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INVEPAR – INVESTIMENTOS E PARTICIPAÇÕES EM INFRAESTRUTURA S.A.
INVESTORS PRESENTATION
2013 V.05.13
INVEPAR – INVESTIMENTOS E PARTICIPAÇÕES EM INFRAESTRUTURA S.A.
LEGAL DISCLAIMER
This material is not to be construed as an offer and/or advice and/or solicitation for the subscription
or purchase of any securities and shall not be interpreted as such in any jurisdiction.
The information presented by Investimentos e Participações em Infraestrutura S.A. - INVEPAR
(“Company”) and included in this material is solely for informational purposes and shall not be used
under any situation for basis of investment decision in securities.
The Company and its legal representatives make no representation or warranty, either express or
implied, as to the information provided in this material, including but not limited to in relation to the
accuracy, sufficiency, reliability or completeness of the information or opinion contained herein, and
will not accept liability for the use of this material by anyone.
The forward-looking statements contained in this presentation are based on the current
assumptions and outlook of the Company’s management. Actual results, performance and events
may differ significantly from those expressed or implied in these forward-looking statements as a
result of several factors such as the general and economic conditions in Brazil and abroad, interest
and exchange rates, future renegotiations or pre-payments of liabilities or loans denominated in
foreign currency, changes in laws and regulations, and general competitive factors (regionally,
nationally or internationally).
INVEPAR – INVESTIMENTOS E PARTICIPAÇÕES EM INFRAESTRUTURA S.A. 3
High Quality
portfolio
of long-term
concessions Strong
investment and
operational track
record
Strong growth
business
model with attractive
returns and inflation
protection Seasoned
management and
solid shareholder
structure
Significant
opportunities in the
Transport
Infrastructure
Sector
Favorable industry
dynamics of the
Brazilian
infrastructure sector
KEY INVESTMENT HIGHLIGHTS
INVEPAR – INVESTIMENTOS E PARTICIPAÇÕES EM INFRAESTRUTURA S.A. 4
Source: World Bank; DNIT, McKinsey, ABCR
8
12
13
22
24
26
38
43
57
63
70
79
80
89
100
100
100
100
100
Bolívia
Nicaragua
Brasil
Chile
Sweden
Ivory Coast
Hungary
Australia
Indonesia
Servia
Poland
South Korea
Japan
Turkey
UK
Israel
France
Denmark
Austria
HIGHWAYS % of paved
highways
59 0.1
0.1
0.1
0.1
0.2
0.3
0.3
0.4
0.4
0.6
0.7
0.8
0.9
0.9
1.0
1.3
1.4
2.0
2,0
India
Mexico
Sri Lanka
Indonesia
China
Thailand
Colombia
Brazil
Russia
Chile
Japan
Italy
South Korea
Malasia
France
Spain
Germany
Canada
UK
AIRPORTS
Pax/inhabitant
0.7 3.4
3.5
5.7
7.7
8.2
8.7
9.8
14.0
14.0
15.7
16.5
17.4
17.7
18.9
20.3
32.9
33.7
43.8
59.2
Buenos Aires
São Paulo
Tokyo
Osaka
Delhi
Mexico city
Santiago
Toronto
Beijing
New York
Milan
Montreal
Chiacago
Moscow
Paris
London
Berlin
Madrid
Mlebourne
SUBWAYS Km/million
inhabitants
18 8.0
27
33
35
42
76
82
96
97
119
136
141
142
162
179
198
274
375
642
India
Poland
Mexico
Indonesia
Brazil
South Africa
France
Thailand
China
UK
USA
Canada
Japan
Italy
Germany
Sri Lanka
Spain
South Korea
Malasia
PORTS 1,000 TEUs/
per capita
151
Brazil
Brazil
Brazil
São Paulo
BRAZILIAN INFRASTRUCTURE HAS SIGNIFICANTLY
LAGGED GLOBAL BENCHMARKS INFRASTRUCTURE PENETRATION IN EMERGING MARKETS IS ~10 TO 20 TIMES
LOWER THAN IN MATURE MARKETS
INVEPAR – INVESTIMENTOS E PARTICIPAÇÕES EM INFRAESTRUTURA S.A. 5
0.5 0.3 0.2 0.3 0.2
2.0
1.5
0.6 0.6 0.8
0.8
0.5
0.6 0.8 0.5
2.1
1.4
0.8 0.7 0.9
5.4
3.7
2.2 2.4 2.4
1970-79 1980-89 1990-99 2000-09 2010-11
Water & Sewage Transportation Telecom Electricity
Investment in infrastructure
% of GDP
* Invepar estimates: Toll Roads (R$ 51.5 bn), Railways (R$ 60 bn), Ports (R$ 54.2 bn), Airports (R$ 20.7 bn), Urban Mobility (R$ 66 bn) and High Speed Rail (R$ 35 bn)
Sources: World Bank, IPEA and BNDES (“Investimentos na Infraestrutura Nacional”, Oct. 2012), PAC 2, Ministry of Transportation, Research Reports (October , 1st 2012), ABDIB,
Ministry of Finance (ISTOÉ Dinheiro – Feb, 2013)
Electricity
R$ 142 bn
Transportation
R$ 287 bn*
Telecom
R$ 98.5 bn
Water & Sewage
R$ 85 bn
5 Years Forecast
INVESTMENTS WERE NOT ENOUGH IN THE PAST BUT
ARE BOOSTING IN THE FUTURE THE LEVEL OF INVESTMENT IN INFRASTRUCTURE IS REBOUNDING IN BRAZIL
INVEPAR – INVESTIMENTOS E PARTICIPAÇÕES EM INFRAESTRUTURA S.A. 6
8 concessions
1,027 km of toll roads
147 million paying vehicle
equivalents in 2012
GRU AIRPORT, the
Busiest airport in Latin
America
33 million PAX in 2012
MetrôRio, the Largest
private operator in Brazil
41 km of extension
186 million PAX in 2012
Currently studying
opportunities on the
segment
TOLL ROADS AIRPORTS URBAN MOBILITY PORTS
INVEPAR AT GLANCE – GREAT COMPANY, EVEN
GREATER POTENTIAL
COMPANY OVERVIEW Strong sponsorship: controlled by the 3 biggest pension
funds and one of the top 5 construction companies in Brazil
Portfolio of high quality and diversified concessions with a focus on transport infrastructure
Combination of strong growth potential within a solid and well tested regulatory framework
24.4% 25.6% 25.0% 25.0%
INVEPAR – INVESTIMENTOS E PARTICIPAÇÕES EM INFRAESTRUTURA S.A. 7
VISION, MISSION AND VALUES
MISSION
To provide and operate
transport
infrastructure services with
excellence and generate
results that exceed the
expectations of society,
customers and shareholders
VISION
To be the leader and
international reference in the
transport infrastructure sector
VALUES
Our operations are based on best
corporate governance practices and
we value
Personnel and teamwork Honesty Corporate social responsibility Entrepreneurship Commitment Respect Innovation
INVEPAR IS A LEADING COMPANY IN THE TRANSPORT
INFRASTRUCTURE SECTOR
INVEPAR – INVESTIMENTOS E PARTICIPAÇÕES EM INFRAESTRUTURA S.A. 8
2
THE FASTEST GROWING COMPANY IN THE MARKET
SINCE 2008
91.5%
7
50%
100%
6
50%
25%
Trans-
olímpica 33.3%
46%
Line 4 RJ
Subway*
10 NUMBER OF
CONCESSIONS
* The acquisition process is dependent on conditions precedent (CP) and is expected to occur in 2016.
Until then, Metrobarra S.A. (100% subsidiary of Invepar) will provide rolling stock material and systems to Line 4.
100%
4
1998 2011 2010 2012 2000 2009
100%
100%
100%
Concession
extension
+ 15years
2013
10
Concession
extension
+10years
INVEPAR – INVESTIMENTOS E PARTICIPAÇÕES EM INFRAESTRUTURA S.A. 9
STRATEGIC ACHIEVEMENTS IN 2012
Invepar has started its internalization process
through the acquisition of a toll road in Lima,
Peru.
International
Expansion
Invepar attained its strategic goal of entering the
airport industry by winning the bid to manage
and operate Guarulhos Int. Airport, in Sao
Paulo, the busiest airport in LatAm.
Entrance on Airport
Sector
Invepar’s track record in Public Interest
Expression development includes CRA
concession in Pernambuco, and the recent
success in winning the bid to build, operate and
maintain Transolímpica toll road.
Via Expressa
Transolímpica
Established Player
for Public Interest
Expression (PMI*)
projects
Line 4
RJ Subway **
Exclusive Subway
Operator in Rio de
Janeiro
Call option agreement to operate and
maintain Line 4 (16km extension) reinforces
Invepar as the sole operator of Rio de Janeiro’s
subway system. Expected acquisition in 2016.
* PMI – Public Interest Expression: legal instrument through which the private sector develops feasibility studies for projects of public interest, showing
a proactive approach and creating competitive advantage
** The acquisition process is dependent on conditions precedent (CP) and is expected to occur in 2016. Until then, Metrobarra S.A. (100% subsidiary of
Invepar) will provide rolling stock material and systems to Line 4.
INVEPAR – INVESTIMENTOS E PARTICIPAÇÕES EM INFRAESTRUTURA S.A. 10
2
5
3
Federation State Municipality
INVEPAR HAS A DIVERSIFIED PORTFOLIO,…
Transolímpica
* Invepar owns 90%of Aeroporto de Guarulhos
Participações S.A., which owns 51% interest in
Guarulhos Airport
DIVERSIFIED BY SEGMENT
DIVERSIFIED BY
GRANTING AUTHORITY
The majority of Invepar’s assets
is located in the states with the
largest participation in the
Brazilian GDP – SP (33.1%), RJ
(10.8%), BA (4.1%)
Source: IBGE, 2010
DIVERSIFIED BY LOCATION
Line 4
RJ Subway **
** The acquisition process is dependent on conditions
precedent (CP) and is expected to occur in 2016. Until then,
Metrobarra S.A. (100% subsidiary of Invepar) will provide
rolling stock material and systems to Line 4.
143km 25% 2021
n.a. 46%* 2032
444km 100% 2039
25km 100% 2049
45km 50% 2046
121km 50% 2035
217km 91.5% 2035
41km 100% 2038
13km 33.3% 2047
16km 100% 2036
20km 100% 2037 Toll road
Urban Mobility
Airport
Extension
% Invepar’s share
End of concession
5 1 1
3
Toll Roads Airports Urban Mobility
Urban Toll
Roads
8
INVEPAR – INVESTIMENTOS E PARTICIPAÇÕES EM INFRAESTRUTURA S.A. 11
…WITH ATTRACTIVE AND HIGH QUALITY ASSETS
Linha Amarela
(LAMSA)
Concessioná-
ria Litoral
Norte (CLN)
Concessioná-
ria Auto
Raposo
Tavares
(CART)
Bahia Norte
(CBN)
Via Expressa
Transolímpica
Concessioná-
ria Rio-
Teresópolis
(CRT)
Concessioná-
ria Rota do
Atlântico
(CRA)
Via Parque
Rímac (VPR) MetrôRio
Guarulhos
Airport (GRU)
Key
characteristics
Concession type
Network length (km) 20 217 444 121 13 143 45 25 41 n/a
Location
Employees (2012) 412 168 622 474 11 332 38 69 2,429 462
Shareholder
structure
Invepar's share 100.0% 91.5% 100.0% 50.0% 33.34% 25.0% 50.0% 100.0% 100.0% 46.0%
Equity partners (stake) - OTP1 (8.5%) - OTP1 (50.0%) OTP1 (33.3%)
CCR (33.3%)
Carioca (21.4%)
Strata (16.6%)
QG2(11.9%)
CRT FIP3
(11.0%)
OTP1 (50.0%) - -
Grupar 51.0%
(90.0% Invepar
and 10.0%
ACSA)
ACSA (5.0%)
Infraero6 (49.0%)
Concession
term
Development stage Maturity Growth Ramp-up Ramp-up Construction Maturity Ramp-up Ramp-up Growth Growth
Concession period Dec’97-Dec’37 Mar’00-Mar’35 Mar’09-Mar’ 39 Aug’10-Aug’35 Apr’12-Apr’47 Mar’96-Mar’21 Jul’11-Jul’46 Nov’09-Nov’49 Jan’98-Jan’38 Jul’12-Jun’32
Tenor 404 35 30 25 35 25 35 405 40 20
Remaining life
(as of Mar’13) 24.84 22.0 26.0 22.4 34.1 8.0 33.3 36.65 24.8 19.2
Concession maturity (%) 38.0%4 37.1% 13.3% 10.4% 2.6% 68.0% 4.9% 8.5%5 38.0% 4.0%
Volume VEPs/MPAX (2012) 49,422 6,999 47,043 28,195 n/a 15,707 n/a n/a 186.0 MPAX 32.8 MPAX
Notes:
1.Odebrecht Transport
2.Queiroz Galvão
3.CRT Fundo de Investimento em Participacoes
4.In 2010 the concession was extended by 15 years
5.In 2013 the concession was extended by 10 years
6.State-owned company
INVEPAR – INVESTIMENTOS E PARTICIPAÇÕES EM INFRAESTRUTURA S.A. 12
STRONG AND PROVEN ORIGINATION TRACK RECORD PROVEN ORIGINATION CAPABILITY THROUGH DIFFERENT FORMATS
REMARKABLY POSITIONED in Brazil
Urban Mobility: the largest private
operator
Airport: the best asset class
PIONEER AND INNOVATIVE COMPANY
through Public Interest Expression practice
(Proactive approach creates competitive
advantage)
LONG-TERM VALUE assets with Attractive IRR
22 16 14 13
Triunfo CCR Arteris Ecorodovias
Note: Invepar`s analysis as of February 2013 (arithmetic average)
25
Invepar
Average remaining term (years)
DIFFERENTIATED
APPROACH TRACK RECORD
Contract Amendments
New Business Opportunities
within Current Assets
Public Tenders
Public Interest
Expression (“PMI”)
M&A
OR
GA
NIC
IN
OR
GA
NIC
On going works in all
concessions
Line 4
RJ Subway*
Via Expressa
Transolímpica
* The acquisition process is dependent on conditions precedent (CP) and is expected to occur in 2016. Until then, Metrobarra S.A. (100% subsidiary of
Invepar) will provide rolling stock material and systems to Line 4.
INVEPAR – INVESTIMENTOS E PARTICIPAÇÕES EM INFRAESTRUTURA S.A. 13
ASSETS ARE STILL RAMPING UP
53
106
130 147
2009 2010 2011 2012
152
164
180 186
2009 2010 2011 2012
Construction of new T3 already
begun
T1 & T2 Refurbishment
Real estate developments
Commercial and cargo exploration
areas
36 new aircraft parking spaces
New car parking spaces (from 4,100
to 10,000)
19 new trains to be fully
operational in 1Q 2013 (12
already part of the fleet in
December) that will increase
capacity in more than 60%
1 new station in 2010
1 new station under construction:
Uruguai (1Q 2014)
Brownfields are performing above
expected: LAMSA, CLN and CRT
Greenfield projects in ramp-up:
CART, Bahia Norte and Via Parque
Rímac
CRA will start operations in the
1H 2013
Transolímpica is under construction
for 1H 2016
Invepar assumed the
concession in Nov´12
Hig
hlig
hts
Toll Roads
Number of Paying
Vehicle Equivalents (in million)
Airports
GRU AIRPORT (million of PAX and
thousands of tons of cargo)
Urban Mobility
Passengers Transported
MetrôRio (in million)
395 441 586 507
cargo
13 17 19 21
9
10 11
12 22
27 30
33
2009 2010 2011 2012
Domestic International
INVEPAR – INVESTIMENTOS E PARTICIPAÇÕES EM INFRAESTRUTURA S.A. 14
103 123
260
345
554
2008 2009 2010pro forma**
2011 2011epro forma*
DELIVERING A STRONG GROWTH
156
469
740
905
1.285
2008 2009 2010 2011 2011epro forma*
35%
35%
30% Toll Roads
Urban Mobility
Airports
2011 GUARULHOS NET REVENUES: R$ 825.4 MM
Invepar’s share (46%): R$ 379.7 MM
* Net Revenues 2011e pro forma and EBITDA 2011e pro forma consider 46% consolidation of Guarulhos Airport
** EBITDA 2010 pro forma excludes the impact of Provision Reversal of IPTU (municipal urban property tax) in Metrô Rio Income Statement. 2010 EBITDA was R$ 304 MM
(41% of EBITDA Margin);.
Notes: Net revenue and EBITDA shown are net of the impacts of the IFRS.
IF GUARULHOS AIRPORT HAD BEEN CONSOLIDATED IN 2011, THE SPLIT IN NET REVENUES WOULD HAVE BEEN:
65.8% 26.2%
35.1% 38.1%
43.1%
NET REVENUES (in R$ million)
EBITDA & EBITDA Margin (in R$ million)
INVEPAR – INVESTIMENTOS E PARTICIPAÇÕES EM INFRAESTRUTURA S.A. 15
REVENUES AND EBITDA MARGIN WILL CONTINUE TO
GROW AS THE PORTFOLIO MATURES
EBITDA MARGINS IMPROVE OVER THE LIFE OF CONCESSIONS
Notes: The size of the bubbles represents proportional 2011 net revenues (Including GRU Airport proforma). Net Revenues and EBITDA margin net of the impacts of the IFRS
1 Years elapsed over total years of concession
2 GRU Airport proforma: For 2011, net revenue was based on Infraero’s performance.
Ramp-up stage concessions Concessions under construction Mature concessions Growth stage concessions
% concession maturity¹
% E
BIT
DA
ma
rgin
Well-balanced portfolio
from a life-cycle
perspective
Average remaining life
of c.25 years
Significant potential
from numerous assets
in construction and
ramp-up phase
Substantial cash flow
from concession in
growth phase
10% 20% 30% 40% 50% 60% 70% 80% 90% Reversion
Strong increase in revenues
and profitability in the future
Mature concessions with high
profitability and long remaining life Assets under construction will
enable sustained future growth
75%
70%
65%
55%
50%
Urban
Mobility
Airports
Toll Roads
60%
-10%
0%
10%
20%
30%
40%
50%
60%
70%
80%
90%
100%
CBN
Award
VPR
CRA Transolimpica
Expected margin in
the mid/long term
CART
GRU
AIRPORT2
MetrôRio
CLN
LAMSA
CRT
INVEPAR – INVESTIMENTOS E PARTICIPAÇÕES EM INFRAESTRUTURA S.A. 16
2,073 905 1,139 1,360
6.1
2.4 3.1
3.7
0
2
4
6
8
0
1000
2000
3000
4000
5000
4Q11 1Q12 2Q12 3Q12
Net Debt Net Debt/EBITDA
DEBT PROFILE (in R$ million)
NET DEBT (in R$ million)
TJLP 34%
CDI 19%
Inflation and others
24%
TR 23%
BNDES 34%
Bonds 51%
Other 15%
Brazilian Real 85%
Peruvian Nuevo Sol
15%
545
32
262
155
173
158
1,496
3T12 - 1T13
2T13 - 4T13
2014
2015
2016
2017
2018+
Index Source
23% 38% 26% 20%
77% 62%
74% 80%
2,651
2,063
2,957 2,821
4Q11 1Q12 2Q12 3Q12
Short Term Long Term
Currency
Short Term
53%
9%
6%
6%
6%
1%
19%
AMORTIZATION SCHEDULE – 3Q12 (in R$ million)
DEBT PROFILE – 3Q12
LONG TERM DEBT PROFILE IN LOCAL CURRENCY
R$ 750 million debenture
issuance from CART toll road
in 4Q12 refinanced
approximately R$ 400 million
of short term debt
INVEPAR – INVESTIMENTOS E PARTICIPAÇÕES EM INFRAESTRUTURA S.A. 17
COMMITTED SHAREHOLDERS WITH STRONGLY
ALIGNED INTERESTS SHAREHOLDER STRUCTURE WITH THREE OF THE BIGGEST BRAZILIAN PENSION FUNDS
AND A CONSTRUCTION COMPANY WITH MORE THAN 30 YEARS OF EXPERIENCE WITH
GREAT INVESTMENT CAPACITY
The largest pension fund in Latin America
and 25th in the world, by assets. Its main
sponsor is Banco do Brasil
The third largest pension fund in Brazil. Its
main sponsor is Caixa Econômica
Federal
The second largest pension fund in Brazil.
Its main sponsor is Petrobras
One of the top 5 players in the heavy
construction sector in Brazil and other
countries WILLINGNESS TO STAY IN THE SHARE-HOLDER STRUCTURE AFTER THE IPO
CONTINUOUS SUPPORT WITH THE ACQUISITION OF NEW PROJECTS
LONG-TERM COMMITMENT WITH INVEPAR
Assets Under Management
(R$ billion)
Ranking of Pension Funds in Brazil (2011)
Source: ABRAPP
10
10
10
13
13
15
19
48
58
156
FORLUZ
REAL GRANDEZA
BANESPREV
SISTEL
IT AU UNIBANCO
VALIA
CESP
FUNCEF
PETROS
PREVI
INVEPAR – INVESTIMENTOS E PARTICIPAÇÕES EM INFRAESTRUTURA S.A. 18
SUPPORTED BY A ROBUST CORPORATE GOVERNANCE
MODEL
Board comprised of 8 members
Fiscal Council
Professional Management
Board’s segregation (CEO and
Chairman)
Constituted advisory committees linked to the Board of Directors
Code of Ethics
Invepar is registered in the A category in CVM and discloses its financial statements as a publicly-traded company
GHG Inventory (2013E)
GRI Guidelines for
communication
Assisted realocation of
families policy
Official Channel of
Communication between the
Shareholders, the Board of
Directors and the Company
Report
directly to
the Board of
Directors
Area dedicated
to the relation-
ship with
investors and
the capital
markets
Investment Analysis
Development of
Operational Monitoring
Metrics
ERP System
Corporate
Governance &
Sustainability:
Areas of
Support
Dept. of Corporate
Governance
Investments and
Financial Internal Audit
Civil Works HR & Governance
INVEPAR – INVESTIMENTOS E PARTICIPAÇÕES EM INFRAESTRUTURA S.A. 19
Executive Management Team with extensive experience in infrastructure in Brazil
Average of 26 years of work experience, with 17 years in the infrastructure sector
Over 7,800 direct1 and 6,200 third-parties employees
Focus on hiring, retaining and developing people:
Long-term executive compensation aligned with
shareholders interest and best market practices
Innovation Incentive Plan
Leadership Development
Program, among others
Second year of Trainee Program
Succession Career Plan
Job Rotation Practice
Compensation policy aligned with
best practices
SEASONED MANAGEMENT TEAM PEOPLE-ORIENTED COMPANY
1 2013 Forecast, including GRU Airport, Via Parque Rímac and CRA headcounts
INVEPAR – INVESTIMENTOS E PARTICIPAÇÕES EM INFRAESTRUTURA S.A. 20
DIFFERENTIATED APPROACH TO NEW OPPORTUNITIES INVEPAR’S INVESTMENT DECISIONS ARE ORIENTED BY CLEAR STRATEGIC
GUIDANCE
GUIDING PRINCIPLES FOR NEW INVESTMENTS
Focus on countries with stable regulatory
framework and economic environment
Participation in the controlling block
Long term investments
Preference for Greenfield opportunities
Opportunistic Acquisitions
Capturing value from correlated business
INVEPAR – INVESTIMENTOS E PARTICIPAÇÕES EM INFRAESTRUTURA S.A. 21
Source: Federal Government and Invepar`s analysis
Airports
Ports
Toll Roads
Urban Mobility &
High Speed Rail
Potential to more than double the granted kms of
the concessioned toll roads
Announced federal investments: R$ 42 bn
investments and 7.5 thousand kms
The State of São Paulo is studying the concession
of all 15 thousand kms under its jurisdiction
The Federal Government has launched a new
regulatory framework for Ports Concession
Announced investments: R$ 54 bn until 2017
Concession biding process for 5 public ports
starts in 2013
New bids for terminal leasing in public ports and
for the construction of new private terminals
(TUPs)
The Government has launched the second round
of airports concessions. Auction has been
scheduled for Sep 2013
Announced investments R$ 6.6 bn at Galeão, R$
4.8 bn at Confins and R$ 7.3 bn in 270 regional
airports
Announced federal investments for urban mobility through PAC: R$ 39 bn
Additional investments in urban mobility in São Paulo, Rio de Janeiro, Brasília, Fortaleza, among others
High Speed Rail project connecting São Paulo to Rio de Janeiro
EXPECTED INVESTMENT IN THE NEAR FUTURE BRAZILIAN GOVERNMENT WANTS TO FULFILL THE LACK OF INVEST-MENT IN
DIFFERENT TRANSPORT INFRASTRUCTURE SECTORS
INVEPAR – INVESTIMENTOS E PARTICIPAÇÕES EM INFRAESTRUTURA S.A. 22
9 lots in 5 different states.
The winner will be the one offering
the lowest toll tariffs.
Investment concentrated in the first
5 years of concession.
Urban traffic will not be tolled.
Toll collection will only be allowed after
10% of construction works are
concluded.
30-years term and implicit unlevered
IRR 5.5% (government studies).
Source: Federal Government
Announced concessions
Announced Federal Concessions
OPPORTUNITIES IN THE TOLL ROAD SECTOR FEDERAL GOVERNMENT RECENTLY ANNOUNCED A NEW PACKAGE OF HIGHWAY
CONCESSIONS OF MORE THAN R$ 42 BILLION INVESTMENTS IN 7.5 THOUSAND KM
Projects Highlights
8 BR 040 DF/GO/MG
BR 116 MG 9
1 BR 101 ES/BA
2 BR 262 ES/MG
3 BR 153 GO/TO
4 BR 050 GO/MG
5 BR 060/153/262 DF/GO/MG
6 BR 163/267/262 MS
7 BR 163 MT
1
2
3
9
4
8
6
7
5
INVEPAR – INVESTIMENTOS E PARTICIPAÇÕES EM INFRAESTRUTURA S.A. 23
Main Urban Mobility Projects Projects Highlights
Large global events are boosting the
projects (World Cup and Olympic
Games).
Structured mostly in the PPP model.
The private sector has actively
participated on the structuring
of projects through Public Interest
Expression (“PMI”).
Public funds will be used under the
PAC Urban Mobility, Federal Budget
and under financing programs of
BNDES and CEF.
2
3
5 6
8
4
7
1
9 10
2
3
4
5
6 7
8
9
10
1 Fortaleza, CE
▪ Line East
Recife, PE
▪ Urban Mobility
Belo Horizonte, MG
▪ Subway Expansion
Rio de Janeiro, RJ
▪ Line 3
▪ LRT
Salvador, BA
▪ Subway System
São Paulo, SP
▪ Lines 6
▪ Line 13 (Express Airport and
local service)
▪ Lines 15, 17 and 18
(monorails)
▪ Line 20
▪ Express ABC (close to Line
10)
▪ Interstate trains: Sorocaba-
Pindamonhangaba and
Santos-Americana
Curitiba, PR
▪ Line Blue
Porto Alegre, RS
▪ Line 2
Distrito Federal
▪ LRT
Goiânia, GO
▪ LRT
OPPORTUNITIES IN THE URBAN MOBILITY SECTOR SEVERAL URBAN MOBILITY PROJECTS UNDER DEVELOPMENT IN BRAZIL, DRIVEN
BY THE GLOBAL EVENTS THAT WILL TAKE PLACE IN BRAZIL IN THE NEAR FUTURE
LRT – Light Rail Transit (synonym: TRAM)
INVEPAR – INVESTIMENTOS E PARTICIPAÇÕES EM INFRAESTRUTURA S.A. 24
7
5
3
1 4
2
6
The Federal Government began the
concession process for Galeão and
Confins International Airports.
Investments are expected to reach
R$ 6.6 bn at Galeão (RJ) and R$
4.8 bn at Confins (BH). Auction has
been scheduled for Sep 2013.
The new model requires large
airport operators (at least 35MM
PAX p.a.), with a minimum 25% stake
in the winning consortium.
Another R$ 7.3 bn should be invested
in 270 regional airports.
Infraero Serviços, subsidiary of
Infraero, was created to offer airport
management services to other
airports outside Infraero’s network.
OPPORTUNITIES IN THE AIRPORT SECTOR THE GOVERNMENT HAS LAUNCHED THE SECOND ROUND OF AIRPORTS
CONCESSIONS
1
2
3
4
5
6
7
Airports PAX in 2012
Million
Saturation
level
%
Recife
P. Alegre
Salvador
S. Dumont
Galeão
Congonhas
Confins
101
80
140
100
105
81
63
Additionally, São Paulo State
should lead a privatization
process of the state owned
airports
Projects Highlights Potential Opportunities
Source: Infraero
1
2
3
4
5
6
7
8.3
8.5
9.0
16.8
17.5
10.2
6.4
INVEPAR – INVESTIMENTOS E PARTICIPAÇÕES EM INFRAESTRUTURA S.A.
ANNEX
INVEPAR – INVESTIMENTOS E PARTICIPAÇÕES EM INFRAESTRUTURA S.A. 26
GREAT ENTRANCE ON AIRPORT SECTOR: GRU AIRPORT
A unique
investment
opportunity
Scarcity of such high quality asset in the current environment
Strong cash generation (EBITDA margin of 53.8% in 2011)
Favourable
economic
framework
Brazil will be the fifth largest consumption market in 2020
Air travel market benefits from a growing middle class and first-time fliers
Open Skies agreements will bring more dynamism and competitiveness to the market
Diversified and
resilient revenue
streams
Underexploited commercial activity (duty free, car parking, real estate, advertising,
food & beverage and traditional retail)
Significant potential to streamline activities and improve efficiency
Attractive
geographic
location
10th largest city in the world by GDP
#1 entry point to Brazil and gateway to Latin America
Large and economically attractive catchment area
Solid positioning
with transfer hub
potential
Largest airport in LATAM with a passenger throughput of 32.8 MPAX in 2012
- Substantial international traffic component (35.2% of total)
Solid and diversified customer base and major hub for national carriers
Wide destination coverage
Strong long term
traffic growth
prospects
Strong historical traffic growth (2003-12 CAGR of 12%) with relative resilience
throughout the recent economic downturn
Underlying macro-economic fundamentals of Brazil should continue to drive growth
going forward
Focussed capex
program
R$ 2.9 bn CAPEX program to be achieved over the 2012-14 period in order to:
Increase capacity to accommodate future growth
Improve commercial and cargo performance
Enhance passenger experience
KEY INVESTMENT HIGHLIGHTS
Huge efficiency
improvements
potential
Operational transfer from public to private sphere
New IT solutions with fully integrated systems
INVEPAR – INVESTIMENTOS E PARTICIPAÇÕES EM INFRAESTRUTURA S.A. 27
10.5x
16.2x
6.4x9.1x
13.1x13.1x
16.7x
11.7x
18.2x
10.3x13.3x
14.9x15.2x14.5x
9.1x11.9x10.6x
7.9x
20.8x
34.0x
14.8x15.2x12.3x
16.8x
21.0x
17.0x
21.3x23.8x
29.3x
19.1x
28.0x
32.1x
16.6x
NA
Jan-
12
Dec-
12
Dec-
12
Dec-
12
Nov-
12
Aug-
12
Apr-
12
M ar-
12
Oct-
11
Oct-
11
Oct-
11
Oct-
11
Oct-
11
Oct-
10
Jun-
10
Oct-
09
Sep-
09
M ay-
09
Oct-
08
Sep-
08
Sep-
08
Dec-
07
Nov-
07
Nov-
07
Nov-
07
Sep-
07
Jul-
07
Jun-
07
M ay-
07
M ay-
07
M ay-
07
Feb-
07
Jan-
07
Oct-
06
Bid value adjustment1
(in R$ million)
Implicit Multiples2
(1) Assumes a 4.5% inflation, discount rate of 10%, 20 years of concession and 34% of tax rate. (2) Consider 2013e and 2014e EBITDA. (3) Source: Company filings, Wall Street Research, Mergermarket and Press.
Payment diluted throughout
the 20 years of the
concession, no up-front
disbursement
R$ 16.2 bn bid paid by the
Concessionary (SPV)
Source of funds: Equity,
Debt and Operational Cash
Flow
Comments
GRU AIRPORT: ATTRACTIVE PRICE, WITH A STRONG
GROWTH POTENTIAL
(4) Consider 2012e EBITDA. (5) 2.56 R$ per €, as of March 5, 2013.
10-11x
6-7x
Adjusted Bid Value /2013 EBITDA
Adjusted Bid Value /2015 EBITDA
$9.881 $6.521
$16,213
$6,332
$3,359 $6,521
Bid Value Present Value ofBid
Present Value ofBid Tax Shield
Bid Present ValueNet of Tax Benefit
Precedent Transactions Multiple 3
(EV / LTM EBITDA)
Target
Bru
sse
ls
BA
A
Cop
en
ha
ge
n
Nap
les
Pe
el
SE
A
Ga
twic
k
Bri
sto
l
Cha
rle
roi
Bri
sb
an
e
Be
lfa
st
AP
AC
Nort
he
rn
Bu
da
pe
st
Air
po
rt
Hob
art
Pe
rth
t
DC
A
Oxfo
rdt
Ad
R
Bir
min
gh
am
Air
po
rt
Le
ed
s
Bra
dfo
rd
Syd
ne
y
Exe
ter
Devo
n
Lo
nd
on
City
BA
A
TA
V
Ed
inb
urg
h
Syd
ne
y
NA 20.8 NA 0.2 NA 1.6 1.7 0.4 0.1 1.2 0.2 NA NA 1.9 0.2 NA 0.7 0.1 4.2 1.4 0.2 6.4 0.1 1.1 24.5 3.0 1.0
BA
A
BA
A
21.3
SE
A
1.4
Tu
rin
0.1
AN
A
3.1
Value
(In € bn) 21.3 NA
Median:
15.2x
GR
U
2.5
4
5
10.9x
INVEPAR – INVESTIMENTOS E PARTICIPAÇÕES EM INFRAESTRUTURA S.A. 28
GRU AIRPORT: IN-PLACE GROWTH OPPORTUNITIES NON-AERONAUTICAL SHARE IN THE MIX TENDS TO GET BIGGER, LEADING TO
BETTER MARGINS.
Aeronautical
Revenues
Cargo
Storage
Handling
Space optimization
and productivity
increase
Rationalization of the
Tariffs Policy
Attraction of New
Airlines (Belly Cargo)
Attraction of More
Cargo Aircrafts
Passengers Volume
New Slots
Allocation Strategy
Runways &
Taxiways
Improvements
New Terminal
with Capacity to 12
mm PAX in 2014
Non-Aeronautical
Revenues
Others Cargo
Real
Estate
Parking
Duty Paid
Duty Free
New
Services
Value-added
services (e.g.
road transport)
New
Developments Two new Hotels:
-Airside: 50 rooms
- Landside: 350 rooms
Pricing Price
Optimization
to Market
New Spots
New Garage:
2,600 spots
Space
Optimization:
500 spots
Total Spots:
4,100 10,000 (2014)
20,000 (End)
Sales
Concession
Fees
Shopping Mall
Concept: Better
Mix and Location
Fee
Renegotiation
Sales Concession
Fees
Space increase:
TPS1/2: +2,100m2
TPS 3: 5,000m2
Tariff Maximization
Adjusted to
Market Practices
Premium Spots
Conclusion in 2014
Headway
Reduction from 5
to 3 nautical miles
Attraction of New
Airlines
Advertising,
VIP Lounges,
Ultra Vip Service
Recurrent
Done / in conclusion
- Forecasts in line
with Government`s
-PAX higher
than estimated
for 2012
in the Business
Plan
Revenue Mix
From 65% (2011) to
40% (Long Term)
Revenue Mix
From 35% (2011) to
60% (Long Term) Volume
Two business
towers
- From 30 to 60 MPAX in
the long term
Conclusion in 2015
Space increase
INVEPAR – INVESTIMENTOS E PARTICIPAÇÕES EM INFRAESTRUTURA S.A. 29
COMPETITIVE DIFFERENTIAL IN PMI STRUCTURING THERE ARE FEW PLAYERS ABLE TO STRUCTURE A PMI PROJECT, ESPECIALLY IN
THE SEGMENT OF URBAN MOBILITY IN BRAZIL
Expenses with studies are reimbursed in case of PMI developer loses the auction
Macroeconomic environment
Legal and Regulatory Framework
Political environment
Opportunity
Identification
Project
Structuring
Governmental
Appraisal
Decision
to Proceed
Technical studies
Institutional modeling
(concession, PPP)
Risk assessment
Economic and financial
analyses
Bankability
Adherence to
Regulation and Laws
Public Interest Analysis
Internal Approvals
Edict Publication New Business
Prospection
Strategic Analyses
Public Auction
Authorization to conduct the studies
Development Average Period Before Public Auction: 1.5 to 2.5 years
Win/ Win Situation
Enhances relationship at different
levels of the government
More attractiveness of the project
More time to study the project,
resulting in better understanding
Definition of qualification and
financial criteria of the bidders
Catalyzes the agenda of
investments in infrastructure
Solution to bottlenecks in the
industry
Enhancement of the quality of
the projects, ensuring interest
from private sector
Invepar Government
PMI – Anachronism for “Procedimento de Manifestação de Interesse” in Portuguese
Via Expressa
Transolímpica
Successful cases in the structuring of
PMIs and winning the Public Auction:
There are other PMIs that Invepar is
developing in the Urban Mobility and Toll
Roads segments
30-45 days on average
INVEPAR – INVESTIMENTOS E PARTICIPAÇÕES EM INFRAESTRUTURA S.A. 30
CASE STUDY : DUAL-TRANCHE DEBENTURE ISSUANCE
R$ 750 million (US$ 375 million) dual-series
debenture issuance, assigned brA+
The transaction consisted of 2 tranches:
- 1st Tranche: R$ 380 million tax exempt 12 year
amortizing debentures priced at IPCA+580 bps
- 2nd Tranche: R$ 370 million 12 year amortizing
debentures priced at IPCA+605 bps
2.8x oversubscription (R$ 2.1 bn total book) allowed
CART to price: (i) 1st tranche: 220 bps lower than the
initial price, and (ii) 2nd tranche: 195 bps lower than
originally previewed
85 Brazilian local and international high-quality
institutional accounts and over 1,000 individual
investors
CART is a toll road
concession that operates and
maintains 444 km of highway
in the State of São Paulo.
The issuance marks the first
ever widely-marketed tax
exempt Infrastructure
Debenture (Law 12.431/11)
issuance in Brazil to attract
foreign investors.
The debentures shared
project guarantees at the
same level of seniority with
BNDES (senior solely lender).
R$ 2.1 billion in total book, a
2.8X oversubscription for the
Deal.
Summary of Terms and Conditions
Issuer CART (local issuance)
Issue Rating A1.br NSR
Series Size BRL 750 million (380 / 370)
Pricing Date December 12, 2012
Tenor
12yr amortizing (customized
curve)
3 years of granting period
Initial Guidance IPCA+8.00% and IPCA+8.00%
Final Yield IPCA+5.80% (1st tranche) and
IPCA+6.05% (2nd tranche)
Main Deal Attributes
Distribution Highlights
1st Tranche - Investors 2nd Tranche - Investors
Banks 19%
Development Bank 20% Private
Bank 22%
Retail Investors
2%
Foreign Investors
13%
Pension Fund 23%
Mutual Fund 1%
Pension Fund 51%
Mutual Fund 28%
Banks 19%
Private Bank 2%
INVEPAR – INVESTIMENTOS E PARTICIPAÇÕES EM INFRAESTRUTURA S.A. 31
dri@invepar.com.br
Gustavo Rocha
CEO & Diretor de Relações com Investidores
Gustavo Zeno
Relações com Investidores
zeno@invepar.com.br
tel +55 21 2211 1319
Bruno Priuli
Relações com Investidores
bpriuli@invepar.com.br
tel +55 21 2211 1333
Julia Orrico
Relações com Investidores
juliad@invepar.com.br
tel +55 21 2211 1379
CONTACTS
dri@invepar.com.br
www.invepar.com.br/ri
Gustavo Rocha
CEO & IRO
Gustavo Zeno
Head of Investor Relations
zeno@invepar.com.br
tel +55 21 2211 1319
Bruno Priuli
bpriuli@invepar.com.br
tel +55 21 2211 1333
Julia Orrico
juliad@invepar.com.br
tel +55 21 2211 1379
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