Corporate Presentation June 2011 0 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. 1 IPO Summary Issuer T4F Entretenimento S.A. Ticker Symbol SHOW3 Listing Date April 13th 2011 Total Offering Size R$503 million (US$310 million1) # Shares Offered 31,441,396 ON shares with 100% tag along (Novo Mercado) Price R$16.00 Offering Breakdown 37% primary / 63% secondary (Green Shoe) Geographic Allocation 60% North America; 25% Europe; 15% Brazil Use of Proceeds (i) Acquisition of companies and venues, (ii) construction of venues e (iii) geographic expansion Bookrunners 1: Assuming the exchange rate of US$1 = R$1.6207 as of May 12th , according to Bacen. 2 Shareholding Structure Shareholding Structure CIE International Fernando Luiz Alterio 85.0% 15.0% Gávea Investimentos 8.0% 12.8% Free-Float 45.4% FA Comércio e Participações 28.1% 5.6% Shareholders Fernando Luiz Alterio CIE International Stake Direct + Indirect 31.9% 9.8% Gávea Investimentos 12.8% Shareholders Agreement 55.6% Free Float 45.4% 3 1. Company Overview 4 Company Overview T4F is the leading live / out-of-home entertainment promoter in South America with a diversified and verticalized business model Leading company in live entertainment in South America 3rd largest player Our Presence (Net Revenue 2010) Brazil 66% worldwide 2.8 millions tickets sold / 2010 29 years of experience Pioneer in naming rights Argentina 20% 1.1 thousand shows promoted /2010 Unique Industry Knowledge model in 1999 Pioneer in online Chile Peru 12% 2% ticketing system in 2000 with Ticketmaster Promotion of the most successful events in Brazil, Chile and Argentina High Growth and Strong Cash Generation Net Operation Cash Flow = 99% of EBITDA ( ∑ 05-10) Net Revenues CAGR 12% (07-10) EBITDA CAGR Diversified and Verticalized Model Promotion of multicontent events Venues Operation Food & Beverage and Merchandising 22% (07-10) Sustainable margins Ticketing Services going forward ONE AND ONLY INVESTMENT OPPORTUNITY IN THE ENTERTAINMENT INDUSTRY IN SOUTH AMERICA 5 Our Business Live Music Sport Events Theatrical Production Performing Arts U2 Madonna Stock Car Marcas Cats The Phantom of the Opera Stomp Cirque Du Soleil Aerosmith AC / DC Copa Montana Mini Challenge Mamma Mia Miss Saigon Blue Man Group Bodies Verticalization VENUE OPERATIONS FOOD & BEVERAGE MERCHANDISING TICKETING SERVICES Revenue Sources Box Office Ticketing Services Sponsorships and Naming Rights Suites and Hospitality Centers Food & Beverage, Merchandising, and Parking Private Events 6 Leadership Position in Live Entertainment Industry Guns N’ Roses Bon Jovi Promoted 7 out of the 10 largest shows of the tour Promoted the 2 largest shows of the 2010 world tour Coldplay Madonna Promoted the 1st and 5th largest shows of all tours 3 out of the 5 largest shows of the tour in 2008 AC/DC Metallica The largest show of the world tour in 2009 2nd largest out of 75 shows of the tour 7 Leadership Position in The Live Entertainment Industry - Almost 1,000 events 2006 Cirque du Soleil 2007/8 2009/10 2011/13 - 12 cities visited - More than 1.8 million tickets sold - Performance was Cirque du Soleil’s biggest box office in Sao Paulo and 6th biggest international box office in 2010 - Starting in Sep/11 in Sao Paulo 10 different contents Theatrical Plays The only player that ever promoted authentic Broadway productions in the region More than 3.1 million tickets sold since 1999 Les Misérables, Beauty and the Beast, Chicago, Mamma Mia, Phantom of the Opera, Miss Saigon, Cabaret, The Sound of Music, Sweet Charity, Cats. 12 races per season in 10 different cities Sports Events Third largest touring car series worldwide Broadcasted by TV Globo since 2000 Total Public: 430,000 / year 8 2. Investment Highlights 9 Investment Case Attractive Macroeconomic Environment and Robust Consumption Growth Massive increase in disposable income and expansion of consumer base Expenditure of entertainment is extremely correlated to consumer spending Live Entertainment Industry Growth Live music: Touring became essential for artists Aggressive growth in South America in terms of ticket sold and average ticket price Compelling business model and Superior Management and Expertise Superior business model: higher return with lower risk Credibility with international and domestic agents and privileged access to high quality entertainment providers 10 Positive Trends for Expenditures with Entertainment in Emerging Markets… Expenditure with Entertainment as a % of the Disposable Income vs GDP per Capita 2010E-2015E GDP Growth (1) China 61.8% Cambodia 42.8% Peru 40.8% Singapore 33.8% Chile 32.9% Brazil 31.1% Mexico 30.8% Colombia 28.0% Israel 24.0% Argentina 20.0% New Zeland 18.4% USA 17.0% UK 15.1% Croatia 15.6% Japan 12.1% France 12.1% Italy 7.8% Spain 7.0% Portugal 6.0% Venezuela 5 out of the 11 largest growths in GDP are in South America Expenditure with entertaiment as a % of disposable income India Greece 12.0% 75.0% R2 = 0.66 R2 (ex Argentina) = 0.81 UK Japan 10.0% Spain Argentina USA New Zeland 8.0% France Portugal Greece 6.0% Italy Croatia Israel 4.0% Brazil Mexico Chile China India Colombia Venezuela Peru 2.0% 0.0% 0 10,000 20,000 30,000 40,000 50,000 GDP per capita in 2009 (US$ '000) 4.2% -0.1% (1) In local currency real terms. Source: IMF – World Economic Outlook. Source: Euromonitor. Expenditures with entertainment are expected to significantly increase in emerging markets 11 …Combined with Changing Demographics in Brazil Demographic Shift Social Classes Growth in Brazil 2001-08 Aggregate Income Growth (R$ bn) by Social Class TF4’s target public Expansion of classes A, B and C is boosting consumption - Southeast and South regions, the wealthiest of the country, represent high growth potential - Under penetrated North and Northeast regions are increasingly perceived as growth opportunities 2001 38% TF4’s target public = 46% 39.1% Social Classes A/B 8% A/B C 48.4% C 2008 TF4’s target public = 59% 49% 10% A/B Note: Average Monthly Income by Class: A and B (R$4,591+), C (R$1,064-4,591), D (R$768-1,064) and E (R$0-768) Source: IBGE, PNAD 2002, PNAD 2008 and FGV-CPS C Source: FGV. 12 Boom of the Live Entertainment Industry Live music has significantly increased importance in the music industry, with touring becoming essential for artists, while recorded music revenues have been shrinking Total Recorded Music Revenues vs. Total Revenues with Tickets Sold in North America (US$ billion) 2009 Top Music Acts – Sales Breakdown (US$ million) U2 13.6 12% 88% 137 13.1 12.5 Bruce Springsteen 11.0 5% 95% 105 9.0 Album sales Britney Spears 8.0 6% 94% 90 Tour Gross Total 2.8 2004 Source: Pollstar 3.1 2005 3.6 2006 3.9 2007 4.2 2008 AC/ DC 6% Jonas Brothers 9% 94% 86 4.6 91% 79 2009 Source: Live Nation 13 Attractive Dynamics in South America T4F has uncontested leadership in South America… Leading Position Tickets Sold Global Rank 2005 2006 2007 2008 2009 Index 100 500 2010 CAGR: 425 400 3rd 300 200 4th 7th 100 10th -1% 95 - 21st 2006 1st 44% 2007 Top independent promoter in 2009 and 2010 by Billboard 2008 World Higher Audience Market per Concert (1) 2009 2010 South America Significant Pricing Power (1) (‘000 people) (Average ticket price – US$ per ticket) Average Brazil, Argentina and Chile (T4F) +73% T4F Average: 45.0 Global Average 59 53 106 Global Average: 26.0 22 114 22 21 Coldplay Metallica Global Average: 82.5 87 86 72 37 +2.7% T4F Average: 84.7 Global Average 58 43 27 Average Brazil, Argentina and Chile (T4F) 69 84 72 77 69 13 Aerosmith Madonna AC/ DC (1) Selection based on concerts promoted by T4F that were part of a global tour, which worldwide statistics were available on Pollstar’s 2009 review; source: Pollstar and T4F. Aerosmith Madonna AC/ DC Coldplay Metallica Source: Pollstar, Billboard and T4F. South America: a must-go destination for world tours 14 Superior Business Model EBITDA Margin (2010) Verticalization Diversification Ability to generate revenues from multiple sources in each event Multi-content platform = reduced risk High Margins 16.7% 1 12.8% 6.5% High Returns • 42% ROIC and 32% ROE in 2010 • No revenue concentration Low Risk in specific content • Increased control over the entertainment value chain Asset Light Strong Cash Flow Maintenance capex = 1% of net revenues; PP&E represent <5% of total assets Low capex and negative working capital (sponsorships + tickets sold in advance) Strong Cash Conversion • 99% of EBITDA between 2005 and 2010 was converted to cash Note(1): Largest entertainment Company in Mexico controlled by CIE 15 Solid Sponsorship Revenues Flow • Content sponsorship, priority benefit, naming rights sold in our 5 venues • Over 100 active clients, including major Current Backlog (1) and Backlog Recognition (R$ million) Current Backlog Backlog Recognition corporations • T4F’s contents attract strong media interest, 206 generating a significant amount of spontaneous media (about R$500 million per year) 101 Largest Corporate Sponsors 71 25 Naming Rights 9 2010 2011E 2012E 2013E 2014E - 2019E (1) Sum of all sponsorship contracts held by the Company. 16 High Barriers of Entry Guaranteed access to premium content Agreement with Cirque du Soleil valid through 2013 Exclusivity and non-compete agreement with Live Nation valid through August 2015 Family Entertainment: Disney, Andrew Lloyd Weber, Cameron Mackintosh and Potential Competitors Privileged access to highquality entertainment providers the Blue Man Group Sports: Stock Car, Fórmula Montana and Mini Challenge championship Music Concerts: CAA, William Morris, ITB – International Talent Booking, The Agency Group, among others Long-term agreements and solid relationships with corporate sponsors Exclusive long-term access to premium venues Multi-country operations Credibility Naming Rights: Citibank, Credicard, Abril and Caixa Econômica Federal Sponsorships: Bradesco, Credicard, Mastercard, American Express, Citibank, Quilmes, General Motors and Pepsi Controls 5 of the most important venues in South America Possibility to capture economies of scale on the acquisition of content, by operating in four countries T4F is the most credible producer and promoter in South America, both in execution capability and financial strength 17 Competitive Landscape T4F has a totally integrated business model… Latin Music Anglo Music T4F Brazil T4F Plan Music XYZ Live Argentina Chile T4F Fenix Fenix Performing Arts Venues T4F T4F Dell Arte HSBC Brasil Ingresso Fácil Dançar Via Funchal Ingresso Rápido Ake Opus Ingresso.com T4F Siberia RGB Ake Ake DG Medios RGB T4F Luna Park Arena Santiago Ticketing Services Ticket Portal Top Show Falabella Puntoticket …No other company operates in 3 countries, throughout various business lines 18 Seasoned Management and Board of Directors Name/Position Founder of T4F Years of Experience Name/Position Fernando Alterio – Chairman 39 Founder of T4F 29 years of industry experience Grace Tourinho CEO - Brazil 3 24 Previous experiences include Cosan, Palace, Banco Interatlântico and Cruzeiro DTVM Orlando Viscardi CFO 1 18 Alejandro Soberón – Member José Muniz VP T4F USA 12 26 Alexandre Faria COO 10 16 Stephanie Mayorkis Theater and Expositions Director 10 15 José Papa Booking Director 1 Angela Ferrante HR Director 4 25 Flávio Fernandes Int’l Managing Director 1 19 Francisco Goni Country head - Chile 9 16 Fernando Moya Artistic Director Argentina 5 27 13 BOARD OF DIRECTORS MANAGEMENT Fernando Alterio CEO Years of T4F Founder, CEO and president of the board of directors of CIE Holds a degree in Business Administration from Universidad Iberoamericana (Mexico) Maurizio Mauro – Member Former CEO Grupo Abril Former senior partner at Booz Allen Hamilton Board member in several Brazilian companies Luciano Nogueira Neto – Member Co-founder of T4F and 28 years of industry experience Previous experiences include Palace Promoções, Lojas Pernambucanas and own ventures Holds degrees in business administration (FGV-EAESP) and law (USP) Piero Minardi – Member Senior Partner at Gávea Investimentos Extensive corporate finance and strategic consulting knowledge Former M&A director at Grupo Bunge Human Resources Strategy Focused in the Alignment of Interests: Strong variable component, stock options and trainee program 19 3. Growth Strategy 20 T4F’s History Track record of success, growth and regional expansion Foundation Expansion Consolidation of the Business Model Expansion to other cities 2008: Agreement with Live Nation in South America 1983: Brazil – Opening of Palace(1) (São Paulo) 1999: Brazil – Opening of Credicard Hall (São Paulo) First year of Broadway promotion 2005: Argentina – Acquisition of Ticketek 2001: Brazil – Opening of Teatro Abril venue (São Paulo) Brazil – Acquisition of Citibank Hall Rio de Janeiro 2000: Brazil: Start of operations of Ticketmaster system Note(1): Currently, Citibank Hall São Paulo New Expansion Cycle in Brazil and countries in the region Construction of venues Acquisition of companies 2010: New category Mini Challenge 2006: Brazil – Acquisition of Vicar Argentina – Acquisition of Pop Art 2007: Acquisition of control of T4F by Fernando Alterio and Gávea Investimentos Acquisition of T4F Argentina and T4F Chile 21 T4F’s Drivers for Growth T4F is the natural consolidator of the South American live entertainment industry Total potential amount of approximately R$ 600mm Strong Financial Profile Acquisition of Equipment, 5% Ticketing Service, 7% Offering Proceeds Acquisition Opportunities, 45% Strong Cash Generation Construction of Venues, 35% Leverage Capacity Geographic Expansion, 8% The IPO will further improve T4F leadership and capture the booming industry prospects 22 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$ 8 million a year Flexible in terms of capacity: events from 15,000 to 60,000 people Capex should reach R$100 million with expected IRR of 33% Control of the agenda and integrated model translate into a strong barrier of entry Venue – São Paulo, Brazil Foro Sol – Mexico City, Mexico 23 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 South America Main Cities in Brazil New / retrofitted venues to explore Colombia Caracas Venezuela Guiana Suriname Bogota French Guiana Ecuador Belém Fortaleza Natal Recife Manaus Brazil Peru Lima Salvador Bolivia Brasília Belo Horizonte Campinas Curitiba Rio de Janeiro Sao Paulo Porto Alegre 680 presentations/year and 1.5 mm tickets sold/year in SP and RJ Potential of 400 presentations/year and 840 thousand tickets sold/year in other cities Paraguay Chile Mendoza Argentina Cordoba Uruguay Santiago Buenos Aires 300 presentations/year and 1.0 mm tickets sold/year in BA and Santiago Potential of 200 presentations/year and 700 thousand tickets sold in other cities Indicates cities in which T4F is currenlty present. Cities to which T4F plans to expand operations. Still a relevant growth opportunity outside Brazil, representing 40% of South America’s GDP 24 Selected Acquisition Targets Fragmented market presents several consolidation opportunities and T4F has already screened selected acquisition targets which are complementary and synergic. Venues + 16 venues identified in 9 different states of Brazil Average capacity: from 5,000 to 16,000 people Festivals + 11 festivals in 11 different cities in Brazil Complementary in calendar (summer) Well-established brands, mostly in NE region Exposure to middle class Promoters Marketing + 8 companies operating in specific niches, such as: classic music, regional music and dance Promotional Marketing: below the line and event companies provides strong synergies with production (team and equipments), food & beverage and venues operations + 8 sport events companies acting in: car racing, beach volley, beach soccer, tennis and basketball 11 companies out of 92, aggregate sales of R$770 mm in 2009 25 4. Operational and Financial Highlights 26 Solid Operational Performance Net Revenues (R$ mm) and Gross Margin (%) EBITDA (R$ mm) and EBITDA Margin (%) CAGR: 12% CAGR: 22% 16.7% 16.8% 28.2% 26.7% 29.2% 10.6% 24.4% 596.6 100.4 2008 95.1 569.2 434.6 404.2 2007 12.9% 2009 52.1 2010 Net Income (R$ mm) and Net Margin (%) 46.1 2007 2008 2009 2010 Operational Cash Flow vs. EBITDA CAGR: 15% 7.9% 351.9 7.1% 6.5% 347.7 214.5 188.7 46.9 1.4% 40.3 246.5 256.8 210.7 99% 105.6 110.3 26.3 36.4 58.1 6.0 5.3 2007 2008 2009 2010 2005 2006 2007 EBITDA - Accumulated 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$21.6 mm 2008 2009 2010 Cash Generation - Accumulated 27 Historical Financial Information (cont’d) ROIC, ROE and indebtness metrics ROIC (1) ROE (2) (%) (%) 42.0% 38.3% 46.0% 40.6% 31.7% 25.5% 25.0% 4.8% 2007 2008 2009 2010 Net Debt and Net Debt / EBITDA 2007 2008 2009 2010 Net Debt Breakdown (as of Dec 2010) (R$ million) (R$ million) 113 92 2.0x 131.3 120.9 29 1.1x 29.4 19 0.3x 2008 2009 2010 Short Term Debt Long Term Debt Cash and Equivalents Net Debt (1)ROIC calculated as NOPAT / (Net PP&E + current assets non cash) (2)ROE calculated as Net Income/ Average Shareholders’ Equity. . 28 Why Invest in T4F? One and only investment opportunity in the entertainment industry in South America, with longstanding track-record and leadership Strong conversion of EBITDA into cash flow Asset light model, resulting in high returns and dividend payout capacity Verticalization and diversification, resulting in high margins and low risk Unique access to high-quality content Multi-country operations, creating significant economies of scale and barriers of entry 29
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