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Insight: Latin America
A guide to the future of Private Equity for investment professionals




                                      Brazil
                                      Still moving forward

                                      Mexico
                                      Catching the U.S. cold?

                                      Colombia
                                      From failed state
                                      to success story

                                      Argentina
                                      Hidden potential

                                      2009 Private Equity
                                      research
                                      Short-term realism,
                                      long-term optimism
welcome                                                                                                      03
 www.kpmg.com/privateequity




                                                                 emerging potential
                                                                                                                                      Contents

                                                                                                                                      04 Research
                                                                                                                                         KPMG’s Jean-Pierre Trouillot
                                                                                                                                         explains why Private Equity in



                                                                 P
                                                                        rivate equity investors in latin America have traditionally      Latin America may continue
                                                                                                                                         to thrive within the region’s
                                                                        needed strong stomachs, deep pockets and plenty of
                                                                                                                                         successful economies
                                                                        patience. During the 1990s a combination of punitive tax
                                                                 regimes and unstable governments produced unpredictable               6 Interview
                                                                 and often poor returns. During the recent boom in emerging              KPMG’s Rustom Kharegat and
                                                                                                                                         Carlyle’s Joaquín Avila discuss
                                                                 markets, Private equity investment in latin America was often
                                                                                                                                         Latin American Private Equity
                                                                 overlooked in favor of china, central and eastern europe,
                                                                 Russia, and India.
                                                                   But in the current uncertain economic conditions, latin
                                                                                                                                       8 Mexico
                                                                 America is now becoming an attractive destination for
                                                                                                                                         Strong and stable despite
                                                                 investment. latin America’s investment opportunities match              the economic crunch
                                                                 the strategy we are likely to see in 2009 and 2010 from many
                                                                 Private equity houses, as the region offers large numbers of
                                                                 mid-sized businesses that are stable, well-managed, and eager
                                                                                                                                      10 Brazil
                                                                 for growth capital investment.                                          Remains a popular destination
                                                                   Yet latin America is not a homogenous region. while                   for Private Equity investors
                                                                 countries such as Brazil have established structural reforms,
                                                                 Private equity-friendly tax policies and stable economic
                                                                 systems, others – such as Argentina - pursue short-term              12 Colombia
                                                                 economic policies that make investing more difficult. To better         An eager government and
                                                                 understand latin American Private equity local knowledge and            favourable regulations
                                                                 professional advice are now more important than ever.


                                                                                                                                      13 Argentina
                                                                                                                                         A gloomy forecast possibly
                                                                                                                                         belies hidden potential

“The current levels of economic growth in many latin American                                                                         14 KPMG Services
 countries are higher than in North America or europe, which                                                                             At every stage of the investment
                                                                 Victor esquivel                                                         cycle, KPMG firms’ advisors have
 means opportunities for Private equity investment”              Partner, KPMG in Mexico                                                 a role to play
Rustom Kharegat, Global Head of Private Equity, KPMG in the UK   esquivel.victor@kpmg.com.mx

                                                                                                                                                  www.kpmg.com/privateequity
04     ReseaRch | latin ameriCa                                                                                                                                                                                                                                                      05




     Crisis contained                                                                                                                                                            “KPMG in the U.s.a.’s
                                                                                                                                                                                  poll of conference
     Latin America’s Private Equity market has certainly been affected by the                                                                                                     attendees shows that
     global economic crisis, but investors believe that the effects are containable                                                                                               Latin america’s investors
     within the region’s successful economies, says Jean-Pierre Trouillot                                                                                                         have retained their
                                                                                                                                                                                  confidence”



                                               W
                                                           hen Latin America’s                degree of pessimism.                      expect global investment in Latin        investments over the next two years.           If entries to the market are
                                                           Private Equity investors             Our results show that of the            America to stay the same.                  Colombia, now the third most               impacted, then so too are the exits.
                                                           gathered in Miami in               stakeholders, only 30 percent               However, there are certainly two       popular investment destination in            (See diagram 4.)
                                               February 2009 for the Economist                consider Latin America to be less         stories to tell about Latin America as   Latin America, offers a dramatic               The exuberance seen in Private
                                               Intelligence Unit’s (EIU) 11th Annual          attractive as a destination for Private   an investment destination. Our           success story. Luis Guillermo Plata,         Equity investment in the region in the
                                               Conference on Latin American Private           Equity investment during the current      research echoes the feeling at the       Colombia’s Minister of Trade, Industry       1990s has been replaced by a large
                                               Equity, the mood was understandably            economic crisis, while 45 percent         Conference that there is a growing       and Tourism, admitted at the                 degree of pragmatism, and with the
                                               less optimistic than in previous years.        consider it more attractive. (See         disparity between countries that are     Conference that, only a few years            public markets closed and strategic
                                               But while some developing                      diagram 1.) These positive figures        regarded as positive destinations and    ago, Colombia had, “been on the              investors in short supply, 21 percent
                                               economies are noticing a general               may well be due to the length of          those that are not. (See diagram 2.)     verge of becoming a failed state”.           of respondents will not be able to
                     Jean-Pierre trouillot     retreat by Private Equity investors,           experience that many of the region’s        Popular investment destinations          In the short term, the Latin               execute their planned exit strategy in
                     Partner, Private Equity   KPMG in the U.S.A.’s poll of                   investors now have. Those who have        Mexico and Brazil remain the top two     American deal market for Private             2009. An equal number of
                     KPMG in the U.S.A.        Conference attendees shows that                been active in the market since the       targets, with the majority of            Equity in 2009 will not be strong,           respondents have concerns about
                     jtrouillot@kpmg.com       Latin America’s investors have                 1990s have previously endured boom        respondents planning to focus their      according to stakeholders. (See              debt compliance or bankruptcy,
                                               retained their confidence.                     and bust. Now, standards of               investments here within the next two     diagram 3.) One in three sees a              although 30 percent of investors are
                                                 We surveyed 110 Private Equity               transparency and due diligence are        years. Colombia has risen in             recovery in the deal market in 2009,         refocusing in the short term on
                                               stakeholders on 11 February 2009,              much higher than before, and so is        popularity due to its pro-investment     but 65 percent are not expecting a           organic growth and/or cost reduction
                                               and while they were despondent                 confidence in the underlying strength     government and the many                  pickup until at least 2010.                  opportunities. Another 14 percent will
                                               about the global economy (only 8               of the economies that are being           investment opportunities that exist        Another result showed that for 86          consider add-on acquisition
                                               percent expected an economic revival           invested in. Encouragingly, 58            within the country, while the            percent of respondents, fundraising          opportunities that were unavailable
                                               before 2010 and 42 percent didn’t              percent of our respondents expect         economic policies and performance        was down; not unexpected, but a              before the crisis.
                                               expect it before 2011) their                   higher international investment in        of Argentina are presently               sign that even though Latin America            Our research in 2009 shows that
                                               confidence in Latin America as an              Latin America between 2010 and            discouraging investors, with a drop      is sheltered from the worst impact of        while stakeholders are cautious, they
                                               investment destination had not                 2012, although 29 percent expect          from 11 percent in actual investments    the global economic crisis, many of          also see the opportunities in the
                                               been affected by the same                      investment to decline and 12 percent      in 2008 to 7 percent in planned          its potential investors are not.             region’s best-performing countries.




     1  Has latin america become more attractive to
        Private equity investors during the economic crisis?        2   On which latin american countries do you plan to
                                                                        focus your investments within the next two years?               3   When do you expect to see a recovery in the deal
                                                                                                                                            market for Private equity in latin america?              4   exits implemented in 2008


                                                                            Mexico                            45%                                                                    16%                                              None               40%
          11%
                                                                                                                                                                                     2011 or later
          Unsure                                  30%                                                                                                                                                             Foreign strategic investor            34%
                                                                              Brazil                          44%                          21%
                                                  Less
                                                                                                                                           Second half                                                                           Local sale
                                                                          Colombia                   30%                                                                                                                                               26%
                                                                                                                                           of 2010                                   28%

                                  %                                                                                                                                %
                                                                              Peru                 24%                                                                               Second half                                  Local IPO     9%
          45%                                                                                                                              7%                                        of 2009
                                                                              Chile            17%                                                                                                       Sale to another Private Equity fund    8%
          More                                                                                                                             First half
                                                  14%                                    7%                                                of 2009                                   28%                                            US IPO 0%
                                                                          Argentina
                                                  No difference                                                                                                                      First half
                                                                             Other        11%                                                                                                                                           %0        20    40    60   80    100
                                                                                                                                                                                     of 2010
          n=73
                                                                               % 0            20         40         60   80   100                                                                                                              Sources: KPMG in U.S.A. survey 2009



     www.kpmg.com/privateequity                                                                                                                                                                                                                www.kpmg.com/privateequity
06     In dIscussIon                                                                                                                                                                                                                                          07




     A new era
     Latin America’s disappointing returns in the 1990s are no guide to Private
     Equity investment in the region in 2009, say Joaquín Avila of Carlyle
     Partners and KPMG’s Rustom Kharegat

     Why do you think Latin America                                                  growth of more responsible, less          means opportunities for Private                                                   workforce, while Colombia and Peru
     is so appealing to Private Equity         “Many Latin American                  politically-motivated financial           Equity investment as wealth rises
                                                                                                                                                                        “There are many
                                                                                                                                                                                                                 are rich in resources. But Mexico has
     investors at the moment?                                                        management within some Latin              among the population and domestic                                                 suffered during the downturn; for a
     JA For three reasons, I think. Firstly,
                                                countries are relatively             American economies.                       demand increases.                         sectors in Latin                        long time it has been dependent on
     prices are decreasing significantly at     resource-rich and well                                                                                                   America that are either                 outsourced American manufacturing,
     the moment due to the economic             positioned as                        Which sectors do you see thriving         What are the potential risks for                                                  and that market has been very much
     turmoil we are experiencing.                                                    in the current economic climate?          investors in the region?                  experiencing natural                    affected by the recession. Argentina’s
     Secondly, the banking sector is in         exporters”                           JA There is definitely potential for      RK Latin America has done a lot of        growth, or are very                     macro economy also remains weak,
     very good shape, and there is a real                                            consolidation within healthcare in        business with economies that want                                                 while many of its businesses remain
                                                                                                                                                                         fragmented”
     possibility of bank funding in the very                                         Mexico, with only 100 hospitals with      its commodities, such as oil or steel,                                            hungry for investment.
     near future, even though it’s not                                               more than 50 beds in the country.         but recently both demand and pricing
     possible at the moment. Finally, there                                          Many other Latin American industries      have diminished, which will certainly                                             can foreign Private Equity houses
     are many sectors in Latin America                                               with strong growth potential due to       affect businesses such as these.                                                  still do business in Latin America,
     that are either experiencing natural                                            domestic demand are just as               JA Going into minority situations in                                              and if so where should they
     growth, or are very fragmented.                                                 fragmented. Sales are another             some countries with a lot of state                                                be looking?
     RK Latin America’s profile has risen                                            growing sector as there is much           interference might also be tough. It’s                                            JA Doing Private Equity deals from
     dramatically during the downturn –                                              more potential to attract sales           not impossible, but it depends on                                                 behind a desk in another part of the
     not least because a number of                                                   representatives during the downturn.      who your real counterparty is.                                                    world and relying on law firms to do
     established players in global Private                                           Servicing the base of the pyramid is      Another mistake would be in relying                                               due diligence is a recipe for disaster.
     Equity have had considerable                                                    another segment that offers               too much on the public markets as an                                              When looking to do business in Latin
     success there. Latin American Private                                           interesting potential. In Mexico we       exit. At this time, you need to focus                                             America localizing your concepts is
     Equity deals are now within range of                                            have a catalogue company selling          on creating value. Change the                                                     vital. It’s very different to investing in
     some North American funds that are                                              door-to-door, which has grown by          strategy of your investments, support                                             the U.S., for instance. When there’s a
     being redirected.                                                               more than 10 percent per year in real     the management and find new                                                       huge deal in the U.S., every house
                                                                                     terms. A driver of this business is the   markets for it, but don’t look for an                                             will look at it, and that’s rarely the
     If recent history is any guide, many      Rustom Kharegat – Global Head of      capacity to attract customers that will   IPO in Latin America.                    Joaquín Avila – Managing Director,       case in Latin America. The average
     investors will perhaps be wary of         Private Equity, KPMG in the UK        buy and re-sell our products. The                                                  Carlyle, Mexico City                     transaction is US$40 or US$50
     investing in Latin American deals.        rustom.kharegat@kpmg.co.uk            impact of the downturn depends on         What regional differences do you         joaquin.avila@carlyle.com                million, and that’s not exciting for
     Is this justified?                                                              which sector you choose to invest in.     see within Latin America during                                                   the big firms of the world.
     JA For many people this may have          Rustom Kharegat leads KPMG’s          RK Many Latin American countries          the current economic climate?            Joaquín Avila is a Managing Director     RK Look at the volume of Private
     been true in the 1990s. More              Global Private Equity and Sovereign   are relatively resource-rich and well     JA Countries like Peru and Colombia      for Carlyle, focused on buyout           Equity investment in Latin America.
     recently, however, some investors         Wealth Fund Practices. Rustom is      positioned as exporters, while other      are popular at the moment because        investment opportunities. He is          Though investment has certainly
     have received excellent returns on        global lead partner for KPMG firms’   parts of the world are looking to         their economies are working              based in Mexico City. Prior to joining   risen, the region remains largely
     their money.                              clients such as CVC, Permira and      achieve things like food security.        relatively well, and their economic      Carlyle, Mr. Avila was a Managing        under-invested when you compare it
     RK That’s right. Any discouraging         Cinven and has led some of the        Many countries also need to upgrade       situation is very stable.                Director and Head of Latin America       to other emerging economies. I
     past performance was due to the           largest and most complex worldwide    infrastructure. The current levels of     RK You can’t ignore the fact that        for Lehman Brothers, and has more        therefore believe there is
     economic policies of the time. One of     transactions for several financial    economic growth in many Latin             Brazil and Mexico dominate               than 20 years investment experience      considerable scope for deeper and
     the most encouraging progressions         buyers in a number of industries.     American countries are higher than in     investment in the region. Also, Chile,   in the region.                           wider Private Equity investment in
     of the last five years has been the                                             North America or Europe, which            for example, has a widely admired                                                 Latin America.

     www.kpmg.com/privateequity                                                                                                                                                                                               www.kpmg.com/privateequity
08     focus on | mExicO                                                                                                                                                                                                                                                    09




     Strength and stability
     Mexico’s sound macroeconomics and favorable demographics
     offer a firm platform for investment



                                                                        “Investors in the country
                         Overview                                        can expect to find a                                 market analysis
                                                                                                                                                                                                                        Regulatory issues
                         Victor Esquivel – Partner, KPMG in Mexico       friendly foreign                                     KPMG in Mexico estimates that               foreseeable future, and so deals
                         esquivel.victor@kpmg.com.mx                     investment regime with                               the country captures between 10             will tend to be smaller growth                n The 2005 Securities Market Law
                                                                         improved standards of                                and 15 percent of Latin America’s           capital investments. Thirdly, even              introduced protection for minority
                                                                                                                              Private Equity investment; less             in a benign environment, there is               shareholders, including limits on
                                                                         corporate governance”


     A
                                                                                                                              than US$1 of every US$20 of                 little chance of an IPO exit for                restricted stock.
               s the only Latin American country that is part of the
                                                                                                                              Mexico’s foreign direct investment          growth companies in Mexico.
               North American Free Trade Agreement and the                                                                    (FDI) is a Private Equity                   Exits are almost exclusively made             n A legal framework – the
               Organisation for Economic Co-operation and                                                                     investment. This, however, rather           through strategic sales.                        Sociedades Anominas Promotoras
     Development (OECD), Mexico is the Latin American country                                                                 undervalues Mexico’s potential.                On the other hand, Mexico has                de Inversion (SAPI) – provides an
                                                                        Tax implications                                        Three structural problems                 huge potential. Unemployment is                 investment vehicle with regulation
     most affected by the economic crisis in the U.S.A. GDP                                                                   presently constrict Mexico’s                the lowest in any country within                on traditional Private Equity
     growth rates have been above 4 percent since 2005, but the         n Dividend payments are not subject                   Private Equity market: Firstly,             the OECD, with an emerging                      mechanisms (drag-along, tag-along
     International Monetary Fund (IMF) estimate these rates are           to any withholding tax. Capital                     Private Equity investment tends to          middle class demanding products                 rights, etc), creating a balance
                                                                          gains tax is payable according to                   come from offshore funds.                   such as investment-ready financial              between oversight and cost for
     likely to dip to around 0.3 percent in 2009 and 2.1 in 2010.
                                                                          specific rules for foreign residents                Mexico’s US$80 billion pension              services. Gross domestic product                smaller, fast-growing companies.
       And yet Mexico still offers strong and stable macroeconomic        and tax treaty benefits may apply.                  funds cannot be invested in                 (GDP) has arguably been
     fundamentals, a growing middle-class and a scarcity of                                                                   Private Equity as an asset class            restricted by a lack of investment            n Investment regime restrictions on
     financing for small and middle-sized companies (SMCs), which       n The flat corporate tax regime, in                   yet. And a collapse in foreign              in medium-sized businesses, and                 institutional investors limit
                                                                          effect since 2008, sets tax rates                   fundraising may have a greater              there is no shortage of investment              participation by local pension funds
     provide significant opportunities for Private Equity investment.
                                                                          at 17 percent in 2009 and 17.5                      impact on Mexico than on other              targets in the US$20 million -                  and insurers in this asset class.
     The previous two administrations have been Private Equity            percent in 2010. Companies are                      areas. Secondly, the majority of            US$50 million range. If U.S. funds
     supporters, and the regulatory reforms they introduced are           required to pay the higher of the                   Mexico’s banks are foreign-                 need to spread their investments,
                                                                                                                                                                                                                        Trends in planned investment in
     beginning to be felt.                                                corporate income tax (currently                     owned. Access to debt will be               they will find opportunities on
                                                                                                                                                                                                                        mexico over five years
                                                                          at 28 percent) or the flat                          severely restricted in the                  their southern border.
       Investors in the country can expect to find a friendly foreign     corporate tax.                                                                                                                                2009                        45%
     investment regime with improved standards of corporate
                                                                                                                                                                                                                        2008                           53%
     governance and increased protection for minority shareholder       Planned investment in mexico 2009-10                Points of view...                                                                           2007                        45%
     rights. Mexico’s stronger entrepreneurial activity generally       and actual investment in mexico                                                                                                                 2006                  34%
     resides in the northern part of the country, with an               in 2008
                                                                                                                            “ mexico’s move to a flat tax rate            “ There is definitely potential               2005                   36%
     improvement in support programs for new business start-ups                                                               aims to simplify the system, and              for consolidation within                      % 0        20       40      60         80   100
                                                                        2009 to 2010                   45%
     sponsored by the government. Much of the growth and                                                                      to broaden the tax base”                      healthcare in mexico”
                                                                                2008                    46%
                                                                                                                             Jose Leiman, Director, International          Joaquín Avila, Managing Director, Carlyle,   Source: KPMG in the U.S.A. survey 2009
     investment prospects for SMCs have been funded with                          %0        20    40     60      80   100    Corporate Tax Services, KPMG in the U.S.A.    Mexico City
     internal resources or through private investors.
                                                                        Source: KPMG in the U.S.A. survey 2009



     www.kpmg.com/privateequity                                                                                                                                                                                                           www.kpmg.com/privateequity
10     focus on | Brazil                                                                                                                                                                                                                                                     11




     Golden opportunity                                                                                                                                                                                                           Points of view...
                                                                                                                                                                                                                                  “Brazil’s financial system is well
     Brazil’s investment-friendly government helps to make it one of the most                                                                                                                                                      regulated and major banks have
                                                                                                                                                                                                                                   low risk exposure. Private Equity
     attractive regions for Private Equity in Latin America                                                                                                                                                                        deal flow remains strong”
                                                                                                                                                                                                                                   José Carlos Simões,
                                                                                                                                                                                                                                   Partner KPMG in Brazil


                                                                              Brazil’s diversified export market                                                              in 2008 the following individual
                         Overview                                             The measure of imports and exports
                                                                              is still less than 25 percent of GDP.
                                                                                                                                                                              Private Equity investments were made
                                                                                                                                                                              in a range of sectors (total 12):
                                                                              Brazil’s markets are mostly internal,                regulatory issues                                                                              Tax implications
                         José Carlos Simões – Partner KPMG in Brazil,
                                                                              and unlike Mexico it does not rely
                         Transaction and Forensic Service, National Head of                                                                                                    financial and insurance services             6
                                                                              overwhelmingly on trade with                         n In 2000, the New Market was                                                                  n Foreign investors pay no capital
                         Private Equity – jcsimoes@kpmg.com.br                                                                                                                 Real estate                                  3
                                                                              the u.s.A.                                             established at the BM&F Bovespa,                                                               gains tax and foreign investors
                                                                                                                                     the São Paulo-based stock                 chemical & petrochemical                             negotiating at the BM&F




     B
                                                                                                                                                                               Hotels & restaurants
                                                                              Export partners, % of total                            exchange. Growing businesses                                                                   Bovespa pay no income tax,
              razil’s minor economic miracle has produced years of                                                                                                             Retail & shopping centres
                                                                                                                                     may exit out of the Bovespa as a                                                               subject to conditions.
              growth, an emerging middle class, a healthy Private             Latin America and
                                                                                                                                     closed company.
                                                                                                                                                                               Transport & railway
                                                                              caribbean: 26%                                                                                   services
              Equity community, an entrepreneurial business                                                                                                                                                                       n Depending on the country of
                                                                              other: 18%                                                                                       oil & gas                                    2
     environment, a democratic regime, economic stability and a                                                                    n Although Brazil’s judicial system                                                              residence, foreign investors may
                                                                                                                                                                               food & drink
                                                                              Middle East: 4%                                        is inefficient at resolving                                                                    be able to avoid double taxation.
     clear legal framework that encourages investment.                        Africa: 5%                          %                  commercial disputes, the 1996
                                                                                                                                                                               IT
                                                                                                                                                                               Mining
       Undoubtedly the country has been hit hard by the global                china: 9%                                              law of arbitration has been               Transport                                          n Open pension funds can invest
     economic crisis: production has fallen 14.5 percent year-on-             u.s.A.: 14%                                            successful at keeping disputes            sugar and ethanol                                    up to 50 percent of reserves in
                                                                                                                                     out of court.                                                                                  stocks, and insurance companies
     year, according to the Brazilian Institute of Geography and              European union: 24%                                                                              Telecommunications & media                   1
                                                                                                                                                                               Wood & paper
                                                                                                                                                                                                                                    up to 49 percent. Pension funds
     Statistics. Yet Brazil seems to be insulated from the very worst         Source: Secretaria de Comércio Exterior (SECEX) do   n Listed companies must use GAAP,                                                                can invest 20 percent of reserves
                                                                                                                                                                               Vehicle assembly
     of the crisis. It is by far Latin America’s largest economy, with        Ministério do Desenvolvimento,
                                                                                                                                     and regulations requiring both            Hospital & clinical analysis labs                    in local Private Equity funds.
                                                                              Indústria e Comércio Exterior (MDIC)
     strong fiscal controls, low inflation, and steady GDP growth.                                                                   public and private companies must
                                                                                                                                     use Brazilian GAAP.                      Source: KPMG in Brazil PE Practice Research
     Brazil’s banking sector does not depend on the U.S.A. and its
     economy does not rely on a single major trading partner. The
     impact of the downturn on Brazil has not been the same as                    Market analysis
     that noted in other countries, and according to the IMF, the
                                                                                  Until 2008, Brazilian fundraising                via the BM&F Bovespa, where they            Most of Brazil’s investments have                companies into the arms of waiting
     World Bank and the OECD, the country will continue to                        and investing boomed. ABVCAP,                    outperformed other issues by a            been done with little or no leverage.              local Private Equity firms.
     weather the downturn.                                                        the Brazilian Private Equity                     factor of 2.5.                            Despite the strength of Brazil’s                     Between 2001 and 2005 the
       The government is business-friendly, installing tax and                    association, calculates that US$26                 Now the IPO exit route is closed,       banking sector, the use of local or                average deal size was around US$20
                                                                                  billion had been raised in funds up              exits will be more difficult to find in   external finance and debt is not often             million, growing between 2006 and
     governance policies that aim to entice Private Equity
                                                                                  to June 2008, with US$11 billion                 the short term, although there are        part of the strategy. The absence of               2007 to around US$80 million. In
     investment, such as conditional relief for foreign investors                 still to be invested. One of the                 many regional Brazilian firms looking     such financing does not affect the                 2008, one deal was done at around
     from capital gains, income tax and double taxation.                          reasons for this is that Brazil, alone           to consolidate. Last year, based on       strategies of many Private Equity                  US$300 million, but growth capital
                                                                                  among Latin American countries,                  public information, KPMG in Brazil        investors. By starving growing                     investments will probably return to
                                                                                  has offered a flow of IPO exits.                 observed 663 M&A transactions in          businesses of working or                           pre-2008 figures. Most successful
                                                                                  ABVCAP’s figures show 60                         the country, only 39 (5.9 percent)        development capital, the credit                    Private Equity investors have a
                                                                                  percent of investment exits were                 involving Private Equity.                 crunch may propel some Brazilian                   strong local presence.



     www.kpmg.com/privateequity                                                                                                                                                                                                                 www.kpmg.com/privateequity
12     focus on | Colombia                                                                                                                           focus on | aRgentina                                                                                                                    13




     ambition and innovation                                                                                                                       Weathering the storm
     Colombia’s	enterprising	government	seeks	investors                                                                                            Former	Private	Equity	hotspot	Argentina	still	holds	opportunities	despite	
                                                                                                                                                   cautious	investment	forecasts



                         overview                                                                                                                                      overview
                         Camilo gonzalez	–	Director,	Advisory	Services		
                                                                                         Regulatory issues                                                                                                                            Regulatory issues
                                                                                                                                                                       mariano Sanchez	–	Partner,	Transaction	Services		
                         KPMG	in	Colombia
                                                                                                                                                                       KPMG	in	Argentina
                         camilogonzalez@kpmg.com.co                                      n	Pension	funds	can	invest	10	percent	                                                                                                       n	Argentina	generally	has	very		
                                                                                                                                                                       marianosanchez@kpmg.com.ar
                                                                                           of	their	assets	in	Private	Equity.                                                                                                           good	standards	of	accounting		
                                                                                                                                                                                                                                        and	transparency.	




     D	
     	                                                                                                                                             D
                                                                                                                                                   	
                                                                                         n	Investors	in	certain	industries	can	
             espite	the	timing	of	the	global	credit	crunch,	Colombia’s	                                                                                   espite	its	history	of	Private	Equity	investment,	Argentina	is	
                                                                                           establish	themselves	as	single-                                                                                                            n	In	October	2008	the	President	
             ambitious	and	innovative	government	has	nevertheless	put	                     company	free	trade	zones.                                      probably	not	a	priority	destination	for	investors	in	the	near-                signed	a	bill	to	nationalize	the	
             in	place	the	structural	reforms	that	investors	need.	This	                                                                                   term;	KPMG’s	survey	of	stakeholders	showed	that	11	                           country’s	10	private-pension	funds,	
     has	been	rewarded	with	renewed	interest	from	Private	Equity	                        n	The	legal	stability	pact	allows	                        percent	focussed	their	investments	in	Argentina	in	2008,	but	only	                   making	investment	in	this	sector	
                                                                                           investors	to	sign	a	contract	with	                                                                                                           more	problematic.
     investors;	our	2009	survey	shows	Colombia	as	third	only	to	Brazil	                    the	government,	which	guarantees	                       7	percent	still	considered	it	a	focus	in	2009	and	2010.
     and	Mexico	as	a	potential	destination	for	investment.	                                the	financial	regulations	in	                            Argentina	has	plenty	of	opportunity:	a	well-developed	economy	                    n	While	laws	provide	shareholder	
       For	a	country	where	it	was	once	hazardous	for	a	successful	                         operation	today	will	persist	for	the	                   and	many	well-managed	target	businesses.	However,	it	also	has	a	                     protection,	some	local	managers	
                                                                                           next	20	years.	If	conditions		                                                                                                               can	be	hostile	to	what	they	see	as	
     businessman	to	walk	down	the	street,	this	renewed	confidence	                                                                                 populist	president	who	oversaw	the	shock	nationalization	of	
                                                                                           improve,	businesses	may	choose	                                                                                                              outside	interference.
     has	been	a	dramatic	change,	and	for	the	entrepreneurs	and	                            to	operate	under	the	new	regime.                        Argentina’s	pension	funds	at	the	end	of	2008,	which	prevented	
     citizens	of	Colombia,	starved	of	investment	since	the	1980s,	it	is	                                                                           the	country	defaulting	on	its	international	debt.	
                                                                                                                                                                                                                                      Household consumption
     long	overdue.	Colombia	is	a	country	with	investment	opportunities	                  Foreign direct investment                                  According	to	the	Argentina	Commercial	Banking	Report	Q1	2009	                     (millions pesos)
     everywhere	you	look:	from	medicine	to	infrastructure,	from	                                                                                   (ACBR),	the	country’s	economic	growth	will	fall	to	0.6	percent	in	
                                                                                         2008                                                                                                                                         2008
     tourism	to	financial	services.	Provided	the	political	environment	                                                                            2009	from	6.8	percent	in	2008,	making	Argentina	a	risky	                                                                 475,876
                                                                                         2007                                                                                                                                         2007                                   386,305
     remains	stable,	it	may	be	one	of	the	major	beneficiaries	of	this	                                                                             destination,	not	least	because	those	exits	previously	available	
                                                                                         2006                                     FDI	was		                                                                                           2006                                326,276
     generation	of	Private	Equity	investments.                                           2005
                                                                                                                                  US$8.9	
                                                                                                                                  billion	up	to	
                                                                                                                                                   through	strategic	buyers	or	IPOs	are	no	longer	possible.
                                                                                                                                                                                                                                      2005                            281,189
                                                                                                                                  Q3	and	
                                                                                         2004                                     reached	                                                                                            2004                        237,567
     market analysis                                                                     2003
                                                                                                                                  US$10		
                                                                                                                                  billion	for	     market analysis                                                                    2003                   193,482
                                                                                         2002                                     2008	in	Q4
                                                                                                                                                                                                                                      2002                  185,164
     With	the	LAVCA	showing	that	in	2008	      12	more	are	raising	capital.	Potential	   2001
                                                                                                                                                   The	dominant	story	in	Argentina	is	the	    owned	and	starved	of	investment.	
                                                                                                                                                                                                                                      2001                   197,044
     Colombia’s	Private	Equity	investment	     markets	include	medical	tourism	(with	                                                              weakness	of	its	macro	economy;	            There	are	also	many	educated,	
                                                                                         2000                                                                                                                                                0      100k   200k    300k     400k      500k
     was	just	0.04	percent	of	GDP,	existing	   hospitals	offering	lower-cost	surgery	                                                              many	public	equity	investors	pulled	       entrepreneurial	businesspeople	who	
                                                                                                0      2      4      6      8        10       12
     investment	is	hard	to	spot.	Yet	with	     targeting	45	million	uninsured	                                                                     out	of	Argentina	after	the	recession	of	   are	keen	to	expand.	The	success	of	
                                                                                                US$Billion                                                                                                                            Argentina’s household consumption has
     growth	of	7.7	percent	in	2007	and	4.0	    Americans).	Colombia	is	also	Latin	                                                                 2001	and	the	country’s	recent	five-        Dolphin	Management	Fund	in	buying	
                                                                                                                                                                                                                                      increased dramatically since the recession
     percent	in	2008,	Colombia’s	economy	      America’s	second-largest	producer		       fDI has been growing every year since 2003,               year-long	economic	boom	is	well	and	       many	strategic	energy	companies	        of 2001-2002
     is	resisting	the	downturn	and	is	         of	biofuels	after	Brazil,	and	is	fast	    reaching almost us$10 billion for 2008                    truly	over	according	to	the	ACBR.          since	2003	shows	that	infrastructure	
     becoming	a	target	for	Private	Equity.	    emerging	as	a	destination	for	                                                                        Yet	opportunities	persist.	Many	mid-     investments	remain,	even	though	
     Seven	local	funds	are	operating,	and	     business	process	outsourcing.	            Source:	National	Statistics	Department                    sized	businesses	are	still	family-         they	are	not	currently	profitable.      Source:	IMF



     www.kpmg.com/privateequity                                                                                                                                                                                                                        www.kpmg.com/privateequity
14     kPmg sErvicEs                                                                                                                                                                           15




     Our global methodology
     kPmg has member firms in countries          of work with an innovative approach.
     across Latin America, including Brazil,     regardless of where we are based we                                                            1   	 Fundraising	How do your funds
                                                                                                                                                      benchmark against others, and
                                                                                                                                                      is your exposure to tax mitigated?
     Argentina, mexico, colombia, Peru and       act as one team, adapting to the needs
                                                                                                                                                      KPMG firms’ experience and
     chile. Underlying our approach is our       of clients and working together to provide                                                           knowledge of tax, regulatory and
     methodology – no matter where our           them with the answers they need to                                                                   compliance issues helps your
     clients are active, kPmg firms are          make the best decisions on their deals                                                               fund managers perform to their
                                                                                                                                                      maximum efficiency.
     committed to providing a high standard      and investments.

                                                                                                                                                2    Deal	origination	How will the
                                                                                                                                                     business grow? What is the
                                                                                                                                                     investment case? Does it fit your
                                                                                              “Our Private Equity teams are                          investment criteria? One of the keys
                                                                                                                                                     to successful investing is identifying
                                  6                                   1                        structured to be responsive                           and working up appropriate
                                                                                               and mobile”                                           opportunities in your market. Our
                            Realization                         Fundraising                   Rustom Kharegat, Global Head of Private Equity,        in-country teams can help make
                                                                                              KPMG in the UK                                         the case for investment.


                                                                                                                                                3    Evaluation	and	investment	Our
                                                                                                                                                     firms’ local knowledge helps uncover
                                                                                                                                                     the potential value in the deal by
                                                                                                                                                     assessing the dynamics and drivers in
                                                                                                                                                     the market, predicting the key
                                                                                                                                                     challenges, and compiling robust due
                                                                                                                                                     diligence and tax reports.


                    5                      Private Equity                        2                                                              4    Plan	delivery	What are the options
                                                                                                                                                     for performance improvement? How
                                                                                                                                                     do you finance your target
                 Exit                                                          Deal
              grooming                        Lifecycle                     origination
                                                                                                                                                     investments? Strategic advice can
                                                                                                                                                     dramatically improve the speed and
                                                                                                                                                     effectiveness of such initiatives.



                                                                                              “kPmg member firms aim to                         5    Exit	grooming	Before exit the
                                                                                                                                                     financials need to be in order, which
                                                                                                                                                     is an important differentiator of value
                                                                                               provide Private Equity clients                        and a key to attracting exit partners.
                                                                                               with an integrated, tailored                          Exit options need to be evaluated,
                                                                                               service of the highest standard                       and done deals need to be
                                                                                                                                                     benchmarked in order to be certain
                                  4                                 3                          executed through a single point                       you have achieved full value.
                                                              Evaluation and                   of contact who can direct our
                           Plan delivery
                                                               Investment                      teams to support you from
                                                                                               anywhere in the world”
                                                                                                                                                6    Realization	Have your tax liabilities
                                                                                                                                                     been minimized, and has the auction
                                                                                                                                                     been run effectively?
                                                                                              Timothy P. Flynn, Chairman, KPMG International




     www.kpmg.com/privateequity                                                                                                                                   www.kpmg.com/privateequity
www.kpmg.com/privateequity




Heads of Private Equity: Latin America
Private Equity is not just a local business.
KPMG member firms have teams of experienced advisors across the globe.


Heads of Private Equity by Country
Mexico                                                        Colombia
Victor Esquivel                                               Camilo Gonzalez
Partner, KPMG in Mexico                                       Director, Advisory Services, KPMG
Tel: +52 55 5246 8300                                         in Colombia
Email: esquivel.victor@kpmg.com.mx                            Tel: +57 1 618 8000
                                                              Email: camilogonzalez@kpmg.com.co
Brazil
José Carlos Simões                                            Argentina
Partner KPMG in Brazil, Transaction                           Mariano Sanchez
and Forensic Service, National Head                           Partner, Transaction Services, KPMG
of Private Equity                                             in Argentina
Tel: +55 11 3245 8383                                         Tel: +54 11 4316 5980
Email: jcsimoes@kpmg.com.br                                   Email: marianosanchez@kpmg.com.ar




Global Heads of Private Equity by Region
Global                                                        Americas
Rustom Kharegat                                               Shawn Hessing
Global Head of Private Equity,                                Head of Private Equity, Americas Region
KPMG in the UK                                                KPMG in the U.S.A.
Tel: +44 20 7311 8847                                         Tel: +1 817 339 1216
Email: rustom.kharegat@kpmg.co.uk                             Email: shessing@kpmg.com

EMA                                                           Asia Pacific
John Evans                                                    Honson To
Head of Private Equity EMA Region,                            Partner, Head of Private Equity
KPMG in Germany                                               Asia Pacific Region,
Tel: +49 211 475 7569                                         KPMG in China
Email: evanj@kpmg.com                                         Tel: +86 21 2212 2708
                                                              Email: honson.to@kpmg.com.cn




 The information contained herein is of a general nature and            © 2009 KPMG International. KPMG International is a Swiss cooperative. Member firms of the
 is not intended to address the circumstances of any particular         KPMG network of independent firms are affiliated with KPMG International. KPMG International
 individual or entity. Although we endeavor to provide accurate         provides no client services. No member firm has any authority to obligate or bind KPMG
 and timely information, there can be no guarantee that such            International or any other member firm vis-à-vis third parties, nor does KPMG International have
 information is accurate as of the date it is received or that it       any such authority to obligate or bind any member firm. All rights reserved.
 will continue to be accurate in the future. No one should act on
 such information without appropriate professional advice after
 a thorough examination of the particular situation.                    KPMG and the KPMG logo are registered trademarks of KPMG International, a Swiss cooperative.

 Corporate fiance services, including Financing, Debt Advisory          Designed by Engage Publishing
 and Valuation Services, are not performed by all KPMG                  Name: Insight: Latin America
 member firms and are not offered by member firms in certain            Publication number: 903012
 jurisdictions due to legal or regulatory constraints.                  Publication date: April 2009

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Insight Latin America April 2009

  • 1. Insight: Latin America A guide to the future of Private Equity for investment professionals Brazil Still moving forward Mexico Catching the U.S. cold? Colombia From failed state to success story Argentina Hidden potential 2009 Private Equity research Short-term realism, long-term optimism
  • 2. welcome 03 www.kpmg.com/privateequity emerging potential Contents 04 Research KPMG’s Jean-Pierre Trouillot explains why Private Equity in P rivate equity investors in latin America have traditionally Latin America may continue to thrive within the region’s needed strong stomachs, deep pockets and plenty of successful economies patience. During the 1990s a combination of punitive tax regimes and unstable governments produced unpredictable 6 Interview and often poor returns. During the recent boom in emerging KPMG’s Rustom Kharegat and Carlyle’s Joaquín Avila discuss markets, Private equity investment in latin America was often Latin American Private Equity overlooked in favor of china, central and eastern europe, Russia, and India. But in the current uncertain economic conditions, latin 8 Mexico America is now becoming an attractive destination for Strong and stable despite investment. latin America’s investment opportunities match the economic crunch the strategy we are likely to see in 2009 and 2010 from many Private equity houses, as the region offers large numbers of mid-sized businesses that are stable, well-managed, and eager 10 Brazil for growth capital investment. Remains a popular destination Yet latin America is not a homogenous region. while for Private Equity investors countries such as Brazil have established structural reforms, Private equity-friendly tax policies and stable economic systems, others – such as Argentina - pursue short-term 12 Colombia economic policies that make investing more difficult. To better An eager government and understand latin American Private equity local knowledge and favourable regulations professional advice are now more important than ever. 13 Argentina A gloomy forecast possibly belies hidden potential “The current levels of economic growth in many latin American 14 KPMG Services countries are higher than in North America or europe, which At every stage of the investment Victor esquivel cycle, KPMG firms’ advisors have means opportunities for Private equity investment” Partner, KPMG in Mexico a role to play Rustom Kharegat, Global Head of Private Equity, KPMG in the UK esquivel.victor@kpmg.com.mx www.kpmg.com/privateequity
  • 3. 04 ReseaRch | latin ameriCa 05 Crisis contained “KPMG in the U.s.a.’s poll of conference Latin America’s Private Equity market has certainly been affected by the attendees shows that global economic crisis, but investors believe that the effects are containable Latin america’s investors within the region’s successful economies, says Jean-Pierre Trouillot have retained their confidence” W hen Latin America’s degree of pessimism. expect global investment in Latin investments over the next two years. If entries to the market are Private Equity investors Our results show that of the America to stay the same. Colombia, now the third most impacted, then so too are the exits. gathered in Miami in stakeholders, only 30 percent However, there are certainly two popular investment destination in (See diagram 4.) February 2009 for the Economist consider Latin America to be less stories to tell about Latin America as Latin America, offers a dramatic The exuberance seen in Private Intelligence Unit’s (EIU) 11th Annual attractive as a destination for Private an investment destination. Our success story. Luis Guillermo Plata, Equity investment in the region in the Conference on Latin American Private Equity investment during the current research echoes the feeling at the Colombia’s Minister of Trade, Industry 1990s has been replaced by a large Equity, the mood was understandably economic crisis, while 45 percent Conference that there is a growing and Tourism, admitted at the degree of pragmatism, and with the less optimistic than in previous years. consider it more attractive. (See disparity between countries that are Conference that, only a few years public markets closed and strategic But while some developing diagram 1.) These positive figures regarded as positive destinations and ago, Colombia had, “been on the investors in short supply, 21 percent economies are noticing a general may well be due to the length of those that are not. (See diagram 2.) verge of becoming a failed state”. of respondents will not be able to Jean-Pierre trouillot retreat by Private Equity investors, experience that many of the region’s Popular investment destinations In the short term, the Latin execute their planned exit strategy in Partner, Private Equity KPMG in the U.S.A.’s poll of investors now have. Those who have Mexico and Brazil remain the top two American deal market for Private 2009. An equal number of KPMG in the U.S.A. Conference attendees shows that been active in the market since the targets, with the majority of Equity in 2009 will not be strong, respondents have concerns about jtrouillot@kpmg.com Latin America’s investors have 1990s have previously endured boom respondents planning to focus their according to stakeholders. (See debt compliance or bankruptcy, retained their confidence. and bust. Now, standards of investments here within the next two diagram 3.) One in three sees a although 30 percent of investors are We surveyed 110 Private Equity transparency and due diligence are years. Colombia has risen in recovery in the deal market in 2009, refocusing in the short term on stakeholders on 11 February 2009, much higher than before, and so is popularity due to its pro-investment but 65 percent are not expecting a organic growth and/or cost reduction and while they were despondent confidence in the underlying strength government and the many pickup until at least 2010. opportunities. Another 14 percent will about the global economy (only 8 of the economies that are being investment opportunities that exist Another result showed that for 86 consider add-on acquisition percent expected an economic revival invested in. Encouragingly, 58 within the country, while the percent of respondents, fundraising opportunities that were unavailable before 2010 and 42 percent didn’t percent of our respondents expect economic policies and performance was down; not unexpected, but a before the crisis. expect it before 2011) their higher international investment in of Argentina are presently sign that even though Latin America Our research in 2009 shows that confidence in Latin America as an Latin America between 2010 and discouraging investors, with a drop is sheltered from the worst impact of while stakeholders are cautious, they investment destination had not 2012, although 29 percent expect from 11 percent in actual investments the global economic crisis, many of also see the opportunities in the been affected by the same investment to decline and 12 percent in 2008 to 7 percent in planned its potential investors are not. region’s best-performing countries. 1 Has latin america become more attractive to Private equity investors during the economic crisis? 2 On which latin american countries do you plan to focus your investments within the next two years? 3 When do you expect to see a recovery in the deal market for Private equity in latin america? 4 exits implemented in 2008 Mexico 45% 16% None 40% 11% 2011 or later Unsure 30% Foreign strategic investor 34% Brazil 44% 21% Less Second half Local sale Colombia 30% 26% of 2010 28% % % Peru 24% Second half Local IPO 9% 45% 7% of 2009 Chile 17% Sale to another Private Equity fund 8% More First half 14% 7% of 2009 28% US IPO 0% Argentina No difference First half Other 11% %0 20 40 60 80 100 of 2010 n=73 % 0 20 40 60 80 100 Sources: KPMG in U.S.A. survey 2009 www.kpmg.com/privateequity www.kpmg.com/privateequity
  • 4. 06 In dIscussIon 07 A new era Latin America’s disappointing returns in the 1990s are no guide to Private Equity investment in the region in 2009, say Joaquín Avila of Carlyle Partners and KPMG’s Rustom Kharegat Why do you think Latin America growth of more responsible, less means opportunities for Private workforce, while Colombia and Peru is so appealing to Private Equity “Many Latin American politically-motivated financial Equity investment as wealth rises “There are many are rich in resources. But Mexico has investors at the moment? management within some Latin among the population and domestic suffered during the downturn; for a JA For three reasons, I think. Firstly, countries are relatively American economies. demand increases. sectors in Latin long time it has been dependent on prices are decreasing significantly at resource-rich and well America that are either outsourced American manufacturing, the moment due to the economic positioned as Which sectors do you see thriving What are the potential risks for and that market has been very much turmoil we are experiencing. in the current economic climate? investors in the region? experiencing natural affected by the recession. Argentina’s Secondly, the banking sector is in exporters” JA There is definitely potential for RK Latin America has done a lot of growth, or are very macro economy also remains weak, very good shape, and there is a real consolidation within healthcare in business with economies that want while many of its businesses remain fragmented” possibility of bank funding in the very Mexico, with only 100 hospitals with its commodities, such as oil or steel, hungry for investment. near future, even though it’s not more than 50 beds in the country. but recently both demand and pricing possible at the moment. Finally, there Many other Latin American industries have diminished, which will certainly can foreign Private Equity houses are many sectors in Latin America with strong growth potential due to affect businesses such as these. still do business in Latin America, that are either experiencing natural domestic demand are just as JA Going into minority situations in and if so where should they growth, or are very fragmented. fragmented. Sales are another some countries with a lot of state be looking? RK Latin America’s profile has risen growing sector as there is much interference might also be tough. It’s JA Doing Private Equity deals from dramatically during the downturn – more potential to attract sales not impossible, but it depends on behind a desk in another part of the not least because a number of representatives during the downturn. who your real counterparty is. world and relying on law firms to do established players in global Private Servicing the base of the pyramid is Another mistake would be in relying due diligence is a recipe for disaster. Equity have had considerable another segment that offers too much on the public markets as an When looking to do business in Latin success there. Latin American Private interesting potential. In Mexico we exit. At this time, you need to focus America localizing your concepts is Equity deals are now within range of have a catalogue company selling on creating value. Change the vital. It’s very different to investing in some North American funds that are door-to-door, which has grown by strategy of your investments, support the U.S., for instance. When there’s a being redirected. more than 10 percent per year in real the management and find new huge deal in the U.S., every house terms. A driver of this business is the markets for it, but don’t look for an will look at it, and that’s rarely the If recent history is any guide, many Rustom Kharegat – Global Head of capacity to attract customers that will IPO in Latin America. Joaquín Avila – Managing Director, case in Latin America. The average investors will perhaps be wary of Private Equity, KPMG in the UK buy and re-sell our products. The Carlyle, Mexico City transaction is US$40 or US$50 investing in Latin American deals. rustom.kharegat@kpmg.co.uk impact of the downturn depends on What regional differences do you joaquin.avila@carlyle.com million, and that’s not exciting for Is this justified? which sector you choose to invest in. see within Latin America during the big firms of the world. JA For many people this may have Rustom Kharegat leads KPMG’s RK Many Latin American countries the current economic climate? Joaquín Avila is a Managing Director RK Look at the volume of Private been true in the 1990s. More Global Private Equity and Sovereign are relatively resource-rich and well JA Countries like Peru and Colombia for Carlyle, focused on buyout Equity investment in Latin America. recently, however, some investors Wealth Fund Practices. Rustom is positioned as exporters, while other are popular at the moment because investment opportunities. He is Though investment has certainly have received excellent returns on global lead partner for KPMG firms’ parts of the world are looking to their economies are working based in Mexico City. Prior to joining risen, the region remains largely their money. clients such as CVC, Permira and achieve things like food security. relatively well, and their economic Carlyle, Mr. Avila was a Managing under-invested when you compare it RK That’s right. Any discouraging Cinven and has led some of the Many countries also need to upgrade situation is very stable. Director and Head of Latin America to other emerging economies. I past performance was due to the largest and most complex worldwide infrastructure. The current levels of RK You can’t ignore the fact that for Lehman Brothers, and has more therefore believe there is economic policies of the time. One of transactions for several financial economic growth in many Latin Brazil and Mexico dominate than 20 years investment experience considerable scope for deeper and the most encouraging progressions buyers in a number of industries. American countries are higher than in investment in the region. Also, Chile, in the region. wider Private Equity investment in of the last five years has been the North America or Europe, which for example, has a widely admired Latin America. www.kpmg.com/privateequity www.kpmg.com/privateequity
  • 5. 08 focus on | mExicO 09 Strength and stability Mexico’s sound macroeconomics and favorable demographics offer a firm platform for investment “Investors in the country Overview can expect to find a market analysis Regulatory issues Victor Esquivel – Partner, KPMG in Mexico friendly foreign KPMG in Mexico estimates that foreseeable future, and so deals esquivel.victor@kpmg.com.mx investment regime with the country captures between 10 will tend to be smaller growth n The 2005 Securities Market Law improved standards of and 15 percent of Latin America’s capital investments. Thirdly, even introduced protection for minority Private Equity investment; less in a benign environment, there is shareholders, including limits on corporate governance” A than US$1 of every US$20 of little chance of an IPO exit for restricted stock. s the only Latin American country that is part of the Mexico’s foreign direct investment growth companies in Mexico. North American Free Trade Agreement and the (FDI) is a Private Equity Exits are almost exclusively made n A legal framework – the Organisation for Economic Co-operation and investment. This, however, rather through strategic sales. Sociedades Anominas Promotoras Development (OECD), Mexico is the Latin American country undervalues Mexico’s potential. On the other hand, Mexico has de Inversion (SAPI) – provides an Tax implications Three structural problems huge potential. Unemployment is investment vehicle with regulation most affected by the economic crisis in the U.S.A. GDP presently constrict Mexico’s the lowest in any country within on traditional Private Equity growth rates have been above 4 percent since 2005, but the n Dividend payments are not subject Private Equity market: Firstly, the OECD, with an emerging mechanisms (drag-along, tag-along International Monetary Fund (IMF) estimate these rates are to any withholding tax. Capital Private Equity investment tends to middle class demanding products rights, etc), creating a balance gains tax is payable according to come from offshore funds. such as investment-ready financial between oversight and cost for likely to dip to around 0.3 percent in 2009 and 2.1 in 2010. specific rules for foreign residents Mexico’s US$80 billion pension services. Gross domestic product smaller, fast-growing companies. And yet Mexico still offers strong and stable macroeconomic and tax treaty benefits may apply. funds cannot be invested in (GDP) has arguably been fundamentals, a growing middle-class and a scarcity of Private Equity as an asset class restricted by a lack of investment n Investment regime restrictions on financing for small and middle-sized companies (SMCs), which n The flat corporate tax regime, in yet. And a collapse in foreign in medium-sized businesses, and institutional investors limit effect since 2008, sets tax rates fundraising may have a greater there is no shortage of investment participation by local pension funds provide significant opportunities for Private Equity investment. at 17 percent in 2009 and 17.5 impact on Mexico than on other targets in the US$20 million - and insurers in this asset class. The previous two administrations have been Private Equity percent in 2010. Companies are areas. Secondly, the majority of US$50 million range. If U.S. funds supporters, and the regulatory reforms they introduced are required to pay the higher of the Mexico’s banks are foreign- need to spread their investments, Trends in planned investment in beginning to be felt. corporate income tax (currently owned. Access to debt will be they will find opportunities on mexico over five years at 28 percent) or the flat severely restricted in the their southern border. Investors in the country can expect to find a friendly foreign corporate tax. 2009 45% investment regime with improved standards of corporate 2008 53% governance and increased protection for minority shareholder Planned investment in mexico 2009-10 Points of view... 2007 45% rights. Mexico’s stronger entrepreneurial activity generally and actual investment in mexico 2006 34% resides in the northern part of the country, with an in 2008 “ mexico’s move to a flat tax rate “ There is definitely potential 2005 36% improvement in support programs for new business start-ups aims to simplify the system, and for consolidation within % 0 20 40 60 80 100 2009 to 2010 45% sponsored by the government. Much of the growth and to broaden the tax base” healthcare in mexico” 2008 46% Jose Leiman, Director, International Joaquín Avila, Managing Director, Carlyle, Source: KPMG in the U.S.A. survey 2009 investment prospects for SMCs have been funded with %0 20 40 60 80 100 Corporate Tax Services, KPMG in the U.S.A. Mexico City internal resources or through private investors. Source: KPMG in the U.S.A. survey 2009 www.kpmg.com/privateequity www.kpmg.com/privateequity
  • 6. 10 focus on | Brazil 11 Golden opportunity Points of view... “Brazil’s financial system is well Brazil’s investment-friendly government helps to make it one of the most regulated and major banks have low risk exposure. Private Equity attractive regions for Private Equity in Latin America deal flow remains strong” José Carlos Simões, Partner KPMG in Brazil Brazil’s diversified export market in 2008 the following individual Overview The measure of imports and exports is still less than 25 percent of GDP. Private Equity investments were made in a range of sectors (total 12): Brazil’s markets are mostly internal, regulatory issues Tax implications José Carlos Simões – Partner KPMG in Brazil, and unlike Mexico it does not rely Transaction and Forensic Service, National Head of financial and insurance services 6 overwhelmingly on trade with n In 2000, the New Market was n Foreign investors pay no capital Private Equity – jcsimoes@kpmg.com.br Real estate 3 the u.s.A. established at the BM&F Bovespa, gains tax and foreign investors the São Paulo-based stock chemical & petrochemical negotiating at the BM&F B Hotels & restaurants Export partners, % of total exchange. Growing businesses Bovespa pay no income tax, razil’s minor economic miracle has produced years of Retail & shopping centres may exit out of the Bovespa as a subject to conditions. growth, an emerging middle class, a healthy Private Latin America and closed company. Transport & railway caribbean: 26% services Equity community, an entrepreneurial business n Depending on the country of other: 18% oil & gas 2 environment, a democratic regime, economic stability and a n Although Brazil’s judicial system residence, foreign investors may food & drink Middle East: 4% is inefficient at resolving be able to avoid double taxation. clear legal framework that encourages investment. Africa: 5% % commercial disputes, the 1996 IT Mining Undoubtedly the country has been hit hard by the global china: 9% law of arbitration has been Transport n Open pension funds can invest economic crisis: production has fallen 14.5 percent year-on- u.s.A.: 14% successful at keeping disputes sugar and ethanol up to 50 percent of reserves in out of court. stocks, and insurance companies year, according to the Brazilian Institute of Geography and European union: 24% Telecommunications & media 1 Wood & paper up to 49 percent. Pension funds Statistics. Yet Brazil seems to be insulated from the very worst Source: Secretaria de Comércio Exterior (SECEX) do n Listed companies must use GAAP, can invest 20 percent of reserves Vehicle assembly of the crisis. It is by far Latin America’s largest economy, with Ministério do Desenvolvimento, and regulations requiring both Hospital & clinical analysis labs in local Private Equity funds. Indústria e Comércio Exterior (MDIC) strong fiscal controls, low inflation, and steady GDP growth. public and private companies must use Brazilian GAAP. Source: KPMG in Brazil PE Practice Research Brazil’s banking sector does not depend on the U.S.A. and its economy does not rely on a single major trading partner. The impact of the downturn on Brazil has not been the same as Market analysis that noted in other countries, and according to the IMF, the Until 2008, Brazilian fundraising via the BM&F Bovespa, where they Most of Brazil’s investments have companies into the arms of waiting World Bank and the OECD, the country will continue to and investing boomed. ABVCAP, outperformed other issues by a been done with little or no leverage. local Private Equity firms. weather the downturn. the Brazilian Private Equity factor of 2.5. Despite the strength of Brazil’s Between 2001 and 2005 the The government is business-friendly, installing tax and association, calculates that US$26 Now the IPO exit route is closed, banking sector, the use of local or average deal size was around US$20 billion had been raised in funds up exits will be more difficult to find in external finance and debt is not often million, growing between 2006 and governance policies that aim to entice Private Equity to June 2008, with US$11 billion the short term, although there are part of the strategy. The absence of 2007 to around US$80 million. In investment, such as conditional relief for foreign investors still to be invested. One of the many regional Brazilian firms looking such financing does not affect the 2008, one deal was done at around from capital gains, income tax and double taxation. reasons for this is that Brazil, alone to consolidate. Last year, based on strategies of many Private Equity US$300 million, but growth capital among Latin American countries, public information, KPMG in Brazil investors. By starving growing investments will probably return to has offered a flow of IPO exits. observed 663 M&A transactions in businesses of working or pre-2008 figures. Most successful ABVCAP’s figures show 60 the country, only 39 (5.9 percent) development capital, the credit Private Equity investors have a percent of investment exits were involving Private Equity. crunch may propel some Brazilian strong local presence. www.kpmg.com/privateequity www.kpmg.com/privateequity
  • 7. 12 focus on | Colombia focus on | aRgentina 13 ambition and innovation Weathering the storm Colombia’s enterprising government seeks investors Former Private Equity hotspot Argentina still holds opportunities despite cautious investment forecasts overview overview Camilo gonzalez – Director, Advisory Services Regulatory issues Regulatory issues mariano Sanchez – Partner, Transaction Services KPMG in Colombia KPMG in Argentina camilogonzalez@kpmg.com.co n Pension funds can invest 10 percent n Argentina generally has very marianosanchez@kpmg.com.ar of their assets in Private Equity. good standards of accounting and transparency. D D n Investors in certain industries can espite the timing of the global credit crunch, Colombia’s espite its history of Private Equity investment, Argentina is establish themselves as single- n In October 2008 the President ambitious and innovative government has nevertheless put company free trade zones. probably not a priority destination for investors in the near- signed a bill to nationalize the in place the structural reforms that investors need. This term; KPMG’s survey of stakeholders showed that 11 country’s 10 private-pension funds, has been rewarded with renewed interest from Private Equity n The legal stability pact allows percent focussed their investments in Argentina in 2008, but only making investment in this sector investors to sign a contract with more problematic. investors; our 2009 survey shows Colombia as third only to Brazil the government, which guarantees 7 percent still considered it a focus in 2009 and 2010. and Mexico as a potential destination for investment. the financial regulations in Argentina has plenty of opportunity: a well-developed economy n While laws provide shareholder For a country where it was once hazardous for a successful operation today will persist for the and many well-managed target businesses. However, it also has a protection, some local managers next 20 years. If conditions can be hostile to what they see as businessman to walk down the street, this renewed confidence populist president who oversaw the shock nationalization of improve, businesses may choose outside interference. has been a dramatic change, and for the entrepreneurs and to operate under the new regime. Argentina’s pension funds at the end of 2008, which prevented citizens of Colombia, starved of investment since the 1980s, it is the country defaulting on its international debt. Household consumption long overdue. Colombia is a country with investment opportunities Foreign direct investment According to the Argentina Commercial Banking Report Q1 2009 (millions pesos) everywhere you look: from medicine to infrastructure, from (ACBR), the country’s economic growth will fall to 0.6 percent in 2008 2008 tourism to financial services. Provided the political environment 2009 from 6.8 percent in 2008, making Argentina a risky 475,876 2007 2007 386,305 remains stable, it may be one of the major beneficiaries of this destination, not least because those exits previously available 2006 FDI was 2006 326,276 generation of Private Equity investments. 2005 US$8.9 billion up to through strategic buyers or IPOs are no longer possible. 2005 281,189 Q3 and 2004 reached 2004 237,567 market analysis 2003 US$10 billion for market analysis 2003 193,482 2002 2008 in Q4 2002 185,164 With the LAVCA showing that in 2008 12 more are raising capital. Potential 2001 The dominant story in Argentina is the owned and starved of investment. 2001 197,044 Colombia’s Private Equity investment markets include medical tourism (with weakness of its macro economy; There are also many educated, 2000 0 100k 200k 300k 400k 500k was just 0.04 percent of GDP, existing hospitals offering lower-cost surgery many public equity investors pulled entrepreneurial businesspeople who 0 2 4 6 8 10 12 investment is hard to spot. Yet with targeting 45 million uninsured out of Argentina after the recession of are keen to expand. The success of US$Billion Argentina’s household consumption has growth of 7.7 percent in 2007 and 4.0 Americans). Colombia is also Latin 2001 and the country’s recent five- Dolphin Management Fund in buying increased dramatically since the recession percent in 2008, Colombia’s economy America’s second-largest producer fDI has been growing every year since 2003, year-long economic boom is well and many strategic energy companies of 2001-2002 is resisting the downturn and is of biofuels after Brazil, and is fast reaching almost us$10 billion for 2008 truly over according to the ACBR. since 2003 shows that infrastructure becoming a target for Private Equity. emerging as a destination for Yet opportunities persist. Many mid- investments remain, even though Seven local funds are operating, and business process outsourcing. Source: National Statistics Department sized businesses are still family- they are not currently profitable. Source: IMF www.kpmg.com/privateequity www.kpmg.com/privateequity
  • 8. 14 kPmg sErvicEs 15 Our global methodology kPmg has member firms in countries of work with an innovative approach. across Latin America, including Brazil, regardless of where we are based we 1 Fundraising How do your funds benchmark against others, and is your exposure to tax mitigated? Argentina, mexico, colombia, Peru and act as one team, adapting to the needs KPMG firms’ experience and chile. Underlying our approach is our of clients and working together to provide knowledge of tax, regulatory and methodology – no matter where our them with the answers they need to compliance issues helps your clients are active, kPmg firms are make the best decisions on their deals fund managers perform to their maximum efficiency. committed to providing a high standard and investments. 2 Deal origination How will the business grow? What is the investment case? Does it fit your “Our Private Equity teams are investment criteria? One of the keys to successful investing is identifying 6 1 structured to be responsive and working up appropriate and mobile” opportunities in your market. Our Realization Fundraising Rustom Kharegat, Global Head of Private Equity, in-country teams can help make KPMG in the UK the case for investment. 3 Evaluation and investment Our firms’ local knowledge helps uncover the potential value in the deal by assessing the dynamics and drivers in the market, predicting the key challenges, and compiling robust due diligence and tax reports. 5 Private Equity 2 4 Plan delivery What are the options for performance improvement? How do you finance your target Exit Deal grooming Lifecycle origination investments? Strategic advice can dramatically improve the speed and effectiveness of such initiatives. “kPmg member firms aim to 5 Exit grooming Before exit the financials need to be in order, which is an important differentiator of value provide Private Equity clients and a key to attracting exit partners. with an integrated, tailored Exit options need to be evaluated, service of the highest standard and done deals need to be benchmarked in order to be certain 4 3 executed through a single point you have achieved full value. Evaluation and of contact who can direct our Plan delivery Investment teams to support you from anywhere in the world” 6 Realization Have your tax liabilities been minimized, and has the auction been run effectively? Timothy P. Flynn, Chairman, KPMG International www.kpmg.com/privateequity www.kpmg.com/privateequity
  • 9. www.kpmg.com/privateequity Heads of Private Equity: Latin America Private Equity is not just a local business. KPMG member firms have teams of experienced advisors across the globe. Heads of Private Equity by Country Mexico Colombia Victor Esquivel Camilo Gonzalez Partner, KPMG in Mexico Director, Advisory Services, KPMG Tel: +52 55 5246 8300 in Colombia Email: esquivel.victor@kpmg.com.mx Tel: +57 1 618 8000 Email: camilogonzalez@kpmg.com.co Brazil José Carlos Simões Argentina Partner KPMG in Brazil, Transaction Mariano Sanchez and Forensic Service, National Head Partner, Transaction Services, KPMG of Private Equity in Argentina Tel: +55 11 3245 8383 Tel: +54 11 4316 5980 Email: jcsimoes@kpmg.com.br Email: marianosanchez@kpmg.com.ar Global Heads of Private Equity by Region Global Americas Rustom Kharegat Shawn Hessing Global Head of Private Equity, Head of Private Equity, Americas Region KPMG in the UK KPMG in the U.S.A. Tel: +44 20 7311 8847 Tel: +1 817 339 1216 Email: rustom.kharegat@kpmg.co.uk Email: shessing@kpmg.com EMA Asia Pacific John Evans Honson To Head of Private Equity EMA Region, Partner, Head of Private Equity KPMG in Germany Asia Pacific Region, Tel: +49 211 475 7569 KPMG in China Email: evanj@kpmg.com Tel: +86 21 2212 2708 Email: honson.to@kpmg.com.cn The information contained herein is of a general nature and © 2009 KPMG International. KPMG International is a Swiss cooperative. Member firms of the is not intended to address the circumstances of any particular KPMG network of independent firms are affiliated with KPMG International. KPMG International individual or entity. Although we endeavor to provide accurate provides no client services. No member firm has any authority to obligate or bind KPMG and timely information, there can be no guarantee that such International or any other member firm vis-à-vis third parties, nor does KPMG International have information is accurate as of the date it is received or that it any such authority to obligate or bind any member firm. All rights reserved. will continue to be accurate in the future. No one should act on such information without appropriate professional advice after a thorough examination of the particular situation. KPMG and the KPMG logo are registered trademarks of KPMG International, a Swiss cooperative. Corporate fiance services, including Financing, Debt Advisory Designed by Engage Publishing and Valuation Services, are not performed by all KPMG Name: Insight: Latin America member firms and are not offered by member firms in certain Publication number: 903012 jurisdictions due to legal or regulatory constraints. Publication date: April 2009