LAVCA spoke with GP Investments Co-chairman & Co-CEO about their fundraising efforts and what opportunities exist in the current market environment for creating liquidity events in Brazil.
LAVCA: Please provide some background on GP Investments. What makes GP Investment’s structure unique?
Bonchristiano: GP Investments was formed in 1993 and is one of the original control-oriented private equity firms in Latin America.
What makes our structure unique is the team and its hands-on, operating experience. Our private equity investment team is comprised of 15 investment professionals and is one of the largest, most experienced, and longest-tenured private equity teams committed to investing in Brazil, with the senior team having worked together for an average of 13 years, applying a shared approach to active management, operational improvement, and value creation. Managing directors from the Investment Team often assume chief executive level management positions within portfolio companies to implement and lead those strategies.
Over the last 22 years, we have invested US$3.5 billion in 53 companies through six private equity funds across various macro-economic cycles. To date, we have divested 45 of those investments.
Today, GP Investments has approximately US$2.5 billion in assets under management and three highly experienced and dedicated teams investing in private equity, infrastructure and real estate.
LAVCA: GP Investments has been doing private equity in Brazil for over 20 years. Can you speak to the firm’s evolution and track record during that time?
Bonchristiano: Since 1994, we have invested approximately US$3.5 billion in 53 companies in 15 different sectors. We have fully or partially exited 45 investments, with realized proceeds generating US$4.2 billion on US$2.1 billion of invested capital, producing a 2.0x realized multiple of invested capital, and a 13.1% gross internal rate of return in US$ terms and 19.3% in R$ terms.
The Firm’s investment strategy and processes have been constantly refined and improved throughout the firm’s 22-year history and intense deal activity across different industries and economic cycles, along with the evolution of the private equity industry in Brazil. Select portfolio companies, which have become some of the largest in Brazil under GP Investment’s leadership (with the corresponding date of investment), include ALL (1996), Gafisa (1997), Submarino (1999), Fogo de Chão (2006), BR Malls (2006), BR Properties (2007), Estácio (2008), Sascar (2011), and BR Towers (2012).
Our track record has been built upon a consistent strategy of controlling and driving operational improvement and value creation strategies across economic cycles, which presented both challenging and favorable conditions. Over the course of our investment history, the Investment Team has adapted its criteria and sectors in which it invests to address the macroeconomic, capital market, and investment environment of that particular cycle. We have incorporated lessons learned during and following the Global Crisis to focus on enhancing our investment processes and intensifying our active portfolio management to mitigate some of the risks associated with investing in an emerging market.
Anchored by successful investments we have made in infrastructure and real estate through our prior private equity funds, we expanded our activities in 2012 by establishing two dedicated teams investing in Brazilian infrastructure and real estate assets, which is led by senior investment professionals with deep experience in those sectors.
LAVCA: Can you give us an update on the status of your private equity funds? Have you started fundraising?
Bonchristiano: We recently began raising our seventh private equity fund, GPCP VI. The fund’s target is US$1 billion and we are making a US$150 million minimum GP commitment to the fund. GPCP VI will be a continuation of the firm’s consistent approach to private equity investments within our control and value-added, operational improvement investment strategy, which is unique in Latin America—a market still dominated by minority, growth capital deals. GPCP VI will primarily invest in Brazilian companies, but will have the ability to invest a small percentage across Chile, Colombia, and Peru, more opportunistically.
Our investment strategy is to acquire companies (through US$50-150m equity investments from the fund) with untapped potential to lead and manage their growth, consolidation and turnaround investment strategies through better management and an intense focus on operational improvements. We require control or shared control through shareholders agreements in all transactions to lead value creation, management change, and exit strategies. We believe that the Fund’s target return of 2.5-3.0x cash-on-cash and 30-35% gross IRR in R$ may be achieved by executing a control-oriented, active management investment strategy, which emphasizes operational improvement and requires world-class management. We also expect to continue to generate numerous co-investment opportunities for our partners in GPCP VI, as we have done in GPCP III, IV and V.
LAVCA: Given the current macroeconomic environment in Brazil, why is now an ideal time for GP Investments to raise new capital for deals in the country?
Bonchristiano: We believe the near-term environment in Brazil will remain challenging, as slower overall economic growth and currency fluctuations continue throughout 2015 and 2016 and reforms are implemented, but that market uncertainty and volatility will lessen over time. In the meantime, a favorable investment scenario for private equity opportunities is beginning to take shape, as entry prices continue their recent downward trend, the local currency devalues over the short term, and business owners have fewer options to access capital markets.
We believe Brazil will be home to numerous attractive investment opportunities our upcoming GPCP VI fund will be uniquely positioned to pursue for the following reasons:
1. Brazil remains a significant economy with tremendous purchasing power and attractive demographics. With its young population of nearly 200 million people and GDP in 2014 of US$2.3 trillion, it is the world’s fifth largest country by population, seventh‑largest by size of its economy, and has a large and active private equity market
2. Between 2003 and 2014, approximately 40 million Brazilians moved into the middle class, growing it to over 100 million people and one of the world’s largest middle classes. This “new” middle class has left selected industries with pent-up demand, which still have to meet the local market’s development
3. Brazil’s massive requirement for infrastructure, which ranks far below most developed country standards and shortcomings have been exacerbated by the doubling of its middle class, means there is a great need for businesses focused on social and physical infrastructure
4. Roughly two-thirds of businesses in Brazil are family-owned, and most transactions there are still growth capital, minority and privately-negotiated deals. Our networks within the Brazilian and international marketplace, built over decades, should continue to prove to be a real competitive advantage in sourcing new opportunities
5. Brazil’s Standard & Poor’s March 2014 downgrade, concerns about the relative risk premium for Brazilian stocks, lower growth expectations, higher interest rates, inflation, a more volatile exchange rate, and recent government interventionist policies have worked together to reduce both strategic and financial investors’ confidence and interest in the near-term. The cumulative impact of that has been already evidenced by an overall reduction of the nominal valuations of companies in certain sectors, resulting in lower entry prices versus 2009 through 2013 on an EBITDA multiple valuation basis
6. The recent devaluation of the currency provides a significantly better entry point for foreign investors
LAVCA: What LPs have previously invested in your funds? Are you targeting different types of LPs this time around?
Bonchristiano: Our global investor base is diversified by both institution type and region and is comprised of many of the world’s leading sovereign wealth funds, public and corporate pension plans, foundations, endowments, family offices, and other asset managers. Given that we have generated close to US$1 billion in co-investment opportunities in the past years, we tend to attract LPs with strong appetites for co-investing, alongside a local team with industrial expertise. For the upcoming GPCP VI fund, we are particularly interested in attracting more U.S. and Canadian public pension plans, who are seeking a Latin American partner.
LAVCA: What sectors are most attractive right now and why?
Bonchristiano: Our private equity team reviews the attractiveness of its target sectors on a quarterly basis and is currently focused on select sectors we believe reflect the greatest needs and opportunities in Brazil in the near to mid-term: (i) building materials and services, (ii) consumer (discretionary, services, and staples), (iii) education, (iv) financial services, (v) healthcare, (vi) specific industrials, (vii) secular information technology services, and (viii) retail. Chosen sub-sectors within these areas have attractive near-term growth and consolidation prospects and are expected to benefit from lower valuations versus recent years.
Our investment strategy is focused on sectors outpacing GPD growth, as overall consumer demand growth has slowed since 2011, and selected sectors, which are growing or highly fragmented with significant potential for margin improvement and enhancement of business performance and returns. Highly-fragmented sectors represent an opportunity for us to lead consolidations, grow businesses and enhance performance, while generating attractive returns. BRMalls and BR Properties were successful consolidations we executed within the real estate sector, and we are currently implementing a consolidation strategy within a GPCP V investment, EBAM, a company we invested in during 2012, which produces mineral aggregates for construction.
LAVCA: How are valuations and the deal pipeline in Brazil today as compared to 1-3 years ago?
Bonchristiano: We actively engage with business owners across the sectors we invest in to explore partnership opportunities, relying on the valuable network our team and founders have built over the last 40 years. This network and brand also allows us to source deals, primarily on a proprietary basis, within industries the Investment Team has tracked over time.
Several deals we reviewed prior to 2013 were more recently discussed at lower entry prices relative to past situations. In the near-term, we anticipate global capital markets will remain more difficult to access for Brazilian and Latin American business owners and entrepreneurs and that many attractive opportunities will be generated at lower entry valuations when compared to the levels of two to three years prior.
LAVCA: Please describe some of your current portfolio companies and how GP Investments is creating value? What challenges have you faced?
Bonchristiano: In November 2012, we made a US$225million investment, including co-investments, in Centauro, the dominant sporting goods retailer in Brazil, which was founded in 1981. The company offers a wide range of sports material such as sneakers, apparel and equipment, operating through different store formats and an e-commerce business. We sourced the transaction after building a solid relationship with the company’s founder over several years, and our investment thesis was to leverage the company’s dominant positioning to capture market growth while improving profitability margins.
Since our investment in Centauro, despite the economic slowdown in Brazil, we have been instrumental in increasing sales per square meter and margins, expanding the e-commerce platform, and transforming the team by redesigning the organizational structure, fostering meritocracy, and improving service and communication levels. During 2014, the company’s sales grew by 19% and EBITDA outgrew revenue growth, increasing 33% over the year. Centauro now has more than 230 stores in 23 Brazilian states, with nationwide brand awareness.
Another recent investment, Beleza Natural, was the last investment we made from the GPCP V fund. Beleza Natural is a beauty salon chain focusing on class C consumers and specializing in solutions for curly hair. We made a shared control investment of US$35m in July 2013, slightly below our typical target range, because the company serves a niche segment of the personal care market with a unique product and service offering and has generated roughly 30% revenue growth annually. We believed we could facilitate an aggressive expansion strategy while improving operations and further professionalizing the management team.
We are leading the companies’ strategies for expansion, with a goal to reach over 100 stores by 2018; large scale operation, processes efficiency, and cost management strategies; and constant product innovation. Since our investment, Beleza Natural has added 17 stores for a total of 28 locations, and in 2014, the company’s revenue and EBITDA grew above 40%, in spite of the negative macro scenario and the end of the consumer demand boom in Brazil. We believe Beleza Natural will be an ideal target for a strategic target or an IPO, as it provides exposure to a sub-sector in Brazil with high growth and high potential.
LAVCA: How do you differentiate yourself strategically from other private equity funds? How have GP Investment’s strategies and values evolved over time?
Bonchristiano: Our team of 15 investment professionals, who at the senior level have worked together applying a shared approach to investing in Brazil for an average of 13 years, is our biggest differentiator from other firms. Our managing directors have been a stable partnership since our founders sold control of the firm to GP Investments’ current leadership in 2003.
Our Investment Team and Investment Committee have chief executive level experience across the sectors in which we invest, which we apply to enhance portfolio company performance. We take an active role in leading the company’s management through the board of directors in the pursuit of the strategic plan formulated, ranging from acquisitions and organic growth plans, to production and organizational streamlining, better branding and marketing, leaner and more efficient distribution, and more robust and centralized back-office platforms.
We have exited 45 investments to date—32 trade sales and 13 via capital markets, differentiating our team from others within the region with relatively limited exit experience.
We typically source privately negotiated deals through internally generated ideas and based upon our unique reputation as value creators and long-established network of relationships with family-owned companies and entrepreneurs.
Most of our target companies’ owners today are seeking much more than just the highest offer—they require proven value creation and risk mitigation strategies from a partner possessing deep experience profitably and consistently exiting companies across macro cycles and in-house operational and industrial capabilities.
Our investment strategy is based upon an actively managed, operationally-oriented approach strengthened over two decades to incorporate lessons and address dynamic macroeconomic cyclical conditions. In the early days of private equity in Brazil and through our initial funds, we invested in venture capital, start-up, and minority deals. Since GPCP III, our strategy has evolved to require control or shared control in larger, well-established companies, where we have conviction in our ability to implement changes, attract better management, and finally, maximize our exit alternatives.
Our team follows a systematic, shared approach to value creation to create market leaders with excellence in products, processes, and people, which involves (1) introducing new management, (2) applying proven management tools (zero-based budgeting, Six Sigma, controls and KPIs, etc.), (3) implementing systems (ERP, cash management, shared service centers, etc.) and (4) defining strategies.
LAVCA: In 2014, GP Investments had two exits via trade sale. Describe these exits and why the timing was right. How do these exits fit into the big picture of GP Investments track record?
Bonchristiano: Our investments in Sascar in 2011 and BR Towers in 2012, both of which we exited in 2014, demonstrate the evolution of our Investment Team’s process and strategy and enhancements in the due diligence process. In both transactions, our control strategy was crucial for both creating value and executing the optimal exit strategy.
In March of 2011, we acquired a 55% stake in Sascar through GPCP V. At the time, Sascar was the fourth largest company in vehicle monitoring services with 175,000 monitored vehicles. We engaged with the company’s shareholders through proactive industry screening, and they valued our operational expertise and believed we had the capabilities to take the company to the next level. During due diligence, we identified several initiatives to drive the company to its full growth potential with increased productivity. Our value added achievements included: professionalizing the management team, including making a GP Investments managing director the new CEO; transitioning the company’s focus into fleet and cargo management; and making Sascar the leading fleet management and cargo tracking services firm to monitor more than 230,000 vehicles. Sascar’s net revenue and EBITDA increased 23% and 35%, respectively, since 2010.
In June 2013, we began to prepare an IPO process for Sascar, but price talks were below our assessment of fair value. We decided to abort the IPO process before the roadshow and launched an auction process in January of the following year. In June 2014, we signed a deal with Michelin for a R$1.6 billion enterprise value, generating a multiple on invested capital of 2.2x and an IRR of 25% in US$ (3.3x; 40% IRR in R$)—in about 3 years.
BR Towers was a company we conceptualized and established in 2012 after buying 2,000 towers from Vivo/Telefonica. Our execution required hiring a top-tier senior management team. We were able to leverage our network and hire a talented team with expertise and extensive relationships with telecom firms, including a CEO, COO and CFO with more than 10 years of experience in major telecom companies (Vivo/Telefonica and Oi, a former GP Investments portfolio company).
We secured equity from co-investors and debt for M&A and rapid growth and worked hand in hand with management to execute the first-ever tower company capital markets transaction in Brazil. Over the course of the investment, we accelerated co-location on towers, added 4,000+ towers and rooftops from Vivo/Telefônica and Oi, and delivered 300+ built-to-suit sites, and BR Towers became Brazil’s leading player within the towers sites management sector after only one year. We were able to time the exit, earlier than initially planned, as prices for tower assets in Brazil were escalating. In November 2014, American Tower Corporation acquired 100% of BR Towers’ shares for an enterprise value of R$2.2 billion (approximately US$978m). The sale generated a multiple on invested capital of 2.3x and an estimated IRR of 52% in US$ (72% IRR in R$).
LAVCA: What kinds of opportunities exist to create liquidity events in Brazil today?
Bonchristiano: We view potential exit strategies as a critical part of each investment decision. Accordingly, we target companies with a sufficient size to attract high-quality management teams and appeal to capital markets and strategic buyers. Additionally, we consider the potential exit route as part of the due diligence, risk assessment and approval processes for all investments, and their viability is monitored and evaluated throughout the life of each investment.
We typically seek investments with a broad spectrum of exit possibilities. We have executed 32 trade sales to date—our most commonly pursued and executed exit strategy—where either international or local strategic players were looking to enter and/or grow within the Brazilian marketplace by acquiring a large, high-quality, well-positioned player in the space. Our team’s direct relationships and various channels utilized by the previous and existing investments of the Firm facilitate the identification of potential buyers.
Finally, we foresee sponsor-to-sponsor transactions becoming increasingly common in Brazil, as more international players establish a footprint in the region.
LAVCA: Why did you join LAVCA?
Bonchristiano: We believe that LAVCA is a leading trade association for Latin American investment firms and we wanted to be a part of the organization, as we value the wide range of events, research, and resources the organization has generated and continues to produce each year. LAVCA also has created a diverse, rich network across its member firms, which we are proud to be a part of and value as an important association for our firm.