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Disclaimer
Forward Looking Statements
This document may contain prospective statements which are subject to risks and uncertainties as they were based on
expectations of the Company’s management and on available information. These prospects include statements
concerning our management’s current intentions or expectations about a list of subjects. out of which we highlight:
economic. politic and business environment in Brazil. with special attention to the geographic market in which we work
with; our level of indebtedness and remaining financial obligations and our capacity to take out financing when necessary
and at reasonable terms; our capacity to implement our investment plans; inflation and devaluation of the Real. as well
as interest rate fluctuations; existing laws and regulations and futures; cost increase; our capacity to obtain materials and
uninterrupted services from our suppliers. at reasonable prices and with economies of scale; our ability to get new clients
and integrate them in a satisfactory manner; growth prospects of the oil. gas and automobile industries. including our
expectations about the business plan for our clients; prospects that our clients might continue to demand a minimum
participation of the national content in their biddings; success in the implementation of our strategy; and the risk factors
related to our businesses.
Readers/investors should be aware that the above-mentioned factors. as well as others discussed herein. may mean
that our future results differ from the forward-looking statements in this document. The Company has no obligation to
update said statements.
The words "anticipate“, “wish“, "expect“, “foresee“, “intend“, "plan“, "predict“, “forecast“, “aim" and similar words. are
intended to identify affirmations.
Forward-looking statements refer to future events which may or may not occur. Our future financial situation. operating
results. market share and competitive positioning may differ substantially from those expressed or suggested by said
forward-looking statements. Many factors and values that can establish these results are outside the company’s control
or expectation. The reader/investor is encouraged not to completely rely on the information above.
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Agenda
Details of the Capitalization and Incorporation of San Antonio Brasil
The Road Ahead
Products
Lupatech: New Phase
2011 – The Year in Review
Services
1
2
3
4
5
6
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• Rationalization of the corporate structure
• Lupatech ended 2011 with a much lighter organizational structure, going from
135 to 75 managers and directors
• Divestments of non strategic assets
• Sale of Steelinject to Forjas Taurus for R$ 14 million
• Sale of Microinox to Hidro Jet for R$ 32 million
• Recapitalization
• Dec. 29th, 2011 – Signing of a MOU between Lupatech’s reference shareholders,
GP Investments and San Antonio Internacional
• Apr. 5th, 2012 – Signing of the Investment Agreement
• May 4th, 2012 – Capital increase transaction approved
2011 – The Year in Review
7
Corporate Governance – New Board of Directors
Ronaldo Iabrudi Pereira Chairman of the Board
• BS in Psychology from PUC-MG (Brazil), Doctorate in Organizational Change by Univ. Paris – Dauphine (France)
• Former CEO of Magnesita Refratários, Telemar and Ferrovia Centro-Atlântica
Antonio Bonchristiano Board Member
• BS in Politics, Philosophy and Economics by Oxford University (England)
• GP Investments’ Co-CEO and Co-Chairman of the Board and Board member of BR Properties, Estácio and Allis
Caio Melo Board Member
• BS in Economics by Universidade Federal de Brasília (Brazil)
• BNDES’ Superintendent of the Capital Markets Area. Former Board member of Aços Villares, ALL, Vale and Telemar
Carlos Costa Independent Board Member
• BS in Mathematics by FFCL Santo André (Brazil), spec. in Administration by Universidade Ibero-Americana (Brazil)
• PETROS’ Director of Finance and Investments and Board member of Invepar, Log-In and Tele Norte Leste Particip.
Celso Lucchesi Independent Board Member
• BS in Geology by UFRGS (Brazil) specialization in Business Management by Insead (Switz.) and Wharton (USA)
• Former Petrobras’ E&P Executive Director and Managing Director of Corporate Strategy
José Coutinho Barbosa Independent Board Member
• BS in Geology by the Mining School of Ouro Preto (Brazil)
• Former Petrobras’ Director of Exploration and Production and former Vice-President of Petrobras Internacional
Nestor Perini Board Member
• BS in Business Administration by FGV-SP (Brazil)
• Lupatech’s founder and former Vice-President of the Federation of Industries of Rio Grande do Sul (FIERGS)
Osvaldo Schirmer Independent Board Member
• BS Administration by Universidade Fereral do RS (Brazil), MBA by Southern Illinois University (USA)
• Grupo Gerdau’s Executive Vice-President of Finance and Control and Investor Relations Officer
Wilson Santarosa Board Member
• Certified Accountant
• Former Chairman of Petros Deliberative Board; Director of CEBDS (Cons. Emp. Brasilleiro Desenv. Sustentável)
The new Lupatech’s Board of Directors comprises 9 members, 5 of which are independent
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Organizational Structure
Board of Directors
(9 members, 5 independent)
CEO & IRO
Alexandre Monteiro
Services
Cesar Paolini
Products
Paulo Silocchi
Argentina
Sebastián Prado
Finance and
Administration
Thiago Piovesan
Human
Resources
João Raful
Sales
Antônio Razuk
Fiscal Council
(3 members)
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Business Drivers
Products Services
• Oil & Gas Valves
• Industrial Valves
• Anchoring Ropes
• Oilfield Services
• Tubular Services and Fiberware
• San Antonio Brasil
The Brazilian production of oil is projected to go from the current 2
million barrels per day to 6 million barrels per day in 2020 !
+
CAPEX OPEX
11
Nova Odessa - SP
Veranópolis - RS
São Leopoldo - RS
Diversified Geographical Footprint Dominant Market Share
Portfolio of Renowned Clients
Lupatech is a market leader in the valves and ropes business, combining dominant market share,
important clients and diversified geographical footprint
Jacareí - SP
Iperó - SP
Valves
Ropes
Brazil
Argentina
Brazil
35%
65%
80%
AGEO
CBC
Jaragua
Buenos Aires - ARG
Leadership in the Valves and Ropes Business
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Overview
Valves (Ball, gate, globe, check, control and solenoid valves for
pipelines, refineries, platforms, gas compression
stations, etc)
Valves from ½ to 54 inches, manual and
automated
Oil & Gas and other industrial applications
Wide product portfolio highly customized
Strong track record and efficient technical
assistance
Local content and industrial capability
Relationship with EPCs and oil majors
Increasing presence in global markets
Valves – Oil & Gas and Industrial
13
Overview
Polyester Anchoring Ropes (production platforms in deep and ultra deep waters as
Floating Production Systems – FPSO, Semi Submersible
and SPAR)
Anchoring of the majority of platforms in Brazil
Global leader
Excellence in technology
Lower delivery time
Local content and industrial capability
Strong track record and efficient technical
assistance
Relationship with EPCs and oil majors
São Leopoldo – RS (Brazil)
Anchoring Ropes
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Net revenues of the Products division reached R$ 424 million in 2011, 74% of Lupatech’s total
26,6%
38,3%
19,1%
2,4% 13,5%
Oil & Gas Industrial Anchoring Ropes Completion Tools Compressors
Revenues Breakdown
Products’ Net Revenues Breakdown (as of 2011)
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Sector Fundamentals
Service
Intensity
ü
Unconventional Plays
Mature Fields
Recovery
Offshore
► More demand for onshore Directional Drilling
► More demand for Pressure Pumping
► More powerful rigs
►Continued migration towards Integrated
Services onshore
► More demand for Stimulation
► Increased number of wells drilled
► Demand for higher technology
► More complex wells
► Barriers to entry to drive profitability
Higher Utilization
Higher Margins
Rapid depletion of existing reservoirs has led E&P companies to explore more complex, service-
intense fields
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Drivers of the Oilfield Services Sector
Recovery of Onshore Wells
Production Growth
Production growth in the next years will demand higher drilling activity, a large number of
equipments and production systems that will need to be serviced
Oil Wells Growth
Recent Technologies Equipments Drilling Activity Intervention
Services
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Neiva, Melgar and Bogota (Colombia)
Overview
Intervention in oil wells
to evaluate and produce reservoirs
while increasing productivity (Open Hole Logging, Cased Hole Logging, Slick Line
Services, Coiled Tubing Services, Well Testing, Field
Management and Maintenance, Early Production
Facilities)
Focus in Latin America:
Brazil: offshore and onshore
Colombia: onshore
Integrated solutions with wide service portfolio
Efficient Cost Structure
Relationship with clients as Petrobras, Ecopetrol,
Hocol, Occidental, Petro Minerales
Oilfield Services
Highest level of quality of suppliers for Ecopetrol (“Fornecedor Nível A”)
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Overview
Intervention Systems – Drill Pipe Riser
Certified Container Units
Power Tongues
Others (Drill Pipe Riser is the system of choice for intervention in
deep and ultra deep waters in Brazil)
Focus in Brazil – offshore and onshore services
Large specialization acquired
Cross selling with products and services of other
business
Lower cost and delivery time
Local Content
Relationship with clients as Petrobras, Shell,
Statoil, Drill-Quip and V&M
Potential markets: other oil majors in Brazil and
internationalization
Macaé – RJ (Brazil)
Highest level of quality of suppliers for Petrobras (“Fornecedor Nível A”)
Oil & Gas Services
20
Overview
Coating and Lining to prevent
corrosion and abrasion
Maintenance, Inspection and Repair of
exploration pipes
Lining: protection using fiber glass liner to protect pipes
Coating: protection using powder and liquid epoxy
coatings to exploration pipes
Focus in Brazil – offshore and onshore services
Large specialization acquired
Cross selling with products and services of other
business
Lower cost and delivery time
Local Content
Relationship with clients as Petrobras, Shell,
Statoil, Dril Quip and V&M
Potential markets: other oil majors in Brazil and
internationalization
Macaé and Rio das Ostras – RJ, Pojuca – BA (Brazil)
Tubular Services and Fiberware
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Net revenues of the Services division reached R$ 150 million in 2011, 26% of Lupatech’s total,
going up 28% from the previous year
38,1%
19,0%
42,9%
Oil & Gas Services Oilfield Services Tubular Services and Fiberware
Revenues Breakdown
Services’ Net Revenues Breakdown (as of 2011)
22
SABR in the San Antonio International Structure
SABR is an arm of San Antonio International, which in the transaction context will be split from the
parent company
BRAZIL ARGENTINA REST OF LATIN AMERICA
Transaction scope
– Drilling and workover rigs
– Onshore and offshore services for E&P
• Slickline, Mud Logging, Nitrogen,
Cementing and Coiled Tubing
– Market leader in drilling and workover
rigs
– Competes face to face with the Big 4
in onshore services for E&P
• Specialized drilling services,
Slickline/ Formation Testing,
Nitrogen, Cementing, Coiled
Tubing, among others
– Market leader in Colombia and
presence in a total of 9 countries
– Onshore and offshore drilling and
workover rigs
– Onshore cementing services for E&P
Simplified chart of the
business structure of
San Antonio
International; does not
reflect corporate
structure
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General Overview of SABR
Highlights Presence in Brazil
Macaé (RJ)
São Mateus (ES)
Central Office
Catu (BA)
Maruim (SEAL)
Largest local player in Oilfield Services in Brazil
(excluding offshore drilling), with more than R$
300 million in revenues
Market leader in workover, material presence in
drilling and growing presence in well services
Traditional supplier for the oil and gas industry in
Brazil, with more than 47 years of services with
Petrobras
Backlog of approximately R$1.1 billion in contracts
Dominant player in onshore and expanding rapidly
its presence in offshore
Assets base include 7 drilling rigs, 49 workover
rigs and 41 E&P units
More than 2,300 employees in 6 areas of operation
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Brazilian OFS Market 2017:
~R$75billion1
Building a National Oilfield Services Player – Investment Thesis
Incorporation of San Antonio Brasil has strong strategic and operational sense, with material
value creation potential
Unique opportunity of
strategy acceleration for
Lupatech
Complementary services portfolio and wide offering, allowing to supply the growing demand for integrated solutions
Significant capture of operational
and commercial synergies
Creation of a national
leader in the sector, currently
dominated by the large international players
OFS Market Size for Lupatech
+ SABR 2017:
~R$9 billion2
Note 1Considering 2012 figures of US$20 billion and 10% annual growth until 2017 2 Considering the priority markets for Lupatech and SABR
Source: The Global Oilfield Services, Drilling and Equipment Primer – Life Cycle of the Reservoir. Morgan Stanley Research, December 2011
McKinsey, Lupatech and SABR estimates
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Importance of the Creation of a Sizeable National Leader
Local competitor with scale aggregates value to the oil and gas chain
Lean corporate costs structure
Experienced local work force already established
Wide assets base already available for use
Competitive services pricing capacity compared to the Big 4 while keeping profitability
Solid relationship with Petrobras
Larger understanding of the dynamics of the Brazilian market
Better positioning to serve local operations of other E&P companies:
Examples: OGX, HRT, QGEP, Statoil, Repsol, BP, Shell, ExxonMobil, Chevron and others
Clients extremely interested in alternative supplier to the Big 4
Projects of small and medium size are not interesting for the Big 4
Currently, by lack of alternative by’ the clients, Big 4 have the power to price their
opportunity cost to execute simpler services
Regional market very fragmented and without intermediate size competitors
Competitive costs structure
Privileged access to clients
with local operations
Capable to cover
unattended market
NATIONAL
COMPANY
WITH SCALE
AND
EXPERIENCE
Base for the development of technology and labor training
Increase of efforts in R&D and labor capability
Pioneer center in the formation of labor in the Northeast of Brazil
CPDL in Caxias do Sul
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Range of Combined Services Offering
Combined company will have a complete offering of well services 1. Drilling contracts
2. Drilling services and
associated equipments
3. Coating and well completion
5. Production and Maintenance
6. Deactivation
Steps of the chain that
Lupatech and SA-BR are
present
4. Infrastructure
Reservoir
information
(Seismic)
Drilling
contracts
Services of
drilling
equipments
Coating and
well
completion
Infrastructure
Production
and
maintenance
Deactivation
Logistic
support
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Eq
uip
. E
xp
lora
tio
n a
nd
Pro
du
cti
on
Se
rvic
es
# of Services
Comparative of Combined Portfolio with Big 4
Union of expertise and services portfolio creates competitor up to the Big 4 with the services
currently offered in Brazil 1
Services provided
locally
Drilling Rigs
Workover Rigs
DPR
Cementing
Stimulation
Coiled Tubing
Integrated Services
Directional Drilling
Fishing Tools
Well Tools
Tools Renting
Snubbing
Mud Logging
Well Monitoring
Underbalanced Drilling
Nitrogen Production/Injection
Slickline
Well Testing
Open/Cased Hole Logging
Early Production Facility
Shooting or Perforating
18 13 13 19 13 10 20
+
Note 1Market data
28
9%
1%
1%
2%
2%
2%
2%
2%
3%
3%
3%
4%
4%
4%
4%
4%
6%
8%
11%
13%
13%
Other
Drill Bits
Surface Equipment
Well Servicing
Services Equipment
Supply Vessels
Completion Equipment & Services
Rental & Fishing Services
Specialty Chemicals
Artificial Lift
Drilling & Completion Fluids
Subsea Equipment
Wireline Logging
Directional Drilling Services
Geophysical Equipment & Services
Rig Equipment
Oil Country Tubular Goods
Land Contract Drilling
Offshore Construction Services
Offshore Contract Drilling
Pressure Pumping Services
% of Global OFS Spending
Oil Services
Contract Drilling
Equipment Manufacturing
Infrastructure
Global & Brazilian Oilfield Services Market
Global OFS Spending Mix % of Global OFS Spend by Business Line Top 20 Countries for Global OFS Spend
Total OFS Revenue ($bn) – Top 20 Countries Total OFS Revenue ($bn) – Top 20 Countries
10
10
10
10
11
12
13
13
13
14
15
16
16
17
18
20
28
29
32
95
Indonesia
Iraq
Malaysia
Egypt
Venezuela
Algeria
Nigeria
Saudi Arabia
Libya
Iran
UK
Australia
Angola
Mexico
Norway
Brazil
Canada
China
Russia
US
Source: The Global Oilfield Services, Drilling and Equipment Primer – Life Cycle of the Reservoir. Morgan Stanley Research, December 2011
Lupatech’s + SABR Presence
3% 4%
20%
5%
12%
18%
11%
8%
18%
Logistics
Seismic
Contract Drilling
Formation Evaluation
Drilling Related Services
Completion & Stimutalion
Infrastructure
Production & Maintenance
Equipment Manufacturing
Brazilian OFS market estimated in US$ 20 billion, concentrated in 4 large international players
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Potential Services Market of Combined Businesses
Market size for Lupatech + SABR in 20172
(R$ billions)
Notes 1 Pressure pumping/stimulation, directional drilling, coiled tubing, integrated services, subsea services, mud logging and wireline services 2 Considering the priority markets for Lupatech and SABR
For each percentage point of market share
gain, the impact in 2017 EBITDA can reach
~= R$25 million
EBITDA / % of market share
(R$ millions)
22.4 – 27.0
Considering the 7 sub-
segments of SABR1 and also
the Lupatech’s services
segments as completion
services, casing and tubing
services, downhole tools and
inspection & coating
For this analysis it was
considered a EBITDA range
of 25 to 30%
Source: SAI, Lupatech, McKinsey
A joint commercial performance can offer opportunities to increase and strengthen the market
positioning of the combined business
Market size in 2017 for Lupatech + SABR Lupatech + SABR
9.0
30
Opportunity: market share to be gained
Comparative market share of the Big 4 in other locations shows a wide growth potential for a local
player
Source: Lupatech, companies reports, Spears & Associates
Examples of market share in other regions
94%
77%
57%
78%
6%
23%
43%
22%
Brazil Argentina North America World
Big 4 Local
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Conclusion
Combination with SA-BR will consolidate Lupatech as the main national player in products
and services for the oil and gas industry
Relevant player with wide and unique range of services and products
Improves substantially the competitive capacity versus the Big 4, attending strong demand
from main clients in the E&P area of having an alternative supplier
Leverage of the capacity to develop technology and to form qualified labor for the national
chain through the already existent solid base
Expressive value creation and capture of synergies
Potentialization of technological capacity and wide offering of products and services with
integrated solutions position the Company in a new degree, allowing to capture important
potential market gain
Expressive competitiveness and qualification increase to compete also in other regions and
international markets
Costs, operations and commercial synergies are significant and easily captured
1
2
Lupatech will be the largest national player, competitive, being the only public listed and in Novo
Mercado, with recognized reference shareholders and corporate governance standards
33
Capital Increase Approval
Cutoff Date
Extraordinary Shareholders Meeting (EGM) of May 4th, 2012
Shareholders on May 4th, 2012 (purchase until April 30th, 2012)
Preference Right Period From May 7th, 2012 to June 6th, 2012
(rights tradable)
Distribution of Residue Shares From June 13th, 2012 to June 19th, 2012
(in the same subscribed proportion of the previous period)
Public Bid for Residue Shares June 25th, 2012
(in the BM&FBOVESPA)
Conclusion June 28th, 2012
Incorporation of SABR To be approved until October 2nd, 2012
Capitalization Process and SABR Incorporation – Timeline
34
Financials
After Capitalization and Incorporation SABR
(considering R$ 700 mn)
(=) Total Net Debt as of Dec, 31st 2011
(-) Proceeds from the Capitalization
(=) Total Net Debt after Capitalization
(-) Perpetual Bonds
(=) Net Debt excl. Pepertual Bonds
R$ 1,260
R$ 700
R$ 660
R$ 515
R$ 145
6,6x
1,5x
4,4x
1,0x
100 150
Leverage
Next 12 months
EBITDA (in RS mn)
(+) San Antonio Brasil Net Debt R$ 100
12,6x 8,4x (=) Total Net Debt as of Dec, 31st 2011
(-) Proceeds from the Capitalization
(=) Total Net Debt after Capitalization
(-) Perpetual Bonds
(=) Net Debt excl. Pepertual Bonds
R$ 1,260
R$ 350
R$ 1,010
R$ 515
R$ 495
10,1x
5,0x
6,7x
3,3x
100 150
Leverage
Next 12 months
EBITDA (in RS mn)
(+) San Antonio Brasil Net Debt R$ 100
12,6x 8,4x
After Capitalization and Incorporation SABR
(considering R$ 350 mn)
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• Debt Management
• Integration of Operations
• Increased Focus on Oil & Gas
• Strengthening of the Management System
• Capex – Discipline
• Performance – Profitability
The Next 12 Months – Back to Business
IR Contacts
Alexandre Monteiro Thiago Piovesan Cynthia Burin CEO CFO IR Manager
For Portuguese:
www.lupatech.com.br/ri
For English:
www.lupatech.com.br/ir
Telephone: +55 (11) 2134-7000
Follow Lupatech on
www.twitter.com/LUPA3 (Portuguese)
www.twitter.com/LupatechSA (English)