structure balancing; idiagnosis and analysis of competitive positioning and marketing, financial, operational and economic company performance; Capital Structure and Performance Optimization Legal and Corporate issues Addressing; Accounting and Tax issues Addressing; Product-market strategic repositioning; Implementation of strategic alliances (acquisitions, mergers, divestitures, consolidations, joint ventures); Companies Interim management. 38

39 BUSINESS DEVELOPMENT CUSTOMERS CONSUMER MARKETS [ Corporate Governance ] [ Strategy e Business Planning ] [ Strategy e New Business Development ] [ New Business Development ] [Business Planning & Valuation] AUTOMOTIVE [ New Business Development ] [ Strategy e Business Planning] [New Business Development ] [ New Business Development ] 39

40 BUSINESS DEVELOPMENT CUSTOMERS AUTOMOTIVE [ Strategy e Business Planning] [ Strategy e Business Planning ] [Business Planning & Valuation] [ New Business Development ] [Strategy e Business Planning ] [ Business Planning & Valuation] [Strategy e Business Planning ] [ Strategy e Business Planning] [ Strategy e Business Planning ] [Business Planning & Valuation] 40

41 BUSINESS DEVELOPMENT CUSTOMERS FORESTRY, WOOD AND PANELS [ Strategy e Business Planning ] [Business Planning & Valuation] [ Strategy e Business Planning] [ Business Planning & Valuation] [ Strategy e Business Planning ] ELECTRONICS [ New Business Development] [ New Business Development ] [ New Business Development ] [Strategy e Business Planning ] 41

42 BUSINESS DEVELOPMENT CUSTOMERS CLEAN ENERGY [ New Business Development ] [ Business Planning & Valuation] RM Materiais Refratários [ Business Planning & Valuation ] REAL ESTATE AND HOSPITALITY [ Business Planning & Valuation] [ Business Planning & Valuation] [Business Planning & Valuation ] [Business Planning & Valuation ] [ Business Planning & Valuation] 42

43 BUSINESS DEVELOPMENT CUSTOMERS INFRASTRUCTURE [ Strategy, Business Planning & Valuation] [ Strategy, Business Planning & Valuation] AGRIBUSINESS [ New Business Development] [ Business Planning & Valuation] [ Business Planning & Valuation] 43

44 BUSINESS DEVELOPMENT CUSTOMERS FURNITURE AND BUILDING MATERIALS [ New Business Development] [ New Business Development] [ New Business Development ] [Business Planning & Valuation ] [Business Planning & Valuation ] [Business Planning & Valuation ] 44

45 BUSINESS DEVELOPMENT CUSTOMERS OIL AND GAS [ New Business Development] [ Business Planning & Valuation] [ Business Planning & Valuation] LOGISTICS AND DISTRIBUTION [ New Business Development] [ Strategy, Business Planning & Valuation] INDUSTRIAL INPUTS [ Strategy & Business Planning] [ Strategy, Business Planning & Valuation] 45

46 BUSINESS DEVELOPMENT CUSTOMERS FINANCIAL [ New Business Development] [ New Business Development] HOLDINGS [ Strategy & Business Planning] [ Strategy, Business Planning & Valuation] [ Strategy & Business Planning] [ Business Planning ] 46

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