Management Presentation

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