carrascal teaser preferred_stocks

15

Click here to load reader

Upload: hernan-cuevas

Post on 22-Jan-2018

731 views

Category:

Investor Relations


0 download

TRANSCRIPT

Page 1: Carrascal teaser preferred_stocks

CONFIDENTIAL

Prepared by:New York Commercial Office

March 2009

INVESTMENT OPPORTUNITYNEOPAK(CHILE)

Teaser for Investors

Page 2: Carrascal teaser preferred_stocks

CONFIDENTIAL

These terms and conditions are additional to any Confidentiality or Non-Disclosure Agreement either signed or yet-to-be signed by the parties. By using this Presentation, you hereby agree to adhere to and be legally bound by these terms and conditions.

You acknowledge that this Presentation is part of NYCO’sproperty and therefore, is subject to NYCO’s Term and Conditions for the use of Confidential Information and Reproduction Policy. You understand and acknowledge that this Presentation may consist of multiple files, including but not limited to this PowerPoint. You agree that you will not alter, transform or build upon this Presentation in any way, unless and as expressly consented to in writing by NYCO. You further agree that you shall only use this Presentation in its entirety and not to subdivide, edit, or cut any of the pieces of this Presentation, or to present any portion of this Presentation on a stand-alone basis, unless you have requested and received written permission to do so from NYCO.

This Presentation is intended solely for informational purposes for a preliminary evaluation of interest in an investment proposal that NYCO is managing on behalf of its clients, shareholders of Carrascal and its subsidiary Neopak. You agree that you will not, under any circumstance, use this Presentation for any commercial purpose or in any commercial manner other than in conjunction with NYCO. You further agree that you will use this Presentation only for legal purposes. This presentation shall not be disclosed to third parties other than those executives that will be directly involved in the decision making for the proposed investment.

You understand that NYCO is making this Presentation available to you for information and preliminary engagement in the evaluation of an investment in a new company that will continue the business for Carrascal and/or Neopak. If you choose to use this Presentation, you agree to accept NYCO as the sole liaison and party between you and its clients Carrascal or Neopak, in any and all matters involving a potential investment. Te information provided hereby is, to our best knowledge, true and accurate. Nevertheless, this Presentation was made using financial and market information provided by the client and which hasn’t been validated by NYCO. Therefore, NYCO should not be liable for any misinterpretation or inaccuracy in the information provided hereby as it is presented to you for preliminary information purposes only. You agree that you will not remove, obscure, deface or fail to reproduce in any authorized copy any such copyright, trademark or other proprietary rights notice contained in any part of this Presentation.

This Presentation may be reproduced and/or copied by the direct recipient (the one who received the information directly from NYCO) subject to the terms and conditions established hereby. This Presentation shall not be distributed without prior consent fromNYCO.

These terms of use grant you a non-exclusive and non-transferable license to use or make use of this Presentation as and only as set forth in these terms and conditions. Except for the limited use license set forth above, all right, title and interest in and to this Presentation and all portions thereof shall remain with NYCO. You acknowledge such ownership and intellectual property rights and will not take any action to jeopardize, limit or interfere in any manner with NYCO’s ownership of or rights in and to this Presentation.

TERMS OF USE FOR THIS PRESENTATION

USE OF THIS PRESENTATION IS CONDITIONAL UPON ACCEPTANCE OF THESE TERMS AND CONDITIONS.

IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS, INCLUDING ANY OTHER

TERMS INCORPORATED BY REFERENCE, DO NOT USE OR PRESENT THIS PRESENTATION.

Page 3: Carrascal teaser preferred_stocks

CONFIDENTIAL

The Corporation

• The Company is a Chilean corporation with over 45 years of successful track records in the paper, corrugated board and corrugated packaging industry that recently finished building the most modern and advanced facility of its kind in Latin America.

• The prospect concentrated its business in the manufacturing of corrugated board boxes for Chilean clients.

• The company has well-established long-term relationship with most of the largest customers in Chile, and all Fortune 500 operating in that market.

• Main Distinctive Characteristic: Long History as a Great Cash Flow Generator.

Page 4: Carrascal teaser preferred_stocks

CONFIDENTIAL

• Economy: Chile has presented decades of dynamic, strong and stable economic climate with sustained growth and political stability.

• Chilean Corrugated Board Packaging Market: it comprises two distinctive segments: a) Industrial Market: all packaging used in the manufacturing and distribution verticals for domestic use and b)Export Market: including all packaging used by produce, vineyards, meat and seafood exporters to be shipped abroad.

• Barriers of Entrance: the key to understand the market. INDUSTRIAL MARKET: users of cheap and light packaging. There are only 4 companies in Chile with the ability to effectively compete in this market. The amount of investment required and difficult access to an atomized and closed network of supply for recycled fiber and paper that creates natural barriers of entrance to newcompetitors in the market representing a historic main competitive advantage, which was reflected in its consistent and outstandingEBITDA. With the sole exception of 2 quarters in year 2008, where skyrocketing energy prices hit every player worldwide, Prospects’sEBITDA has oscillated between $2M and $5M, with an average EBITDA/Earnings ratio of 13.5% (2001-2007) besides the use of very outdated installations.

The Business

Page 5: Carrascal teaser preferred_stocks

CONFIDENTIAL

• Export Market: it has become particularly attractive due to its higher prices, growth rates and the dynamism of the food manufacturing vertical. Chile is now positioned among the top 20food exporters in the world. The Barriers of Entrance in this market are different and concentrated in technology and K (working capital)

• Technology Barriers: this segment requires a variable and huge set of technical requirements and flexibility in materials, formats and graphics as each product is custom manufactured following importer specifications. Most Industrial-oriented companies lack the capabilities to compete in this market (that was the case with the Prospect until its investment in the new plant) Finally, the Prospect was able to leverage its extensive experience and achieved a promising market share with a value-offer based on the most modern installations and equipments for a plant in Latin America giving best and unique quality and graphic capabilities.

• Working Capital (K): the export market differs from the industrial market as it requires large sums of working capital. While in the industrial market customary terms are net 30 days, in the exportmarket, customary terms are net 120-180 days. The paper required needs to be procured 60 days in advance of delivery adding to already stretched working capital requirement. By having a strong industrial operation –while many competitors don’t- the Prospect may reduce K impacts resting on a strong operation.

The Business

Page 6: Carrascal teaser preferred_stocks

CONFIDENTIAL

The Business• Market Projections:

• The Size of the Domestic Market in both segments, Industrial and Export Markets, is growing.

• In the Chilean Export Market, fruit, meats and seafood are projecting growth rates over 6% per year. Only salmon exporters are affected by short-to-mid term effects from some environmental issues .

• Demand from bordering countries with deficit in installed capacity or lacking advanced high-quality packaging offer (mainly Argentina and Peru) is also expected to grow.

• The Export Market is demanding stay-of-the-art products including user interactive design, high structural quality and attractive graphics. The Prospect is the only supplier in the market with the ability to fulfill those demands. The Industrial Market is slowly following the same trend in search of elements of differentiation.

Page 7: Carrascal teaser preferred_stocks

CONFIDENTIAL

The BusinessMarket Size and Share

Company Ton SharePapeles Cordillera 300.000 70%CPP 70.000 16%Carrascal 45.000 10%Paimasa 15.000 3%

Total 430.000 100%

Company Ton ShareRoble Alto y Envases Impresos 180.000 41%International Paper 50.000 11%Cartones San Fernando (Dole) 47.000 11%Cartocor 40.000 9%Carrascal 32.000 7%Imicar 26.000 6%Corrupac 25.000 6%Smufit 25.000 6%Chilempack 12.000 3%

Total 437.000 100%

Paper Corrugated Boxes

Extremely Concentrated

Atomized

50% = Export Market50% = Industrial Market

Total Size of Chilean Corrugated Market for 2009 is estimated at 500,000 Tons.

News Alert: On March 16, 2009, a fire partially destroyed Papeles Cordillera

(CMPC) main facility, including 70,000 of paper in stock. Prices will skyrocket and

supply will be scarce for the rest of the year.

Page 8: Carrascal teaser preferred_stocks

CONFIDENTIAL

The Project• 1963: Carrascal is founded by a Jewish Hungarian

immigrant: Tiberio Feger. The company became an industry leader during the mid 70’s. Five years ago, and after 41 successful years, the family gave control to a financial conglomerate: Toronto Trust. In 2007, Carrascal created a subsidiary by the name NEOPAK.

• The main objective of the project is to acquire the assets of NEOPAK at a discounted liquidation value with the Feger Family retaking control. The move will leave the company with an outstanding leverage and enhancing the cash flow generation in years to come. To achieve that objective, the shareholders are selling PREFERRED STOCKS for up $10 Million and equivalent to 51% of shares in its corporation. The preferred stocks will carry a 40% dividend for the first years to offer new investors a quick return period estimated in 5 years. The IRR is valued over at 38%.

• NEOPAK represented a $30 million investment project creating a corrugating and conversion capacity of 80,000 Tons with a stay of the art facility.

Page 9: Carrascal teaser preferred_stocks

CONFIDENTIAL

NEOPAK Plant:

Page 10: Carrascal teaser preferred_stocks

CONFIDENTIAL

NEOPAK Products:

Page 11: Carrascal teaser preferred_stocks

CONFIDENTIAL

Proposal•Acquire all NEOPAK assets (new plant) and two fairly new converting machines from Carrascal (hereby this new entity is referred as NEOPAK II)

After a throughout analysis of the situation for both companies, the turnover plan considers rescuing only the corrugating and converting operation in the new plant. There are several reasons behind this reasoning including: working capital demands, profitability for the first 5 years, paper price projections, debt restructuring, etc.

The Paper business –the greatest strength in the past- is not longer an attractive niche while the packaging business is flourishing and recycled/recycling materials in high demand. Toronto failed in recognizing the new market conditions which precipitated the downfall of the company managed without expertise and reckless.

The Paper plant –as a continuous process- is impossible to escalate for startup and requires high K, its energy demands are very important and it can’t adjust to energy/price cycles or corrugating demand. Its profitability has been decreasing.

Corrugating and converting are extremely flexible process, can be adjusted to K availability, are less energy driven and more profitable.

Page 12: Carrascal teaser preferred_stocks

CONFIDENTIAL

Strategic Plan• Additional Equity Investment of $10M equivalent to 51% of shares in NEOPAK II to provide working capital and buyout machines in leasing with a large discount (exact amount depends on currency rates at the time of transaction)

• Loan in the amount of $8M dollars to purchase assets from creditors at a discounted rate, create a new entity reaching an agreement with current creditors to settle liabilities erasing more than $20M dollars in debt.

• NEOPAK II will have only $8M in debt and assets –at market value- for over $24M. The financial position will be strong with great liquidity. Becoming a strong player and an attractive investment for any party.

• Projected Cash Flows offer great return on the investment and provide consistently positive EBITDA. Additionally, a new C-level management headed by successful industry executives is in place and ready to lead the project repositioning NEOPAK II as the industry benchmark it always was. The FegerGroup will regain control from the current controlling group –a financial institution- They have great experience in the industry and lead the companyduring its golden times for over 40 years.

Page 13: Carrascal teaser preferred_stocks

CONFIDENTIAL

Great Opportunity• The new investors shall get special covenants: a stockholder

agreement shall protect the minority and balance the power inside the new company for the first 3 years, offering new investors many attributes normally reserved to the controlling majority.

• The new investor shall have reduced exposure to risk: for the first years, a preferred structure for distribution of dividends will allow the new investor a faster return by getting a 100% stake in distribution of dividends. A buyout structure is also in place starting the fifth year. The preferred stocks will gain full voting power after 5 years and will transform in common stocks.

• The new company shall give an outstanding IRR: according with current cash flow projections, the IRR for the investor shall be over 38% which represents a difficult-to-find industrial market profitability

• Great sales perspectives: in the past, the company has received many purchase offers from main competitors and other groups interested in the vertical. This strategic strike at turning around the company is aiming to place the company in position for a prospective sale with a high return, within 5 to 8 years. Later acquisitions in the industry reached an average price over $30M for plants with similar size and market share.

Page 14: Carrascal teaser preferred_stocks

CONFIDENTIAL

Projected Cash Flows

Values in Thousands of DollarsProjections based on company budgets and historic performance.

Financial Statements audited by Delloite + Touche

Highlighted Information Year 2010 2011 2012 2013 2014Sales Volume Ton 18,310 34,450 38,513 42,617 46,626Estimated Market Share % 3.7 6.7 7.3 7.8 8.3Average Crew Count # 97 131 140 140 140Tons per Person Ton 189 263 275 304 333

Net Sales - Sales Revenues K$ 17,368 33,356 37,571 41,967 46,299Average Price $/Ton 949 968 976 985 993Cost of Goods Sold K$ -14,029 -25,630 -28,709 -31,992 -35,118Average Cost of Goods Sold $/Ton 766 744 745 751 753Costs of Goods as percentage of sales % 76.6 74.4 74.5 75.1 75.3Gross Profit K$ 3,339 7,726 8,862 9,975 11,182Gross Profit as percentage of sales % 19.2 23.2 23.6 23.8 24.2Operating Expenses K$ -3,513 -4,013 -4,040 -4,065 -4,089Average Operating Cost $/Ton 192 116 105 95 88Operating Costs as percentage of sales % 19.2 11.6 10.5 9.5 8.8Operating Income/Loss K$ -179 3,713 4,822 5,910 7,093Average Total Costs $/Ton 958 860 850 846 841EBITDA K$ 1,282 5,174 6,283 7,370 8,554EBITDA as percentage of sales % 7.4 15.5 16.7 17.6 18.5

Values in US$

Page 15: Carrascal teaser preferred_stocks

CONFIDENTIAL

Projected Cash Flows

Values in Thousands of DollarsProjections based on company budgets and historic performance.

Financial Statements audited by Delloite + Touche

EBITDA K$ 1,282 5,174 6,283 7,370 8,554EBITDA as percentage of sales % 7.4 15.5 16.7 17.6 18.5

Acid Test Ratio Ratio 1.5 1.2 1.7 1.7 1.7Working Capital Turnover Ratio 4.5 5.2 8.1 9.0 9.9

Total NPV after amortization (5yr-15%dr) K$ 17,692 Shareholder Equity Ratio 4.1651% Share NPV after amortization K$ 11,470 Debt/EBITDA Ratio 1.2751% Share IRR (8 years) % 38.5 Debt/Equity Ratio 0.25

Total New Investment K$ 18,000Total New Financing K$ 8,000 Year Amount Acumulated

1 0 0Preferred Shares (51%) K$ 9,180 2 2,069 2,069Common Shares (49%) K$ 4,000 3 2,513 4,582Common Share Initial Goodwill Valuation K$ 1,764 4 2,948 7,531

Eq.Ratios 5 3,421 10,952Patrimony before Purchase of Assets K$ 19,764 2.47 6 1,469 12,421Patrimony after Revalorization of Assets K$ 33,264 4.16 7 1,580 14,000

Preferred Stocks Dividends