Acquisiton of Brasil Brokers Todos os Direitos Reservados

Transcription

1 Acquisiton of 2008 Brasil Brokers Todos os Direitos Reservados

2 Acquisition of ABYARA BROKERS Acquisition of 51% of Abyara Brokers, with purchase option of the other 49% to be exercised in the next 3 years; Consolidation of Brasil Brokers presence in São Paulo, Brazil s largest real estate market; + = Increased synergies and dissemination of best practices to all other subsidiaries, since Abyara Brokers is considered one of the best sales and consulting companies in Brazil s real estate market; Higher business volume for subsidiaries through more partnerships with Abyara Incorporadora, one of the largest developers in Brazil. 1

3 The Company Abyara Brokers is one of São Paulo s most traditional real estate brokerages and today ranks as the second-largest brokerage in the market, according to EMBRAESP; Over 13 years of experience; Concentration in São Paulo of launches of Abyara Planejamento Imobiliário S.A., one of the largest developers in Brazil - also works with most developers in Brazil; Sales team of 1,115 brokers and 57 points of sale (2) ; Total launch backlog until 2009 of approximately R$12.3 billion (1). (1) 1Q08 Data (2) 2Q08 Data 2

4 The Company Market Share (1) Operating and Financial Indicators (1) 22.8% 21.9% 23.3% 24.8% Operating Indicadors 2006 (2) Q07 1Q08 Launches (R$MM) Launched developments Registered Sales (R$MM) Sold Units % Average Commission (%) 2,90% 2,85% 2,90% 2,96% 14.6% 14.9% 14.0% 12,2% 14.4% Brokers Financial Indicators Net Revenue (R$MM) 36,6 64,3 10,6 14,6 Gross Income (R$MM) 26,8 45,2 7,9 10,5 Gross Margin (%) 73,1% 70,3% 74,4% 71,8% EBITDA (R$MM) 14,8 32,8 5,1 7,6 EBITDA Margin (%) 40,5% 51,1% 48,7% 52,4% Net Income 14,8 27,1 3,4 5, Net Margin (%) 40,5% 42,1% 32,2% 38,9% (1) Pro forma data refering to Abyara brokerage activities (2) Data refering to 10 moths operation (3) Annualized 10 months 3

5 São Paulo Market São Paulo metropolitan area is responsible for 19.4% of Brazil s GDP (1) ; Population over 19 million (1) ; Over R$23 billion launched from Jul/07 to Jun/08, and more than 20,000 units launched in the same period (2) ; Housing deficit in São Paulo metropolitan area of approximately 740,000 units (3). (1) Source: IBGE (2) Source: EMBRAESP (3) Source: Fundação João Pinheiro 4

6 Operation Description Establishment of Abyara Brokers, which will hold all brokerage assets of Grupo Abyara and all employees related to the brokerage business; Payment by Brasil Brokers of R$250 million in cash for 51.0% stake in Abyara Brokers, with: o R$150 million down payment, R$50 million in up to 120 days and R$50 million in up to 180 days; o Purchase and Sale Option (put/call) for the other 49.0%, to be exercised in 3 years (14.5% after 1 year, 14.5% after 2 years and 20.0% after 3 years) using cash availabilities or Brasil Brokers shares; Abyara Brokers valuation on the option exercise date calculated by Abyara Brokers Net Income multiplied by Brasil Brokers P/E with a 35% discount; o Brasil Brokers P/E is limited to 20x and Abyara Brokers valuation is limited to 20% of Brasil Brokers market cap; The Installment due in each earn-out is calculated based on Brasil Brokers stake at the date (including the exercised option) multiplied by Abyara Brokers Net Income and Brasil Brokers P/E with a 35% discount, deducted of previously paid values; Distribution of 100% of Abyara Brokers' net income (after the constitution of the legal reserve) through dividends according to the each shareholder's stake in Abyara Brokers capital. 5

7 Operation Structure Abyara Brokers Establishment Future Purchase Possibility Assuming exercise of put/call option September 2009 R$74.0 million Earn-out Assets 49.0% 51.0% R$176.0 million 34.5% 65.5% R$169.9 million in financial liabilities Dividends Dividends Future Purchase Possibility Assuming exercise of put/call option September 2010 Future Purchase Possibility Assuming exercise of put/call option September 2011 Earn -out Earn-out 20.0% 80.0% 100% Dividends Dividends Dividends Dividends 6

8 Operation Structure Acquisition of controlling stake (51%); Payment of R$ 250MM (advance) being R$150MM down payment, R$ 50MM in 120 days and R$ 50MM in 180 days; August 2009 Possibility to acquire another 14.5%, based on Abyara Brokers net income of the last 4 quarters (LL1) and of Brasil Brokers P/E of the last 60 trading days, with a 35% discount (M1); Exercise Price 1 (PE1) = LL1 x M1 x 65,50% - advance August 2010 Possibility to acquire another 14.5%, based on Abyara Brokers net income of the last 4 quarters (LL2) and of Brasil Brokers P/E of the last 60 trading days, with a 35% discount (M2); Exercise Price 2 (PE2) = LL2 x M2 x 80% - advance PE1 August 2011 Possibility to acquire another 14.5%, based on Abyara Brokers net income of the last 4 quarters (LL3) and of Brasil Brokers P/E of the last 60 trading days, with a 35% discount (M3), and using the average of LL s and M s of the periods for the calculation of Exercise Price 3 (PE3); PE3 = ((LL 1 x M1 + LL 2 x M2 + LL 3 x M3) 3) PE1 PE2 - advance 7

9 Operation Structure Use License and Partnership Non-remunerated use license of Abyara brand for 5 years in São Paulo metro and coastal areas; Partnership between Abyara Incorporadora and Brasil Brokers: o Abyara Brokers will have exclusivity in the sale of developments in which Abyara s stake is 100% and in other Abyara Incorporadora s developments in São Paulo metro and coastal areas; o Brasil Brokers will participate in the sale of Abyara developments through its other subsidiaries, executing: Developments in which Abyara is not a majority stakeholder, doing its best to have Brasil Brokers participate in these projects; In specific markets in which it is already committed with other partners Retention of Executives Abyara Brokers will be managed by Abyara officers related to its brokerage business, with Brasil Brokers responsible for appointing the CFO; Retention plan for other key executives for a period of 5 years. 8

10 Estimated Schedule August 5, 2008: signature of the Investment Agreement and transaction announcement; August 6, 2008: Abyara Incorporadora Extraordinary Shareholders Meeting Call and conference call for investors; August 21, 2008: Abyara Incorporadora Extraordinary Shareholders Meeting to approve the transfer of brokerage assets to Abyara Brokers and approval of the transaction; Until August 26, 2008: closing and financial settlement of the first installment of R$150 million; 2008 December: financial settlement of the second installment of R$50 million; 2009 February: financial settlement of the second installment of R$50 million; The settlement of the Operation is subject to precedent conditions typical for transactions of this type, including shareholders approval of all required corporate actions. 9

11 Operation Structure Corporate Governance Shareholders Agreement; Company s CFO appointed by Brasil Brokers; Brasil Brokers will appoint 2 of the 3 members of the Board of Directors; Qualified attendance with 100% approval needed for key resolutions, such as: o Acquisition or Disposal of relevant assets o Obtaining financing or pledging guarantees in excess of R$5 million o Corporate actions such as public share offer or merger o Related-parties transactions 10

12 Acquisition Rationale Strengthens Brasil Brokers in São Paulo and consolidates its Brazilian leadership Consolidation of Brasil Brokers presence in São Paulo, Brazil s largest real estate market Adittion of 1,115 brokers to our sales force, totaling 8,191 professionals (2) Accretive acquisition due to the discount on our ratio and final price adjusted by the results of the next 3 years Additional launch backlog of approx. R$ 5.5 billion in 2008 and R$ 6.8 billion in 2009 (1) Reinforce our strategy to conquer leadership in the main markets of Brazil (1) 1Q08 data (2) 2Q08 data 11

13 Acquisition Rationale Operating Synergies o Strategic partnership with Abyara Incorporadora as a result of the high geographic capillarity of Brasil Brokers; o High geographic overlay between Abyara Incorporadora and Brasil Brokers; o Excellent acceptance by real estate developers since the preliminary announcement on June 5; Intention Alignment o Earn-out structure promotes total alignment of Abyara Incorporadora s and Brasil Brokers intentions. 12

14 Acquisition Rationale Value generation for Brasil Brokers Purchase structure based on earn-out calculated on Abyara Brokers net income, limited to Brasil Brokers market ratio with a 35% discount and total acquisition value limited to 20% of BBRK3 Market Cap; Operation will always be accretive for the company, guaranteed by 35% discount on the market multiple of Brasil Brokers. 13

15 Consolidated numbers Launch Backlog until 2009 (R$ bi) (1) Launches (R$ mi) (1) 3, ,799 Sold Units (R$ mil) (1) Contracted Sales (R$ mi) (1) 11,360 2,184 13,544 2, ,002 Sales Force (2) 7,076 1,115 8,191 (1) 1Q08 data (2) 2Q08 data 14

16 Consolidated numbers Launched GVS Jul/07 to Jun/08* Launched Units Jul/07 to Jun/08* Others 22% LOPES 34% Others 25% BR BROKERS + ABYARA 31% TENDA 1% TENDA 3% ITAPLAN 3% ITAPLAN 5% F. MERA 8% BR BROKERS + ABYARA 32% F. MERA 6% LOPES 30% *According to EMBRAESP 15