Professional Documents
Culture Documents
July 2023 2
Agenda
Section 01
About RGS
Section 02
M&A Brazil | 10-year review up to 6M2023
Section 03
M&A Brazil | 5-year review of largest transactions
Section 04
Brazil | 6M2023 review
Section 05
Brazil | Country overview
3
Section 1
About
4
We are The financial advisory and strategic partner for your M&A or
fundraising journey
5
RGS overview
We act in all transaction stages, seeking to find the right tone for each business
and each client
Mergers
and acquisitions Fundraising
This is our specialty. This is what we have been doing with Compose, tune and align. The same mastery in Mergers and
mastery for a decade. What drives us is helping our clients and Acquisitions expands to fundraising advisory and debt capital
companies start a new and prosperous chapter in their stories. markets (DCM)
6
Middle market
Informal Service
Providers
7
Leading M&A
independent financial
advisor in Brazil
Combining expertise and We completed 16
harmony, we lead the top transactions in 2022 and
financial market rankings positioned ourselves as the
leading financial advisor in
Brazil
1º 1º 1º
M&A Brazil - Ranking 2020, M&A Brazil - Ranking 2022 M&A Brazil - Ranking 2022
2021, 2022 e 2023 Ranking by Completed Ranking by Completed
Ranked as the best M&A Transactions Transactions
independent advisor
8
2022 We began to offer structured debt
issuances so that your company has access
to capital and can grow
2013We created RGS with the objective of strengthening the middle market by
offering a high level of service and increasing entrepreneurs’ access to good
opportunities in the market
9
André Levy Fabio Jamra
⁄ CFO at Phosfaz, and CFO and Head of People at Qulture.Rocks ⁄ Investment Banking at Deutsche Bank
⁄ MBA from Wharton ⁄ Specialization in M&A from Wharton Business School,
⁄ Industrial Engineering at Polytechnic School of the University of University of Pennsylvania
São Paulo ⁄ Business Management at FGV
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Main transactions (1/7)
11
Main transactions (2/7)
12
Main transactions (3/7)
13
Main transactions (4/7)
Financial advisor to Portobello in Financial advisor to Boa Vista, on Financial advisor to Portobello in
Financial advisor to dtm, on the
the restructuring of the stock the acquisition of Konduto, for the restructuring of the stock
sale to Plusoft
buyback program R$172mm buyback program
Financial advisor to Opentech on Financial advisor to Tecnogera, Financial advisor to Verde Financial advisor to Remessa
the sale to Niche Partners, a controlled by Patria Agrícola on the sale to Rech Online/BeeTech in a R$110mm
Private Equity fund founded by Investimentos, on the sale to Agrícola, controlled by Aqua (Series B) investment round led
Vasco Oliveira and SK Tarpon CBG Capital by Kaszek Ventures
14
Main transactions (5/7)
Financial advisor to Bergus on Financial advisor to Portobello in Financial advisor to Loop on the Financial advisor to Prumo’s
the sale to it’sSeg Company, the restructuring of the stock sale of a controlling stake to minority shareholders on the
controlled by Actis buyback program Webmotors Tender Offer process
15
Main transactions (6/7)
Hive
Financial advisor to SouthRock Financial advisor to Hive on the Financial advisor to Wheaton
Financial advisor to Oppa on the
on the acquisition of Starbucks’ sale of a minority stake to Brasil on the acquisiton of
sale to Meu Móvel de Madeira
operation in Brazil private investors Verescence Brasil
16
Main transactions (7/7)
17
Section 2
279
201
186
Average:
153 161 156
142 160
134 -44%
119 121
107 108
60
2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 6M2022 6M2023
1. Considers only transactions with disclosed values above R$50mm, from Jan/2012 to Jun/2023, and with target companies located in Brazil. Excludes real estate transactions
19
Source: S&P Capital IQ
M&A Brazil | 2012 to 6M2023 (2/4)
The value transacted (1) decreased 47% from 6M2022 to 6M2023
302
219 214
179
Average:
143
R$ 154bn -47%
118 112
97 104 107 101
95
54
2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 6M2022 6M2023
1. Considers only transactions with disclosed values above R$50mm, from Jan/2012 to Jun/2023, and with target companies located in Brazil. Excludes real estate transactions
20
Source: S&P Capital IQ
M&A Brazil | 2012 to 6M2023 (3/4)
Energy & Utilities is the sector with the highest number of transactions (1)
between 2012 and 6M2023 (388). Most recently, Tech has seen the largest
increase in the number of transactions, which should be the new standard
279
108
201
186
153 161 156
142 134 60
119 121
107
2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 6M2022 6M2023
101
219 214
179
143
118 54
104 107 112
97 95
2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 6M2022 6M2023
1. Considers only transactions with disclosed values above R$50mm, from Jan/2012 to Jun/2023, and with target companies located in Brazil. Excludes real estate transactions
23
Source: S&P Capital IQ
M&A Brazil | 6M2023
In 6M2023, Tech has seen the largest number of transactions (1), while Retail &
Consumer(2) was the sector with highest value transacted
Healthcare 10 Materials 12
Industrials 7 Tech 8
Materials 5 Healthcare 3
Others 4 Industrials 2
1. Considers only transactions with disclosed values above R$50mm, from Jan/2012 to Jun/2023, and with target companies located in Brazil. Excludes real estate transactions
24
2. Retail & Consumer higher transaction value in 6M2023 was largely affected by the Natura & L’Oréal transaction
Source: S&P Capital IQ
Buyer characteristics
Strategic buyers represented 66% of the transactions (1) in 6M2023...
39%
201
186
161 156
153 38%
142 29%
134
25% 25% 119 121 24%
22% 107 108
21%
26% 21%
21%
61% 45%
60
75% 76% 71% 62%
75% 78% 79% 34%
74% 79% 79%
55%
66%
2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 6M2022 6M2023
1. Considers only transactions with disclosed values above R$50mm, from Jan/2012 to Jun/2023, and with target companies located in Brazil. Excludes real estate transactions
25
Source: S&P Capital IQ
Buyer characteristics (cont’d)
...and 91% of the total value transacted (1)
302
vs. 6M2023(1)
In R$bn unless otherwise indicated
22%
219 214
10%
179 16%
11%
143
118 13% 112
97 104 107 78% 101
95
15% 18% 26% 22% 90%
25% 84% 20%
27% 89%
54
87%
85% 9%
82% 74% 78% 80%
75% 73%
91%
2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 6M2022 6M2023
1. Considers only transactions with disclosed values above R$50mm, from Jan/2012 to Jun/2023, and with target companies located in Brazil. Excludes real estate transactions
26
Source: S&P Capital IQ
Transaction type
50% of all transactions(1) conducted in Brazil during 6M2023 involved
international players…
20%
201
186
161 156 28%
153
142 43%
134
46% 119 121 28%
107 108
36% 35%
45%
38%
30% 45% 80% 46%
72% 60
54% 72% 57%
64% 65% 50%
70% 55% 55% 62%
54%
50%
2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 6M2022 6M2023
1. Considers only transactions with disclosed values above R$50mm, from Jan/2012 to Jun/2023, and with target companies located in Brazil. Excludes real estate transactions
27
Source: S&P Capital IQ
Transaction type (cont’d)
...who represented 84% of the total value transacted (1)
302
27%
219 214
8%
179
29%
19% 143
118 17% 112
97 104 107 101
95 73%
31% 32% 92%
31% 38% 25%
46% 34% 81% 71% 54
83%
69% 69% 68% 75%
66% 62% 84%
54%
16%
2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 6M2022 6M2023
1. Considers only transactions with disclosed values above R$50mm, from Jan/2012 to Jun/2023, and with target companies located in Brazil. Excludes real estate transactions
28
Source: S&P Capital IQ
Section 3
Passenger Ground
Sep-23-2020 11,473 - -
Transportation
Highways and
Jan-22-2021 4,202 3.8x 9.0x
Railtracks
Education
Dec-01-2022 3,565 2.2x 12.8x
Services
Environmental
Mar-31-2017 2,908 - -
Services
1. Considers only transactions with disclosed values above R$50mm, from Jan/2012 to Jun/2023, and with target companies located in Brazil. Excludes real estate transactions
32
2. Exchange rate based on the day of announcement
Source: S&P Capital IQ
Main buyers by number of transactions(1) | 2018 to
6M2023
Number of
Buyer Buyer type Buyer industry Country
transactions (#)
42 Financial FIG
39 Financial FIG
38 Financial FIG
36 Financial FIG
19 Financial FIG
17 Financial FIG
16 Financial FIG
15 Financial FIG
15 Financial FIG
14 Financial FIG
1. Considers only transactions with disclosed values above R$50mm, from Jan/2012 to Jun/2023, and with target companies located in Brazil. Excludes real estate transactions
33
Source: S&P Capital IQ
Section 4
Transaction EV/
Announced Buyer/ EV/EBITDA Transaction Target
Target value Revenues
date Investor LTM type sector
(R$mm)(1)(2) LTM
Aesop Retail Pty Ltd Retail &
Jun-03-2023 12,777 - - M&A
Consumer
(3)
Jan-27-2023 1,800 - - M&A Energy
1. Considers only transactions with disclosed values above R$50mm, from Jan/2012 to Jun/2023, 2. Exchange rate based on the day of announcement
35
and with target companies located in Brazil. Excludes real estate transactions 3. 260 MW of operating wind portfolio in Brazil from EDP Renewables
Source: S&P Capital IQ
Transactions in Brazil | 6M2023 (1/6)
Transaction EV/
Announced Buyer/ EV/EBITDA Transaction Target
Target value Revenues
date Investor LTM type sector
(R$mm)(1)(2) LTM
Albali Fundo de
Jan-10-2023 Investimento
330 - - M&A Others
Private
Jan-11-2023 781 - - Materials
Placement
Group of investors led by
Private
Jan-13-2023 52 - - Healthcare
Placement
Retail &
Jan-17-2023 170 2.1x 13.1x M&A
Consumer
Group of investors led by
Private
Jan-17-2023 77 - - FIG
Placement
Private
Jan-20-2023 500 - - FIG
Placement
(3)
Jan-27-2023 1,800 - - M&A Energy
Private
Jan-27-2023 250 - - Energy
Placement
Private
Jan-30-2023 110 - - FIG
Placement
1. Considers only transactions with disclosed values above R$50mm, from Jan/2012 to Jun/2023, 2. Exchange rate based on the day of announcement
36
and with target companies located in Brazil. Excludes real estate transactions 3. 260 MW of operating wind portfolio in Brazil from EDP Renewables
Source: S&P Capital IQ
Transactions in Brazil | 6M2023 (2/6)
Transaction EV/
Announced Buyer/ EV/EBITDA Transaction Target
Target value Revenues
date Investor LTM type sector
(R$mm)(1)(2) LTM
Private
Feb-03-2023 81 - - Tech
Placement
1. Considers only transactions with disclosed values above R$50mm, from Jan/2012 to Jun/2023, and with target companies located in Brazil. Excludes real estate transactions
37
2. Exchange rate based on the day of announcement
Source: S&P Capital IQ
Transactions in Brazil | 6M2023 (3/6)
Transaction EV/
Announced Buyer/ EV/EBITDA Transaction Target
Target value Revenues
date Investor LTM type sector
(R$mm)(1)(2) LTM
Pop Internet Ltda.
Mar-03-2023 60 - - M&A Healthcare
1. Considers only transactions with disclosed values above R$50mm, from Jan/2012 to Jun/2023, and with target companies located in Brazil. Excludes real estate transactions
38
2. Exchange rate based on the day of announcement
Source: S&P Capital IQ
Transactions in Brazil | 6M2023 (4/6)
Transaction EV/
Announced Buyer/ EV/EBITDA Transaction Target
Target value Revenues
date Investor LTM type sector
(R$mm)(1)(2) LTM
17 Dermacyd line
May-02-2023 products in LatAm 366 - - M&A Healthcare
Private
May-15-2023 225 - - Healthcare
Placement
1. Considers only transactions with disclosed values above R$50mm, from Jan/2012 to Jun/2023, and with target companies located in Brazil. Excludes real estate transactions
39
2. Exchange rate based on the day of announcement
Source: S&P Capital IQ
Transactions in Brazil | 6M2023 (5/6)
Transaction EV/
Announced Buyer/ EV/EBITDA Transaction Target
Target value Revenues
date Investor LTM type sector
(R$mm)(1)(2) LTM
Centro de Excelência
May-18-2023 Oncológica 350 - - M&A Healthcare
& Pontus
Private
Jun-06-2023 150 - - Tech
Placement
1. Considers only transactions with disclosed values above R$50mm, from Jan/2012 to Jun/2023, and with target companies located in Brazil. Excludes real estate transactions
40
2. Exchange rate based on the day of announcement
Source: S&P Capital IQ
Transactions in Brazil | 6M2023 (6/6)
Transaction EV/
Announced Buyer/ EV/EBITDA Transaction Target
Target value Revenues
date Investor LTM type sector
(R$mm)(1)(2) LTM
RD Station
Jun-06-2023 51 - - M&A Tech
Private
Jun-07-2023 79 - - Tech
Placement
Private
Jun-12-2023 113 - - Healthcare
Placement
1. Considers only transactions with disclosed values above R$50mm, from Jan/2012 to Jun/2023, and with target companies located in Brazil. Excludes real estate transactions
41
2. Exchange rate based on the day of announcement
Source: S&P Capital IQ
Section 5
42
Economic indicators
Overview of the main macroeconomic data
2.2%
2.9%
1.8%
1.8%
1.5%
1.3%
0.9%
1.1% 1.1%
6.0%
1.0%
6.3%
5.0%
5.8%
4.1%
4.0%
3.9%
3.6%
4.3% 4.5%
3.8%
3.0%
(3.6%)
(4.1%)
2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025
5.30
5.30
5.25
5.17
5.08
5.00
10.00%
9.00%
9.00%
2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025
43
Source: IBGE and BACEN Focus Report as of March 31st and June 30th, 2023
Broad market performance
Equity indices, treasury yield curve, exchange rate and country risk premium
Equity indices(1)
Market cap, index = 100
Performance 1M YTD 1Y
170.0
Aggregate Brazil RGS index BRL 8.0% 5.8% 9.4%
160.0 14.3% 16.0% 18.7%
Aggregate Brazil RGS index USD
150.0 Ibovespa BRL 9.0% 7.6% 19.8%
140.0 Ibovespa USD 15.4% 18.0% 30.0%
6.5% 15.9% 17.6%
130.0 S&P500
19.8%
120.0 17.6%
110.0 15.6%
9.4%
100.0 4.0%
90.0
80.0
Jun-22 Jul-22 Aug-22 Sep-22 Oct-22 Nov-22 Dec-22 Jan-23 Feb-23 Mar-23 Apr-23 May-23 Jun-23
Income-Driven Sectors RGS Index Infrastructure & Commodities RGS Index Aggregate Brazil RGS Index Ibovespa S&P 500
Brazil treasury yield curve(2) FX rate and country risk premium (10Y Brazil CDS)
Rate p.a. (%) FX rate in BRL/1 USD and CDS in basis points
14.0 8.0 700
Performance 1M YTD 1Y
13.0 7.5 Exchange Rate (3) 600
(4.6%) (9.8%) (7.8%)
7.0 CDS (8.5%) (18.4%) (26.7%) 500
12.0
6.5
11.0 400
6.0
10.0 300
5.5
9.0 5.0 200
8.0 4.5 100
7.0 4.0 0
Jun-22 Aug-22 Oct-22 Dec-22 Feb-23 Apr-23 Jun-23
Spot
1M
3M
6M
1Y
2Y
3Y
4Y
5Y
10Y
3M Ago Today
Source: BRL / USD CDS
1. Companies’ reports and S&P Global Market Intelligence as of June 30th, 2023 44
2. B3 as of March 31st and June 30th, 2023
3. Negative change means an appreciation of the Brazilian Real against the US Dollar
Market performance by sector
45
Source: S&P Global Market Intelligence as of June 30th, 2023
Market performance by sector (cont’d)
46
Source: S&P Global Market Intelligence as of June 30th, 2023
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São Paulo/SP Zip-code: 04538 132
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