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Lupatech’s 2012 Public Meeting Presentation São Paulo May 9 th , 2012

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Lupatech’s 2012 Public

Meeting Presentation

São Paulo – May 9th, 2012

2

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.

3

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

4

2011 – The Year in Review

SECTION 1

5

• 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

6

Lupatech: New Phase

SECTION 2

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

8

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)

9

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

10

Products

SECTION 3

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

12

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

14

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)

15

Services

SECTION 4

16

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

17

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

18

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”)

19

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

21

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

23

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

24

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

25

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

26

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

27

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

29

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

31

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

32

Details of the Capitalization and Incorporation of SABR

SECTION 5

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)

35

The Road Ahead

SECTION 6

36

• 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

37

Q&A

Questions & Answers

IR Contacts

Alexandre Monteiro Thiago Piovesan Cynthia Burin CEO CFO IR Manager

For Portuguese:

[email protected]

www.lupatech.com.br/ri

For English:

[email protected]

www.lupatech.com.br/ir

Telephone: +55 (11) 2134-7000

Follow Lupatech on

www.twitter.com/LUPA3 (Portuguese)

www.twitter.com/LupatechSA (English)