Gafisa Acquires AlphaVille Urbanismo Conference Call Sao Paulo, October 3 rd, 2006

Similar documents
$3.5 Billion Acquisition of Nation s No. 2 Company in Growing Moist Snuff Category. Deal at a Glance

ALANCO TECHNOLOGIES INC

SOLAR. Representing clients across the renewable energy industry. Troutman Sanders LLP. troutman.com

4 th Quarter Earnings Conference Call

THE STARS GROUP 2017 ANNUAL AND SPECIAL MEETING MANAGEMENT PRESENTATION MAY 10, 2018, TORONTO, 11:30 (ET)

202, million 2.1. Our scale, our diversification and the predictability of our business give us strong foundations on which to innovate

KKR and FS Investments Form Strategic BDC Partnership Creates the Leading $18BN Alternative Lending Platform. December 2017

SMEs are a strategic segment for the Group

KKR & Co. L.P. Goldman Sachs U.S. Financial Services Conference: December 6, 2017

KKR & Co. L.P. Morgan Stanley Financials Conference: June 13, 2018

Investor Presentation. November 2018

MHS Holdings, Inc. An ESOP Success Story

Investor Presentation. April 2015

Investor Presentation. May 2014

4 th Quarter Earnings Conference Call

Halliburton and Baker Hughes Creating the leading oilfield services company

Financing Emerging Growth Companies

RJR Nabisco Case Prepared by Robert M. Bushman

Rovio Entertainment Corporation Annual General Meeting April 9, 2019 CEO REVIEW Kati Levoranta

In the quarter, Textron returned $344 million to shareholders through share repurchases, compared to $186 million in the first quarter of 2017.

4 th Quarter Earnings Conference Call

CRAWFORD & COMPANY Annual Meeting of Shareholders

HSBC Iberian Banking Conference

First Quarter 2014 Results

2 nd Quarter Earnings Conference Call

Report on Operations 1999

FS INVESTMENTS & KKR FORM STRATEGIC PARTNERSHIP. Combining FSIC & CCT platforms to create stockholder value

KKR & Co. Inc. Goldman Sachs U.S. Financial Services Conference December 4, 2018

NEW YORK UNIVERSITY Stern School of Business

Ewing Bemiss & Co. Investment Banking Analyst Recruiting. Experience Professionalism Results

Interim Report. 1 January 30 September Sales declined by 6 percent and reached 9,692 MSEK (10,317) Sales were up 2 percent in local currencies

Advisors. Firm Overview

Daseke Adds Three Companies; Annual Revenue Run Rate Grows to $1.2 Billion

The GenNx360 Trapped Asset Play Two Bites of the Apple to Create Value

Getting Started. This Lecture

An Experienced Approach to Private Equity

Service Science: A Key Driver of 21st Century Prosperity

Second Quarter 2013 Results August 1, 2013

Textron Reports Second Quarter 2014 Income from Continuing Operations of $0.51 per Share, up 27.5%; Revenues up 23.5%

AC*. Alliance For Capital Access

KKR & Co. Inc. Reports Second Quarter 2018 Results

David Fenwick is a partner in the Latin America Group, where he focuses on international finance and other cross-border matters.

Turkey Property Show.

Acquisition of GEODynamics. December 13, 2017

WRITTEN SUBMISSION OF GE CAPITAL TO THE FINANCIAL CRISIS INQUIRY COMMISSION

QANTM Intellectual Property Limited (ASX: QIP)

Textron Reports Third Quarter 2014 Income from Continuing Operations of $0.57 per Share, up 62.9%; Revenues up 18.1%

Atento S.A. (Translation of Registrant s name into English)

4 th Quarter Earnings Conference Call

Excellence in people

7 Signs It's Time to Hire a Virtual CFO

Special Feature: Acquisition of Gallaher Group PLC

Textron Reports Third Quarter 2018 Results; Narrows Full-Year EPS and Cash Guidance

KOHLBERG CAPITAL CORPORATION. May 2007

Fourth Quarter 2013 Results. February 6, 2014

Overview of Venture Equity

Proposed Acquisition of Altadis. 18 July 2007 Imperial Tobacco Group PLC

7 November 2013 AIM:AMA. Amara Mining plc ( Amara or the Company )

B i o g r a p h y Steven M. Egna Steven M. Egna

Confirms 2013 Financial Guidance

FY2005 Results Briefing Session. May 24, 2006

Report for the Global South ehealth Observatory THE VIRTUOUS LINK BETWEEN PATIENTS, PHARMACIES AND PHARMACEUTICAL GROUPS.

FY19 production and capital expenditure guidance

Presentation of proposed new management team. Lisbon, 4 December 2007

April 25, Page 1 of 5. Michael R. Bellora Deputy Treasurer, Fixed Income Investor Relations and Banking

Annual Shareholders' Meeting. Stuttgart May 14th 2009

Bringing More to the Table

Strategic equity investment of C$723 million in Ivanhoe Mines by China-based CITIC Metal has been completed

April, 2014 GameAccount Network

261 Gorham Road South Portland, ME Company Profile

BANCO INDUSVAL S.A. Authorized Capital Publicly-held Company CNPJ No / NIRE MATERIAL FACT

Britco Group. Transaction snapshot

FINC915 Venture Lab Participating Firms: FALL 2010

A Balanced Approach in Private Equity Investing

DECEMBER Continued on next page $300 $250 $200 $150 $100 $50

NOT FOR DISTRIBUTION IN THE USA,CANADA, JAPAN OR AUSTRALIA

Investing in Regional Sustainability Norris Lozano, PDC

FSIC FRANCHISE. Frequently asked questions

Funding & Patents. Enterprise & Project Management

Agenda. 1. Deal Rationale. 2. Transaction Overview. 3. Governance. 4. Next Steps

Erratum to the Press Release 2017 annual results - NRJ Group. dated March 15, 2018

Open Forum. Newton Glassman, Executive Chairman & CEO David Reese, President & COO. October 13, 2015

KKR & Co. L.P. Morgan Stanley Financials Conference June 2014

NOTICE To the Trustee of

EU, EIB Group and local Banks support over EUR 90 million of loans for Georgian SMEs

EVCA Strategic Priorities

OPEN INNOVATION AS A STRATEGIC MODEL OF MODERN BUSINESS

Venture Capital Search Highlights

TENOR CAPITAL PARTNERS. ESOP Leveraged Buyout Specialist,

Chartwell Introduction and AEC Capabilities

Building Momentum. Chris Jacobsen Premier Natural Resources. SPEE Tulsa November 19, With Private Equity

Chapter 5. Forms of Business Ownership and Organization

UNITED INTERNET. Business Applications Strategic Partnership with Warburg Pincus. November 8, Investor Presentation November 8, 2016

1 st Quarter Earnings Conference Call

Brazil Shareholder visit 2016 Re-shaping Shell, to create a world-class investment case

Hiberno Saxon web copy. Home. Team

RESULTS PRESENTATION 13 AUGUST 2012

Jos. A. Bank s Acquisition of Eddie Bauer February 14, 2014

Textron Reports First Quarter 2016 Income from Continuing Operations of $0.55 per Share, up 19.6%; Reaffirms 2016 Financial Outlook

Lightpaper. Bryllite Platform. Beyond the Game Boundaries. Bryllite Ltd.

Transcription:

Gafisa Acquires AlphaVille Urbanismo Conference Call Sao Paulo, October 3 rd, 2006 AlphaVille Developments AlphaVille Graciosa - PR AlphaVille Fortaleza - CE Vila dos Ingleses - MG AlphaVille Campinas - SP Investor Relations Contact: Gustavo Felizzola ir@gafisa.com.br Conference Call São Paulo October 3 rd, 2006 12PM (Brasilia Time), 11AM (US-ET) Phone: +1 (973) 935-8757 Code: 7947080 Webcast: http://www.gafisa.com.br/ir 1

AlphaVille Strengthens Gafisa s Position as a Premier Growth Opportunity Industry Leadership and Strong Brand Recognition Robust Housing Growth Professional Management and Established Organization Geographic Diversification Efficient Business Model and Strategic Land Bank World-class Shareholders and the Highest Standards of Corporate Governance 2

AlphaVille Urbanismo AlphaVille Urbanismo is the largest and only nationwide community development company in Brazil, with no major competitors to date The Company transforms large rural acreage into urbanized lots, developing all required infrastructure (water, sewage, electricity, roads), as well as facilities such as sports club, high-rise monitored fences, for subsequent sale AlphaVille does not get involved in the construction of the houses, which is done by the buyers AlphaVille s residential communities (lots) are targeted at upper and upper-middle class families in the outskirts of metropolitan regions throughout Brazil Characteristics of an AlphaVille Community 1 Residential Area Parks Residential Area Business Area AlphaVille Club Business Area Residential Area Multi-family Area Golf Course Note (1): Based on AlphaVille Graciosa (located in Curitiba, Paraná) 3

Financing the Transaction Gafisa will acquire 100% of AlphaVille over the next 5 years The transaction involves the purchase of 100% of Alphaville s shares for cash and stock divided in 3 phases as described below: Phase 1 acquisition of 60% of Alphaville shares for R$20 million cash at the date of the closing; and issuance of 6,477,718 new Gafisa s shares @R$28.05 valued at approximately R$181.7 million to current Alphaville shareholders; Phase 2 acquisition of 20% of Alphaville shares in exchange for Gafisa s shares 36 months after the closing of the transaction; Phase 3 acquisition of the remaining 20% of Alphaville shares in exchange for Gafisa s shares 60 months after the closing of the transaction; The share price Alphaville for the 2 nd and 3 rd phases will be calculated based on valuation done by an independent institution based on the Discounted Cash Flow Method. Alphaville shareholders are expected to own approximately 5.9% of Gafisa after the 1 st phase of the transaction. 4

Attractive Valuation Multiples Analysis Gafisa's Financials (R$ million, as of June 30 th 2006) # shares (mm) Minority Interest Net Debt (Net Cash) Enterprise Value (EV) 102.6 0.0 (147.0) 2,744.1 EBITDA 2008E (1) Earnings 2008E (1) 271.3 218.4 Note (1): Based on Analysts Consensus Estimates (Deutsche Bank, Itau, Merrill Lynch, UBS) EV / EBITDA Transaction EV / EBITDA 2008E Gafisa's EV / EBITDA 2008E Discount over Gafisa s Multiple (2) 5.9x 10.1x 41.6% P / E Transaction P/E 2008E Gafisa's P/E 2008E Discount over Gafisa s Multiple (2) 7.6x 13.2x 42.2% Note (2): Based on Gafisa's stock price of R$28.05 5

Attractive Economics The segment presents higher margins and lower cash exposure than that of residential buildings The Gold-SP Blue -RJ Side Park - SP Lorian - SP High-End Middle and Mid-High Affordable Entry Level Residential Lots Size 100 to 500 sq.m 70 to 150 sq.m 45 to 65 sq.m 100 to 1,000 sq.m # of Units up to 100 150 to 300 100 to 500 100 to 400 Price Range Above 400K R$ 150k to 400K R$ 70k to 130K Up to 300k Household Income¹ Above R$150,000 R$ 70,000 to R$150,000 R$ 32,000 to R$ 62,000 Diverse Financing Provided by Gafisa Commercial Banks and CEF 100% CEF (directly to buyer) Provided by Gafisa Average Price sq.m Above R$3,600 R$ 2,000 to R$ 3,600 R$ 1,800 to R$ 2,000 R$ 150 R$ 800 % of Gafisa Launches in 2006² 19% 62% 2% 10% Typical Project Margin 37% 31% 28% 44% Cash exposure / Total Sales 30-35% 10-15% Notes: ¹ Annual household income. ² Gafisa has commercial buildings which accounted for the remaining 7% of the 2006 Launches 6

Unparallel market positioning With its Strong Brand Recognition and Nationwide Presence, AlphaVille has no Comparable Competitor AlphaVille s National Reach Leadership position: Alphaville is the uncontested leader in the segment Proven track record: The AlphaVille concept has been very well accepted throughout the country, present in 35 cities and 16 states Strong brand: A recognized high-quality infrastructure, high-quality after-sale customer service, and efforts to create a strong sense of loyalty and community between its clients are among the characteristics that the AlphaVille brand carries within its target markets. This strong brand allows it to charge a premium over its competitors in every market it competes and facilitates new partnerships. Some of AlphaVille s Awards (2005) AlphaVille Gafisa Top de Marketing 2005 Master Imobiliário 2005 Superbrands 2005 FIABCI Pop List 2005 2005 7

High Entry Barrier Segment The segment is characterized by a long approval process for new developments Prospective / Strategic Analysis Partnership / Land Acquisition Approval and Registration Marketing & Sales Construction Occupation 3 years 1 years 2 years Prospective / Strategic Analysis Partnership / Land Acquisition Approval and Registration Marketing & Sales Construction Occupation Analysis involving legal, environmental, urban, technical and market aspects (e.g. price, demand, competition and adherence to concept) to opportunistically invest in Signature of a Partnership Agreement with the land owner or a selective acquisition of the land Development of a detailed Master Plan to be submitted to authorities for approval process This process takes on average 3 years (compared to Gafisa s 6 months) and involves interactions with Federal, State and Municipal authorities, thereafter the development is registered at the municipality and is ready for commercialization After the launching, AlphaVille starts pre-selling the units during the construction phase (similar to Gafisa) AlphaVille works as Construction Manager with the construction outsourced with thirdparty companies In the last phase, clients are free to build their houses and AlphaVille support the establishment of the community s management council It is unlikely that any competitor would be able to replicate AlphaVille s current position and strength in the near future 8

High growth with relatively low risk AlphaVille has a sizable and virtually non-replicable land bank with a potential PSV of R$2billion Land Bank¹ Usable Area (sq.m) Potential Units Future Sales (R$000) % acquired by swap Southeast 4,926,325 9,213 1,138,151 93% Northeast 2,626.057 3,461 566,646 100% South 746,533 1,430 155,278 100% Mid-West 502,757 926 104,954 27% North 162,121 438 32,424 100% Total 8,963,794 15,467 1,997,452 92% ¹ As of 06/30/06 Between 2006 and 2010 the Company expects to launch 46 developments, of which 42 are already in the land bank 9

This combination offers attainable synergies We expect both companies to benefit from future synergies Cross-selling opportunities of Gafisa s residential buildings in AlphaVille s lots Utilization of AlphaVille s wide experience with local authorities and business partners in over 35 cities in 16 states to further accelerate Gafisa s geographical expansion AlphaVille will greatly benefit from Gafisa s financial expertise, allowing it to optimize its capital structure and provide customers with better products 10

Selected Combined Operating Data (Pro-forma) (R$ million, except when indicated) 2003A Gafisa 2004A 2005A 2003A Alphaville 2004A 2005A Gafisa + Alphaville (Pro-forma) 2003A 2004A 2005A Number of Launches 20 11 21 3 4 4 23 15 25 Launches (R$ '000) 377.356 206.942 651.815 57.415 141.521 176.492 434.771 348.463 828.307 Usable Launched Area (m 2 ) 179.437 133.393 514.068 656.720 1.151.898 1.170.096 836.157 1.285.291 1.684.164 Price per sq.m (1) 2.701,0 2.725,0 2.768,0 146,6 200,2 263,7 na na na Number of Units 1790 1132 2446 687 1089 1555 2477 2221 4001 Note: (1) Price per sq.m for Gafisa excludes lots 11

Governance at AlphaVille Alphaville s capabilities will remain with the company after the transaction is complete. Nuno Luiz Alves and Renato Albuquerque will retain 40% of Alphaville going forward Nuno Luiz Alves will remain as CEO Alphaville will operate as a subsidiary of Gafisa Alphaville s Board of Directors will be composed by 5 members of whom 3 will be indicated by Gafisa. Nuno and Renato will be the other two board members Gafisa will seek shareholder approval for the indication of Mr. Renato Albuquerque as a Board Member of Gafisa. Gafisa s Pro-Forma Corporate Structure after Consummation of the Transaction (Phase 1) Gafisa S.A. SPE A SPE B SPE C... Gafisa Vendas Alphaville 60% 12

AlphaVille Strengthens Gafisa s Position as a Premier Growth Opportunity Industry Leadership and Strong Brand Recognition Robust Housing Growth Professional Management and Established Organization Geographic Diversification Efficient Business Model and Strategic Land Bank World-class Shareholders and the Highest Standards of Corporate Governance 13