presentation – increase on chl’s stake
TRANSCRIPT
PDG Realty increases its stake in CHL to 70%PDG Realty increases its stake in CHL to 70%, and acquires an option to purchase an
additional 30% reaching 100%additional 30% reaching 100%
Investors Relations:
Michel WurmanMichel Wurman Investors Relations Director
João Mallet, CFAInvestors Relations Manager
Gustavo JanerIR Analyst
1
Telephone: +55 (21) 3504-3800E-mail: [email protected]
Website: www.pdgrealty.com.br/ir
Agenda Agenda
Deal Rationale
Acquisition Structure
30% option
Accretive Valuation
PDG Realty Business Model
2
DealDeal RationaleRationale
Capture the CHL´s further expansion potential on the real estate market of Rio de Janeiro
Investment in a company with proven execution capacity and great potential growth.
Stake acquisition based on accretive valuation.
Arbitrage opportunity on discounts between listed companies versus private equity investments.
Reaffirm and reiterate the strategic alignment between Rogério Chor (founder and CEO of CHL), CHL executives, and PDG Realty.
Rogério Chor, together with Milton Goldfarb, from Goldfarb, will join PDG Realty´s Rogério Chor, together with Milton Goldfarb, from Goldfarb, will join PDG Realty s operational committee, actively participating in the strategic and operational decisions of the company.
3
AcquisitionAcquisition StructureStructure
We acquired na additional 20% stake in CHL, reaching 70% of the company.
The operation will be take place as described below:The operation will be take place as described below:
– Considering the economic value of CHL of R$550 million, we increased the capital in R$100 million (to be paid until May/08) with the issuance of CHL shares. As a consequence PDG Realty will hold a stake on CHL of 57 69%consequence PDG Realty will hold a stake on CHL of 57,69%.
– Merger of a holding company with a 12.31% interest in CHL, to be paid through the issuance of 3.2 million new common shares delivered to CHL’s partners.
After the conclusion of the deal described above, PDG Realty will hold 70% of CHL.
4
New Purchase Option of 100%New Purchase Option of 100%
W t d i t t ith th i i h h ld f CHL f h h We entered into an agreement with the remaining shareholders of CHL for a share purchase option for acquisition of up to 100% of CHL’s shares by PDG Realty.
The option may be exercised on an annual basis by any of the parties in 4 tranches from 2009 on, ith the fi st t anche of 6% and the othe s of 8%with the first tranche of 6% and the others of 8%.
The acquisition will be carried out through the issue of new shares by PDG Realty, pursuant to the proposal to be submitted to the shareholders.
The economic value of CHL for purposes of exercising the options will be determined by comparing the price earnings multiples, with a 35% discount relative to PDG Realty’s multiple.
CHL Net Income * 65% / PDG Realty Net IncomeCHL Net Income * 65% / PDG Realty Net Income
The number of PDG Realty shares to be issued will be calculated as follows:
N b f PDGR3 (LL CHL DI / PDG NI) * 0 65 * PDG h * % CHL DI hNumber of PDGR3 = (LL CHL DI / PDG NI) * 0,65 * PDG shares* % CHL DI sharesWhere:number of PDGR3: number of PDG shares to be issued as a result of the respective incorporation;PDG NI: means the net income of PDG included in the balance sheet as of December 31 of the year immediately prior to the fiscal year of the tranche of the respective Option; CHL NI: CHL’s net income included in the balance sheet as of December 31 of the year immediately prior to the exercise of the tranche of the respective Option;PDG shares: number of shares representing the capital stock of PDG as of December 31 of the year immediately prior to the exercise of the respective Option.% of CHL DI Shares: percentage of CHL sold in the concerned tranche (6%).
5
% o C S a es pe ce tage o C so d t e co ce ed t a c e (6%)
AccretiveAccretive ValuationValuation
Once again we were capable to consolidate an attractive investment with accretive valuation, leveraged on the arbitrage opportunity on discounts between listed companies versus private equity investments.
Accretive Valuation
Estimated Economic Value (R$ million)Estimated Earnings * 09´ (R$ million)
550120 ‐ 140g ( $ )
Estimated 09´ P/E
* based on internal company estimates
3.93 ‐ 4.58
6
PDG PDG RealtyRealty Business Business ModelModel
PDG R lt h b i t t b i b d th i t it d l dPDG Realty has been managing to create new businesses based on the private equity model and
establish new successful partnerships with companies with proven track record.
7
PDG PDG RealtyRealty Business Business ModelModel
Constant deal flow at capital markets, operational and corporate finance levels
arke
ts /
Inv.
at
ion
Non Deal Road Show (NY)
Initiating Coverage
UBS Conference São Paulo
One on one UBS Conference
London
Credit Suisse Real Estate road trip
Santander Real Estate road trip
Deutsche Bank Conference (NY)
Banco Brascan IPO
R$ 432 mmDebenturesR$ 250 mm
Follow-OnR$ 575 mm
Cap
ital M
aRe
la
BostonNon Deal
NY and Toronto
Initiating Coverage Initiating CoverageInitiating coverage
(debenture)
UBS CEO Conference
IPOR$ 304 mm
Ope
ratio
nal
4Q06
Launches: 16 projectsSales pro rata: R$82 mm
1Q07
Launches: 14 projectsSales pro rata: R$78 mm
2Q07
Launches: 21 projectsSales pro rata: R$224 mm
Pip
elin
e
Joint VentureAcq. of 21%
Acq. of 14.5%2
O GSV pro rata: R$ 159mm GSV pro rata: : R$ 144mm GSV pro rata : R$ 231mm
Goldfarb and CHL JV
Acq. of 20% (+30% option)
Acq
uisi
tion
Acq. of 10%
Acq. of 20%
Sale of 20%
q
Acq. of 5% (+5% option)Acq. of 30%
Joint Venture
Acq. of 40%
Joint Venture
JV 36.9%1
JVAcq. of 5%
(+20% option)
C J
8
Feb-07 Apr-07 Jun-07 Aug-07Jul-07 Sep-07Jan-07 Mar-07 May-07 Oct -07
Notes:1 25% directly and 11.9% indirectly through Lindencorp
2 Subject to further changes after new acquisitions
Nov -07
Business ModelBusiness Model
Exposure to the Low Income Segment
Flexibilidade para atuar em todos os segmentos do mercado imobiliário Brasileiro
Expertise and capacity to invest in:
Low Income Pro rata PSV in the Landbank amounts to R$ 3,5 billion with over 42 k units
Diversification
Expertise and capacity to invest in:– Geographic regions – Market– Income class segments
Leverage on Partnership Philosophy
Abilidade para agregar os melhores profissionais do mercado e alavancar suas abilidades em suas especificas áreas de atuação
Ability to “hire” the best management in the industry and leverage on their specific and local knowledge
Additional capital gain potential
Potenciais ganhos de capital através dos seus investimentos de portfolio
Management with strong real estate expertise, financial background
Potential capital gains through its portfolio investments
Management expertise Gestão com grande expertise no setor imobiliário e financeiro com forte cultura de maximização de retornos
The right platform to accomplish a sustainable long term growth
g g p , gand return oriented culture to implement PDG Realty´s business strategy
9
The right platform to accomplish a sustainable long term growth
Unique business model in the Brazilian real estate market