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0 March / April 2012 Corporate Presentation
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Disclaimer
The material that follows is a presentation of general background information about T4F Entretenimento S.A (“T4F”) as of the date of the presentation. It is information in summary form and does not purport to be complete. This material contains confidential information regarding and may not be reproduced or circulated, partially or completely, without the prior written consent of the T4F.
Any statements, projections, expectations, estimates and plans contained in this document that do not describe historical facts, and the factors or trends affecting financial condition, liquidity or results of operations, are forward-looking statements and involve several risks and uncertainties. Such statements are based on assumptions and analyses made by the Company based on its experience and the economic climate and on market conditions and expected future events, many of which are beyond the Company’s control.
No investment decision should be based on validity, accuracy or completeness of the information or opinions contained in this presentation. Under no circumstances, neither the Company nor its subsidiaries, directors, officers, agents or employees be liable to third parties (including investors) for any investment decision based on information and statements in this presentation, or for any damages resulting therefrom, corresponding or specific.
This presentation does not constitute an offer, or invitation, or solicitation of an offer, to subscribe for or purchase any securities. Neither this presentation nor anything contained herein shall form the basis of any contract or commitment whatsoever.
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1. Descrição da Companhia 1. Company Overview
IPO Summary
3 3 3
Use of Proceeds (i) Acquisition of companies and venues, (ii) construction of venues and (iii) geographic expansion
1: Assuming the exchange rate of US$1 = R$1.6207 as of May 12th , according to Bacen.
Bookrunners
Geographic Allocation 60% North America; 25% Europe; 15% Brazil
Summary Pricing Date - April 7th 2011; Price - R$16.00 ; Offering Size - R$503 million (US$310 million1)
Shareholding Structure
5.6%
12.8%
28.1%
85.0%
Fernando Luiz Alterio
15.0% 8.0%
Free-Float
45.5%
Gávea Investimentos
FA Comércio e Participações
CIE International Shareholders Stake
Direct + Indirect
Fernando Luiz Alterio 31.9%
CIE International 9.8%
Gávea Investimentos 12.8%
Shareholders’ Agreement 54.5%
Free Float 45.5%
Leading company in live entertainment
in South America
Our Presence (Net Revenue 2011)
Unique Industry Knowledge
High Growth and Strong Cash Generation
Diversified and Verticalized Model
Company Overview
4
ONE AND ONLY INVESTMENT OPPORTUNITY IN THE ENTERTAINMENT INDUSTRY IN SOUTH AMERICA
T4F is the leading live / out-of-home entertainment promoter in South America with a diversified and verticalized business model
4th largest player worldwide by Billboard
1.2 thousand shows promoted in 2011
2.9 millions tickets sold in 2011
Brazil 76%
Argentina 16%
Chile 8%
29 years of experience
Promotion of the most successful events in Brazil, Chile and Argentina
Pioneer in naming rights model in 1999
Promotion of multi-content events
Venues Operation
Food & Beverage and Merchandising
Ticketing Services
Net Operation Cash Flow = 87% of EBITDA ( ∑ 05-11)
Net Revenues CAGR 11% (07-11)
EBITDA CAGR 21% (07-11)
Sustainable margins going forward
Food & Beverage, Merchandising,
and Parking Ticketing Services Sponsorships and
Naming Rights Suites and Hospitality
Centers Box Office Private Events
Our Business
Verticalization
Revenue Sources
VENUE OPERATIONS FOOD & BEVERAGE MERCHANDISING TICKETING SERVICES
Live Music Sport Events Theatrical Production Performing Arts
U2 Stock Car
Mini Challenge
The Phantom of the Opera
Blue Man Group Bodies
5
Copa Montana
Marcas
Mamma Mia Cats
Stomp Cirque Du Soleil
Roger Waters Pearl Jam
Madonna The Addams Family
Leadership Position in Live Entertainment Industry
Guns N’ Roses
Promoted 7 out of the 10 largest shows of the tour
AC/DC
The largest show of the world tour in
2009
Coldplay
Promoted the 1st and 5th largest shows of all tours
Madonna
3 out of the 5 largest shows of the tour in 2008
6
Bon Jovi
Promoted the 2 largest shows of the 2010 world
tour
U2
3 out of the 11 largest shows of 360º World Tour
Leadership Position in Live Entertainment Industry
- More than 1,000 performances - 12 cities visited - More than 2 million tickets sold - Quidam in Sao Paulo was Cirque du Soleil’s biggest box office and the 6th biggest international box office in 2010
- Varekai started Sep/11 in Sao Paulo
Cirque du Soleil
12 different contents
The only player that ever promoted authentic Broadway productions in the region
More than 3.3 million tickets sold since 1999
Les Misérables, Chicago, Beauty and the Beast, Mamma Mia, Miss Saigon, Phantom of the Opera, The Sound of Music, Cats, Sweet Charity, Cabaret, The Witches of Eastwick, The Addams Family
Theatrical Plays
12 races per season in 10 different cities Third largest touring car series worldwide Broadcasted by TV Globo since 2000
Sports Events
2006
2007-2008
2009-2010
7
2011-2013
8
2. Investment Highlights
9
Investment Case
Live Entertainment Industry Growth
Attractive Macroeconomic
Environment and Robust Consumption Growth
Superior business model: higher return with lower risk
Credibility with international and domestic agents and privileged access to high quality entertainment providers
Compelling business model and Superior
Management and Expertise
Live music:
Touring became essential for artists
Aggressive growth in South America in terms of ticket sold and average ticket price
Massive increase in disposable income and expansion of consumer base
Expenditure of entertainment is extremely correlated to consumer spending
10
Positive Trends for Expenditures with Entertainment in Emerging Markets…
Expenditures with entertainment are expected to significantly increase in emerging markets
2011E-2016E GDP Growth (1)
(1) In local currency real terms. Source: IMF – World Economic Outlook.
France
USA
Japan
Argentina
Chile
Croatia
Peru
Israel
Portugal
Colombia
Brazil
ChinaIndia
Mexico
Greece
New Zeland
Spain
Italy
Venezuela
UKR2 = 0.66
0.0%
2.0%
4.0%
6.0%
8.0%
10.0%
12.0%
0 10,000 20,000 30,000 40,000 50,000
GDP per capita in 2009 (US$ '000)
Expe
nditu
re w
ith e
nter
taim
ent a
s a
% o
f dis
posa
ble
inco
me R2 (ex Argentina) = 0.81
Source: Euromonitor.
Expenditure with Entertainment as a % of the Disposable Income vs GDP per Capita
56.6%47.0%
38.9%33.3%
28.0%24.7%24.5%
22.6%22.6%
22.0%21.5%
19.0%17.9%
16.3%15.0%15.0%
13.7%12.5%
12.0%12.0%
9.9%9.5%
5 out of the 10 largest growths
in GDP are in South America
China
India
Indonesia
Peru
Malaysia
Chile
Colombia
Singapore
Argentina
Brazil
Russia
Mexico
Australia
Sweden
United States
New Zealand
Croatia
United Kingdom
Canada
Venezuela
France
Japan
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Boom of the Live Entertainment Industry
Live music has significantly increased importance in the music industry, with touring becoming essential for artists, while recorded music revenues have been shrinking
Source: Pollstar / IFPI
(US$ billion)
7.8 7.5
6.8
5.8 5.2
4.7
3.1 3.6
3.9 4.2
4.6 4.3
2005 2006 2007 2008 2009 2010
(US$ million)
Total Recorded Music Revenues vs. Total Revenues with Tickets Sold in North America
12%
5%
6%
6%
9%
88%
95%
94%
94%
91%
137
105
90
86
79
U2
Bruce Springsteen
Britney Spears
AC/ DC
Jonas Brothers
Album sales
Tour Gross
Total
Top Music Acts – Sales Breakdown
Source: Live Nation (2009)
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Superior Business Model
High
Margins
and
Returns
• 18% EBITDA margin
• 31% ROIC
• 26% ROE
• No revenue concentration in specific content
• Increased control over the entertainment value chain
Verticalization Ability to generate
revenues from multiple sources in each event
Low Risk
Diversification Multi-content platform
= reduced risk
Asset Light Maintenance capex = 1%
of net revenues; PP&E represent <5% of total
assets
Strong Cash Flow Low capex and negative
working capital (sponsorships + tickets
sold in advance)
Strong Cash
Conversion
• 87% of EBITDA in the period 2005-2011 was converted to cash
Note: FY2011 figures.
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Strong Cash Flow Generation
Typical Cash Cycle Of A Large Live Music Event
- 7
M
- 5
M
- 4
M
- 3
M
- 2
M
- 1
M
Con
cert
s
+ 1
M
50% of sponsorship
100% of box-office
50% of sponsorship Taxes
Promotion costs
Profit
(Cash inflows/ outflows)
Note: “M” indicates months.
50% of artist fee & media expenses
- 6M
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Solid Sponsorship Revenues Flow
• Migration of marketing budgets from traditional media to below-the-line advertising (sponsorship is the largest category within)
• Content sponsorship, priority benefit, naming rights sold in our 5 venues
• Over 100 active clients, including major corporations
• T4F’s contents attract strong media interest, generating a significant amount of spontaneous media (about R$500 million per year)
• Sponsorship corresponded to 23% of T4F’s Net Revenue in 2011
Naming Rights
Largest Corporate Sponsors
Source: IEG.
North American Annual Growth in Advertisement, Sales Promotion and Sponsorship
3.0%
0.6%
-7.1%
2.0%3.9%3.7%
2.0%
-4.6%-3.3%
0.0%
11.5% 11.4%
-0.6%
3.9%
5.9%
2007 2008 2009 2010 2011E
Advertsing
Sales Promotion
Sponsorship
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High Barriers of Entry Po
tent
ial C
ompe
titor
s
Controls 5 of the most important venues in South America Exclusive long-term access to premium venues
Possibility to capture economies of scale on the acquisition of content, by operating in four countries
The only totally integrated business model
Naming Rights: Citibank, Credicard, Abril and Caixa Econômica Federal Sponsorships: Bradesco, Credicard, Mastercard, American Express, Citibank,
Quilmes, General Motors and Pepsi
Long-term agreements and solid relationships with corporate sponsors
Agreement with Cirque du Soleil valid through 2013 Exclusivity and non-compete agreement with Live Nation valid through August
2015
Guaranteed access to premium content
Family Entertainment: Disney, Andrew Lloyd Weber, Cameron Mackintosh and the Blue Man Group
Sports: Stock Car, Brazilian TCC, Fórmula Montana and Mini Challenge Music Concerts: CAA, William Morris, ITB – International Talent Booking, The
Agency Group, among others
Privileged access to high-quality entertainment providers
T4F is the most credible producer and promoter in South America, both in execution capability and financial strength Credibility
Various business lines: Latin Music, Anglo Music, Performing Arts, Venues and Ticketing
3. Growth Strategy
17
T4F is the natural consolidator of the South American live entertainment industry
Financial Sources
IPO Proceeds
Strong Cash Generation
Leverage Capacity
Total potential amount of
approximately R$ 600mm
Acquisition Opportunities,
45%
Acquisition of Equipment, 5%
Ticketing Service, 7%
Construction of Venues, 35%
Geographic Expansion, 8%
T4F’s Growth Opportunities
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T4F Outdoor Venue in São Paulo
T4F outdoor venue is expected to be a reference among renowned entertainment venues
Project overview
Designed to fill a gap in high-level entertainment venues in the São Paulo metropolitan area
Naming rights revenues reaching up to R$ 9 million a year
Flexible in terms of capacity: events from 15,000 to 60,000 people
Capex should reach R$110 million with expected IRR of 33%
Control of the agenda and integrated model translate into a strong barrier of entry
19
Geographic Expansion
80% of T4F’s revenues in Brazil come from SP and RJ which represent only 17% of Brazil’s GDP
Main Cities in Brazil
Indicates cities in which T4F is currenlty present.
Cities to which T4F plans to expand operations.
Brazil
Sao Paulo Rio de Janeiro
Belo Horizonte Brasília
Recife
Belém
Campinas
Curitiba
Salvador
Fortaleza
680 presentations/year and 1.5 mm tickets
sold/year in SP and RJ
Porto Alegre
Natal Manaus
Main Cities in South America
Uruguay
Chile
Paraguay
French Guiana Suriname
Guiana Venezuela Colombia
Ecuador
Peru
Bolivia
Buenos Aires Santiago
Lima
Caracas
Bogota
300 presentations/year and 1.0 mm tickets sold/year in BA and
Santiago
Argentina Cordoba
Mendoza
Still a relevant growth opportunity outside Brazil, representing 40% of South America’s GDP
New / retrofitted venues to explore
Potential of 400 presentations/year and 840 thousand tickets sold/year in other cities
Potential of 200 presentations/year and 700 thousand tickets sold in other cities
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Selected Acquisition Targets
Venues
Fragmented market presents several consolidation opportunities and T4F has already screened selected acquisition targets which are complementary and synergic.
Festivals
Promotional Marketing: below the line and event companies provides strong synergies with production (team and equipments), food & beverage and venues operations
11 companies out of 92, aggregate sales of R$770 mm in 2009
Marketing Promoters
+ 4 sport events companies acting in: car racing,
beach volley, beach soccer, tennis and basketball
+ 8 companies operating in specific niches, such as: classic music, regional music and dance
+ 7 venues identified in 5 different states of Brazil
Average capacity: from 5,000 to 16,000 people
+ 7 festivals in 5 different cities in Brazil
Complementary in calendar (summer)
Well-established brands, mostly in NE region
Exposure to middle class
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4. Operational and Financial Highlights
22
Solid Operational Performance
Net Revenues (R$ mm) and Gross Margin (%) EBITDA (R$ mm) and EBITDA Margin (%)
Net Income (R$ mm) and Net Margin (%) Operational Cash Flow vs. EBITDA
Note: Summary of 2009 impacts • Global crisis impact of R$16.8 mm • Postponement impact of R$4.7 mm • H1N1 flu impact of R$21.6 mm
87%
5.358.1 110.3
210.7
256.8
351.9
462.0
36.4105.6
188.7214.5
246.5
347.7402.5
2005 2006 2007 2008 2009 2010 2011
EBITDA - Accumulated Cash Generation - Accumulated
596.6
434.6
569.2 609.8
26.7%24.4%
29.2%30.6%
2008 2009 2010 2011
100.4
46.1
95.1110.1
16.8%
10.6%
16.7%18.0%
2008 2009 2010 2011
46.9
6.0
40.3
61.17.9%
1.4%
7.1%
10.0%
2008 2009 2010 2011
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Historical Financial Information (cont’d)
.
ROIC, ROE and indebtness metrics
Net Debt and Net Debt / EBITDA
ROE (2)
Net Debt Breakdown (2011)
(%)
(R$ million)
(%)
(R$ million)
(1)ROIC calculated as NOPAT / (Net PP&E + current assets non cash) (2)ROE calculated as Net Income/ Average Shareholders’ Equity.
ROIC (1)
41.9
93.8
263.3
Short Term Debt Long Term Debt Cash and Equivalents
Net Debt
(127.6)
92
29
(128)
2.0x0.3x
2009 2010
2011
(1.2x)
38.3%
25.0%
42.0%
30.7%
2008 2009 2010 2011
46.0%
4.8%
31.7%25.9%
2008 2009 2010 2011
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Why Invest in T4F?
Unique access to high-quality content
One and only investment opportunity in the entertainment industry in South America, with longstanding track-record and leadership
Verticalization and diversification, resulting in high margins and low risk
Asset light model, resulting in high returns and dividend payout capacity
Multi-country operations, creating significant economies of scale and barriers of entry
Strong conversion of EBITDA into cash flow