PITCHBOOK Private Equity - Abvcap

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PITCHBOOK Private Equity - Abvcap
Private Equity

PITCHBOOK
PITCHBOOK Private Equity - Abvcap
Disclaimer: The content presented here was prepared by ABVCAP under the scope of the InBrazil Program.
It may be reproduced only with written authorisation from ABVCAP.

The InBrazil Private Equity & Venture                  The Brazilian Private Equity and                  The Brazilian Trade and Investment
Capital Program is a joint initiative                  Venture Capital Association is a non-             Promotion Agency promotes Brazilian
between ABVCAP and Apex-Brasil with                    profit organization that promotes the             products and services abroad and
the goal of informing and connecting                   development of private equity, venture            attracts foreign investments to strategic
international investors with Brazilian fund            capital and seed capital in Brazil, by            sectors of the Brazilian economy. Apex-
managers and portfolio companies. The                  improving industry conditions and                 Brasil coordinates actions designed to
main goal of the Program is to inform and              understandings and also fomenting                 attract foreign direct investment (FDI)
empower the global investor community                  best practices that are aligned with              to Brazil, striving to allocate resources
in respect to the Brazilian PEVC                       international industry standards.                 in sectors of strategic relevance for
ecosystem and its many opportunities.                                                                    endowing Brazil and its businesses with a
                                                                                                         keener competitive edge.
CONTENTS

1. BACKGROUND FOR BRAZIL                        3. NOTABLE SECTORS

1.1 Macro-economic data                         3.1 Retail
1.2 Political context                           3.2 Health
1.3 Regulatory environment                      3.3 Education

2. PRIVATE EQUITY & VENTURE CAPITAL IN BRAZIL   3.4 Fintech

2.1 Main figures                                4. CASE STUDIES
2.2 Private equity                              4.1 Private equity

                                                4.2 Infrastructure
Background for Brazil
Among the world’s ten largest                           Ranking of Latin American economies - GDP - 2018 (US$ trillion)           TOP 10 world economies 2018 (US$ trillion)
economies, and heading up Latin
America, the Brazilian economy is back                                                                                            United States                                                                      20.4
on the path to growth. As illustrated in
the following pages, its prospects are                                                                                                   China                                                    13.6

positive for the next few years.                                                                                                                                         5.0
                                                                                                                                         Japan

BRAZIL
                                                        MEXICO                                                                        Germany                          4.0

   Annual GDP of US$ 1.9 trillion                                                                                               United Kingdom                   2.8

   212 million inhabitants                                                   PERU                                                       France                   2.8
   Urbanisation rate of 84%
                                                                                                                                          India                  2.7
   Among the top ten countries receiving foreign
investments in 2018
                                                                                                                                          Italy                2.1

These are promising times for the Brazilian                               COLOMBIA                   BRAZIL                              Brazil                1.9
economy, due to the following set of circumstances:
                                                                                                                                       Canada                  1.7

- Well-balanced inflation that remains under target;                                                                                              0        2     4      6      8   10   12   14    16    18   20     22

- Consumption and confidence ratings are                                                                                          Foreign Direct Investment inflows 2018 (US$ billion)
uptrending;
- Brazil’s capital market has been booming since
2017, with the IBOVESPA Index reaching new highs
                                                                               CHILE                                              United States 226

and record share volumes; and
                                                                                                    ARGENTINA                            China        142

                                                                                                                                United Kingdom        122
- More than seven companies attained unicorn
status in 2018, appraised at more than US$ 1 billion.                                                      1.5 – 2 trillion
                                                                                                                                    Hong Kong         112

                                                                                                                                     Singapore 77
                                                                                                           0.5 – 1.5 trillion
                                                                                                                                         Spain 70

                                                                                                           < 0.5 trillion          Netherlands 64

                                                                                                                                      Australia       62

                                                                                                                                         Brazil       59

                                                                                                                                          India       43

                                                                                                                                              0        20       40      60     80 100 120 140 160 180 200 220 240

                                                                                                                                                                             Source: IBGE; IMF - World Economic Outlook (june 2019)
                                                                                                                                                                                                         Made with
The gradual growth recovery of the                            GDP growth and inflation rates in Brazil FY15-FY22e (%)                                                                              Exchange and Selic rates forecast FY12-FY23 (expected)
Brazilian economy is reflected in a
context of tight-leashed inflation and
                                                                                                         GDP Growth                 IPCA

lower interest rates that, influenced                                                                                                                                                                                          Exchange Rate                 Selic Rate
by credit costs, are helping drive up

                                                                    10.7
                                                                                                                                                                                               4                                                                                                    16
activity and employment levels.                                                                                                                                                            3.5                                                                                                      14
                                                                                                                                                                                               3                                                                                                    12
                                                                                                                                                                                           2.5                                                                                                      10

                                                                                      6.3

                                                                                                                                                                                  US$/R$
With inflation close to target and solidly-rooted                                                                                                                                              2                                                                                                    8
                                                                                                                                                                                                                                                                                                         %
expectations, Brazil’s monetary policy is grounded

                                                                                                                                  4.1

                                                                                                                                                 4.0
                                                                                                                                                                                           1.5                                                                                                      6

                                                                                                                                                              3.8

                                                                                                                                                                            3.7
                                                                                                                    3.7
on interest rate stability and indications that this

                                                                                                  2.9
                                                       %
context will continue over the next few years.

                                                                                                                                                        2.6

                                                                                                                                                                      2.6
                                                                                                                                                                                               1                                                                                                    4

                                                                                                                                           2.5
                                                                                                                            1.5
                                                                                                                                                                                           0.5                                                                                                      2

                                                                                                              1.1
                                                                                            1.1
Since december 2017, unemployment rates have
been dropping, while the employed population                                                                                                                                                   0                                                                                                    0
has expanded by almost two million positions and

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                                                                                                                                                                                                                                                                                           23
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real incomes have recovered, increasing the actual

                                                                                                                                                                                                                                                                             2

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                                                                                                                                                                                                                                                    20

                                                                                                                                                                                                                                                           20

                                                                                                                                                                                                                                                                  20

                                                                                                                                                                                                                                                                          20

                                                                                                                                                                                                                                                                                 20

                                                                                                                                                                                                                                                                                        20
wage mass even more. The jobs market should
follow this uptrend.

                                                                               -3.3
                                                             -3.5
                                                              2015              2016         2017              2018         2019e          2020e        2021e         2022e
                                                                              GDP growth projection by country FY19e (%)                                                                       Average unemployment rate forecast FY12-FY22 (expected) (%)
                                                                                                                                                                                                                                                    12.7
                                                                                                                                                                                                                                                           12.2
                                                                           Japan              1.0                                                                                                                                                                  11.7
                                                                                                                                                                                                                                        11.5
                                                                                                                                                                                                                                                                            11.2
                                                           United Kingdom                         1.2                                                                                                                                                                               10.6
                                                                                                                                                                                                                                                                                             10.2

                                                                      LATAM                        1.4
                                                                                                                                                                                                                             8.5
                                                                       Russia                           1.6
                                                                                                                                                                                                    7.4

                                                                                                                                                                                           %
                                                                                                                                                                                                           7.1
                                                                                                                                                                                                                  6.8
                                                                      Mexico                            1.6
                                                                                                                                                                       %
                                                                           Brazil                             2.1

                                                                             US                                2.3

                                                                           World                                          3.3

                                                                           China                                                                       6.3

                                                                           India                                                                                7.3
                                                                                                                                                                                                   2012   2013   2014    2015           2016    2017       2018   2019e 2020e 2021e 2022e

                                                                                                                                                                                                                                                             Source: Brazilian Central Bank; IMF; IBGE
In parallel with the economic                                           IPO history on the Brazilian stock exchange FY08 – FY18                                                                      Exchange rate forecast FY12 – FY23e (US$/R$)
recovery, better capital market                                                       Number of IPOs            Volume of IPOs - R$ billionV

conditions and the prospects of
a stable foreign exchange rate,

                                                                             23.8
all point to a context that is more

                                                                                                                                                   20.3
appealing to foreign investors

                                                                                                                17.3
                                                                                                                                                                                                                                                                               3.9
seeking assets in Brazil.                                                                                                                                                                                                                             3.8      3.8    3.9
                                                                                                                                                                                                                                     3.7       3.7
                                                                                                                                                                                                                     3.5
                                                                                                                                                                                                              3.3
                                                                                                                                                                                                                            3.2

                                                                                    11.2
                                                                                    11

                                                                                           11
Under a newly-elected government, market optimism

                                                                                                              10

                                                                                                                                                10
                                                                                                                                                                                                       2.3
spread rapidly. A survey released by Bloomberg                                                                                                                                                 2.2

                                                                                                                                                                            US$/R$
                                                                                                                                                                                       1.9

                                                                  7.5

                                                                                              7.2
indicated that Brazil tops the list of the emerging
countries from the investor standpoint. Brazilian

                                                                          6

                                                                                                                                                           6
                                                                                                       3.9
bonds were recently ranked as equivalent to those of

                                                                 4

                                                                                                    3

                                                                                                                                                          3
other economies rated as investment grade.

                                                                                                                                       0.7
                                                                                                                                0.6
                                                                                                                        0.4
                                                                                                                                                                                     Foreign Exchange                           Bonds                                 Stocks

                                                                                                                         1

                                                                                                                                 1

                                                                                                                                       1
This positive view of Brazilian papers has been                                                                                                                         1                 Brazilian real                        Brazil                                Brazil
                                                                 2008      2009     2010    2011    2012       2013      2014   2015   2016      2017     2018
expanding among investors, as its Government moves

                                                                                                                                                                                      12

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                                                                                                                                                                                                                           17

                                                                                                                                                                                                                                   18

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                                                                                                                                                                        2              Mexican Peso                         Indonesia                                  India

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                                                                                                                                                                                                                    20

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                                                                                                                                                                                                                                                                     2
ahead with social security reform, which is considered

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                                                                                                                                                                                                                                                 20

                                                                                                                                                                                                                                                          20

                                                                                                                                                                                                                                                                  20

                                                                                                                                                                                                                                                                          20
crucial for shrinking the public deficit.                                                                                                                               3            Indonesian Rupiah                          Mexico                               Indonesia

In 2018, three companies went public on the B3 –                                                                                                                        4             Argentinian Peso                      Argentina                                 China
the Interbank and the NotreDame Intermédica and                                                                                        What market investors have their eye on
                                                                                                                                                                        5              Russian Ruble                       South Africa                           South Africa
Hapvida medical aid operators – while others (such
as Stone and Arco Educação) offered their papers                     Foreign Exchange                          Bonds                            Stocks                  6            South African Rand                         Russia                               Argentina
directly on Wall Street. Through offerings on the            1            Brazilian real                        Brazil                          Brazil                  7                 Polish Zloty                          Turkey                                Russia
Brazilian stock exchange, companies raised R$ 6.76
billion, while IPOs on the US stock exchange brought in      2           Mexican Peso                         Indonesia                          India                  8                 Indian Rupee                          China                                 Mexico
US$ 4 billion.                                               3       Indonesian Rupiah                         Mexico                          Indonesia                9              Chinese Yuan                               India                           South Korea

With significant international reserves and a floating       4        Argentinian Peso                        Argentina                         China                 10             South Korean Won                           Poland                                Poland
exchange rate, Brazil’s foreign exchange policy has          5           Russian Ruble                       South Africa                  South Africa               11                  Turkish Lira                     South Korea                                Turkey
been more foreseeable and stable. The outlook for the
Brazilian real against the USD over the medium term is       6       South African Rand                        Russia                          Argentina
a positive indicator for foreign investors eyeing Brazil.                                                                                       Russia
                                                             7             Polish Zloty                        Turkey
                                                             8          In Indian
                                                                           the developing
                                                                                   Rupeeeconomies, shares, currencies
                                                                                                                China and government papers      should outstrip their counterparts in the more developed nations during 2019, with Brazil as a favourite choice among
                                                                                                                                              Mexico
                                                                        investors for these three asset classes, according to a Bloomberg survey of thirty investors in December 2018.
                                                             9           Chinese Yuan                           India                      South Korea
                                                            10       South Korean Won                          Poland                           Poland
                                                            11             Turkish Lira                      South Korea                        Turkey                                                                             Source: Bloomberg; Brazilian Central Bank; B3
Private capital funds (especially when
foreign) are trustworthy sources of                          Average annual credit lines to companies in Brazil                                                         Number of bankruptcies and judicial
financing and operational support in                                     FY13-FY18 (# thousand)                                                                           recoveries in Brazil FY12-FY18
the current context of sparse bank
credit, particularly as dry powder is                                                                                                                              Bankruptcies Decreed                   Deferred court recoveries

limited among local players.

                                                                                                                                                                                                                   1514
                                                           150.4          151.3
                                                                                           144.5
                                                                                                                                           136.4

                                                                                                                                                                                                                                             1215
                                                                                                             124.2

                                                                                                                                                                                                                                1195
                                                                                                                           120.7
Tightly-strapped bank credit is spurring the search for

                                                                                                                                                                                                  1,044
alternative sources of corporate funding, opening up a

                                                                                                                                                                                                                          928

                                                                                                                                                                                                                                       930
great opportunity for private equity and venture capital

                                                                                                                                                                                            829
                                                                                                                                                                 746

                                                                                                                                                                                740
                                                                                                                                          90

                                                                                                                                                                                                             721
                                                                                                                                                    688

                                                                                                                                                                       690

                                                                                                                                                                                      671
funds operating in Brazil.

                                                                                                                                                          618
                                                                                                                                               70
Furthermore, many companies that were heavily                                                                         65
                                                           56                                      58
leveraged during the economic growth years are now                           53                                            55

floundering in the wake of the recession.                  2013 41        2014             2015               2016         2017            2018
                                                                                    38                   37
                                                                                                                                                     2012         2013           2014        2015             2016        2017          2018
The large number of businesses declaring bankruptcy
or under court-supervised receivership hint at very
                                                                         Fundraising and global investment in
                                                                                                        Made with
                                                                                                                                                           Participation of sectors in corporate insolvency FY18
favourable prospects for funds investing in promising
turnaround possibilities and special situations.                        Emerging Markets FY14-FY18 (R$ billion)
                                                             2014                2015                 2016             2017                2018

                                                                                                                                                                             Agriculture 0.5%
                                                                                        Fundraising          Investments                                              Others 4.6%
                                                                                                                                          90                     Industry 9.3%

                                                                                                                                               70
                                                                                                                      65      Made with                                                                                   Trade 46.1%
                                                           56                                      58
                                                                             53                                            55

                                                                   41
                                                                                    38                   37

                                                                                                                                                          Services 39.7%

                                                             2014                2015                 2016             2017                2018

                                                                                        Fundraising          Investments

                                                                                                                                                                             Source: Brazilian Central Bank; Serasa Experian; EMPEA; SPC Brazil
18                                18              17         17
                                                      15                                                        15       15     15     15     15        15
                                                            14    13          14                         13
                                                                                                  12            12       12            12
                                                      10                      10        10               10
A record number of Brazilian start-                         8        8
                                                      5
ups reached unicorn status during                                         Rate in% of entrepreneurship according to                                                                                                Brazilian unicorns - 2018 | 2019*
2018, valued at over US$ 1 billion and

                                                           02

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                                                                             business stage - Brazil - 2002 - 2017

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                                                                                                                                   20

                                                                                                                                            20

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                                                                                                                                                                                   20
attracting attention from local and
                                                                              Stablished enterpreneurs                        Starter enterpreneurs                    Total
international venture capital funds,
whether operating in Brazil or not.                        40                                                                                                      39
                                                                                                                                                                          36       36
                                                           35                                                                                                34 with
                                                                                                                                                             Made
                                                                                                                                32                 32
                                                           30                                                                                30
Entrepreneurship has been surging steadily                                                                               27            27
                                                                                                                 26
                                                           25
in Brazil: among each 100 Brazilians, 36 are                                       23               23
                                                                                                          22
                                                                 21                          21
entrepreneurs, and young people between 25 and             20             20
                                                                                                                                18                           18
                                                                                                                                                                   19     20       20
                                                                                                                                                                          17       17
34 years old were the most active in setting up            15    14                14
                                                                                                                 15      15     15     15    15    15
                                                                          13                              13
                                                                                                    12           12      12            12
new businesses, with 30.5% of Brazilians in this           10                      10        10           10
                                                                 8        8
age bracket owning and managing start-ups.
                                                           5

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The Census on Brazil’s startup ecosystem

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                                                                                                                                                                                                                                                                     *until October 2019
(conducted in 2017 by Startse*) found that most
                                                                                   Stablished enterpreneurs                   Starter enterpreneurs               Total
start-ups had already moved beyond the initial
stage and are maturing, validating solutions and            Number of entepreneurs in each stage by age (# million)                                                                                                    Brazil’s startup ecosystem
seeking market niches for their operations. In                                                                                                          Made with
                                                                                                              Starters             Stablished
fact, they are even being set up with an eye to
international markets, reflecting a mindset that is                                                                                                                                                                                                      Average age
                                                                                                  10.5                                                                                                      2016                    2017
seamlessly aligned with global trends.
                                                                                                                                                                                                                   of start-ups were
                                                                                                                                                                                                                   founded between                         years
Most of these initiatives are now in the capital-                                                                                                                                                                    2016 and 2017
intense validation stage. Furthermore, the main
                                                                                                                                 6.4                     6.5
source of funding for 91.8% is partner capital,                                                                           6.0

thus opening up great opportunities for venture                   5.2

capital funds.
                                                                                                         4.3
                                                                                                                                                  3.8
                                                                                                                                                                                       4.2                    5.4%                          36%
                                                                                                                                                                                                             Hypothesis
                                                                                                                                                                                                               stage          38%            Business
                                                                                                                                                                                                                                              stage      20.6%
                                                                                                                                                                                                                              Validation                   Scale stage
                                                                                                                                                                            1.9                                                 stage

                                                                           0.8

                                                                 18 to 24                         25 to 34                35 to 44                 45 to 54                    55 to 64
                                                                 years old                        years old               years old                years old                   years old          with participation of 779 companies and over 2,000 stakeholders (including
                                                                                                                                                                                                  investors and traditional companies).

                                                                                                                                                                                                                                Source: SEBRAE; Public Deals; STARTSE; GEM Brazil 2017
With signs of the economic
recovery for Brazil and the                                             M&A transactions announced in Brazil FY03-FY18 (US$ million)                                                   M&A transactions (only in december 2018) by sector
outcome of its new government,
the outlook for the next four                                 1.000                                                                                                                                       Education 4,00%
                                                                                                                                                                                           Health services 6,00%
years is quite positive for M&A                               800                                                   799                  812
                                                                                                                                               879
                                                                                                                                                                                        Chemicals 6,00%
                                                                                                                                  771
transactions.
                                                                                                                            752                      742                                                                              IT 29,00%
                                                                                               722
                                                                                                     645   644                                                   643   658
                                                              600                       573                                                                597                         Mining 6,00%

                                                              400          415
                                                                                  389
Acquisitions are heading up M&A deals in Brazil,                    337                                                                                                      Food & beverage 6,00%
particularly among companies weakened by the
recent economic meltdown.                                     200
                                                                                                                                                                                    Logistics 8,00%
In 2018, Brazilian investors competed with their              0
foreign counterparts for 63% of announced                                                                                                                                                                                             Other services 15,00%

                                                                    03

                                                                    04

                                                                    05

                                                                    06

                                                                    07

                                                                    08

                                                                    09

                                                                    10

                                                                    11

                                                                    12

                                                                    13

                                                                    14

                                                                    15

                                                                    16

                                                                    17

                                                                    18
minority purchases and acquisitions.

                                                                  20

                                                                  20

                                                                  20

                                                                  20

                                                                  20

                                                                  20

                                                                  20

                                                                  20

                                                                  20

                                                                  20

                                                                  20

                                                                  20

                                                                  20

                                                                  20

                                                                  20

                                                                  20
                                                                                                                                                                                              Retail 10,00%
                                                                                                                                                                                                                            Public services 10,00%
Nevertheless, foreign investors, particularly those
in the US, continue to wager on M&A deals in
Brazil.
                                                                                                                                               Made with

                                                                                        Top 5 sectors among announced transactions FY17-FY18 (US$ million)
In 2008, of the announced transactions, 245
involved foreign capital, with the US, France and                                                    2017              2018
Canada accounting for 48% of deals involving
foreign capital in Brazil.                              140              140
                                                                  132
                                                        120
Foreign investors are expected to flock back to
Brazil, in parallel to a new surge of privatisation,
                                                        100
driving transactions and attracting the attention of
global fund players.                                    80
                                                    %

The Brazilian M&A market is becoming increasingly       60                              57     58              57
                                                                                                                       53
more mature in the IT segment, and is already a                                                                                         45
                                                                                                                                               51
                                                        40                                                                                                        43
benchmark for transactions among ERP vendors                                                                                                                                    [1] comprise mainly the consultant,
                                                                                                                                                            33
and on the start-ups market, encompassing mainly                                                                                                                                management, marketing sectors,
                                                        20                                                                                                                      among others;
the consulting, administration and marketing
sectors, among others, together with public utility                                                                                                                             [2] public utilities services, such as
                                                        0
                                                                                                                                                                                energy and aviation
services such as energy and aviation.
                                                                    TI

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                                                                                                                                                                                                                                                     Source: PWC
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Privatisations and concessions are priorities for Brazil’s new
administration during the next four years. The denationalisation                                                                         PPI projects*
of Brazilian businesses may well offer investment opportunities in
sectors that are strategic for the economy, with a wide diversity                                                                                                                     Ports
                                                                                                                                  2.9%
of assets available to private equity and infrastructure funds.                                                            7.1%                                                       Highways

The Brazilian Government is forging ahead with its Investment Partnerships Programme (PPI), set up in               5.7%                                                              Railways
2016 to boost and buttresses interactions between the State and private enterprise through partnership                                                   25.7%
                                                                                                                                                                                      Others
agreements and other State divestment steps.
                                                                                                             5.7%                                                                     Energy
This Programme is intended to underpin the expansion of high-grade infrastructure in Brazil, with
user-friendly tariffs, fostering fair competition across the board when establishing partnerships and                                                                                 Oil and gas
rendering services involving foreign capital in Brazil.
                                                                                                                                                                                      Mining
By year-end 2018, 105 bidding rounds had been held during the thirty months that the PPI had been                                                                                     Aviation
in place, 42 of which were won by foreign companies, either alone or in consortium with Brazilian
firms. Rising interest among international investors in infrastructure projects in Brazil is the outcome
of an innovations plan designed to enhance the quality, appeal and juridical security of tender
announcements and projects.                                                                                21.4%

The changes introduced include lifting the requirement for foreign companies to operate in
partnerships with Brazilian firms. Furthermore, dialogue between the public and private sectors drew                                                                            *It comprises 70
contributions for fine-tuning regulations, including Law Nº 13,448/2017, which allows inflows of new                                                     25.7%                  projects in progress
investments into existing concessions through anticipated extensions, and Law Nº 13,499/2017 that                                                                               as of August 2019.
allows adjustments to airport concession profiles.                                                                         5.7%

Moreover, the PPI is striving to streamline financing models and mechanisms, in order to attract
international players, while ensuring that Brazilian projects are competitive with those in other
countries. The outcome reflects confidence in Brazil among international investors.

                                                                                                                                               Source: Investment Partnerships Programme (PPI) - August 2019
Background for Brazil
The Bolsonaro Administration charged into its first year in office with a pro-business agenda that included major
reforms, particularly the social security and tax systems.

Brazil’s new Ministry of Economy affirms that his administration will be based on four pillars:

      Social Security                          Fewer constraints                        Simplified taxes                       Decentralisation of
      reform                                   on the economy                           and privatisations                     State and Municipal
                                                                                                                               Government funding

Brazil is eager to step up the share held by foreign trade in its GDP, rising to 30% over the next four years. To do so, it is determined to endow Brazilian
companies with a keener international edge. Aspects earmarked as high priority are privatisation and concession programmes, together with civil service
reform, pruning the administrative machine and enhancing efficiency, thus easing the weight of the State in the economy.

As reforms are approved in Brazil, significant inflows of direct and portfolio investments will appear as well. Investments of at least US$ 100 billion
are waiting only for reforms to progress.
Approval of tax and social
security reforms is crucial for a                        254.9of social security expenditure in Brazil FY10-FY18 (R$ billion)
                                                      Evolution                                                                                                                       Composition of primary expenditure FY17
return to fiscal balance in Brazil,
underpinning the sustainability                                                                                                           586.4                                   2.5%
                                                                                                                                                                                         2.4%

of its economic growth.
                                                                                                                              557.2                                       3.3%
                                                                                                                  507.9                                                4.2%                                                 Social security

                                                                                                                                                                                                                            Other expenses
                                                                                                        436.1                                                    8.2%
                                                                                         394.2                                                                                                                  34.0%       Personnel and social charges (actives)
                                                                             357.0
                                                                                                                                                                                                                            Personnel and social charges (inactive)
                                                                   316.6
REFORMS UNDER DISCUSSION:                                  281.4
                                                                                                                                                              9.4%
                                                                                                                                                                                                                            Social security (rural)

TAX AND SOCIAL SECURITY                                                                                                                                                                                                     Health expenses

                                                                                                                                                                                                                            Continued payment benefits

                                                                                                                                                                                                                            Unemployment insurance
                                                                                                                                                                9.5%
Outlays on social security account for over half                                                                                                                                                                            Social assistance (Bolsa família Programme)
of Brazil’s primary federal budget. Only 10% of its        2011    2012      2013        2014           2015      2016        2017        2018                                                                              Education spending
                                                                                                                                                                                                        14.0%
budget is allocated to education and healthcare,                                                                                                                         12.6%

which are sectors that are crucial to economic and
social development.                                                                                                       Made with
                                                                                                  Net debt of public sector and international reserves (%) of GDP FY10-FY18
The deterioration in budget outcomes has been
worsened by rising public outlays and above all by                                                              Net debt of public sector (% of GDP)                 International reserves (% of GDP)
soaring social security expenditures, explaining
why Brazil’s net debt has ballooned.
                                                                                                                                                                                                                           53.8
                                                                                                                                                                                                            51.6

                                                                                                                                                                                          46.2

                                                                           38.0
                                                                                                                                                                        35.6
                                                                                           34.5
                                                                                                                32.2                              32.6
                                                                                                                                  30.5

                                                                                                                                                                               19.8              20.3                             20.1
                                                                                                                                                                                                                   18.2
                                                                                                                       15.1              14.6            14.8
                                                                                  13.0            13.5

                                                                             2010                2011              2012               2013             2014               2015                  2016             2017          2018

                                                                                                                                                                                      Source: Ministry of finance; Federal Budget Office; Brazilian Central Bank
A welcome side-effect of
Operation Car Wash is better
compliance levels among
local companies, dimming
impressions that Brazil has a
corrupt society.                                                                               EMBI* Brazil performance (country-risk)

RISING LEVELS
OF CONFIDENCE
                                                      600

Since its launch in 2014, the Operation Car Wash
corruption clean-up drive has upped compliance        500
levels among Brazilian companies, as a way of
preventing fraud while also showing markets,
                                                      400
investors and consumers that they obey the law.
The steps taken since then – which led to prison
sentences for corrupt executives and politicians      300

– are already presenting positive results in terms
of perceptions of corruption in Brazil among          200
investors and the business sector.

                                                      100
At Petrobras, for example, steps taken during
the past few years for dealing with corruption
scandals and reducing the debt of this state-run      0

oil giant have helped rebuild investor trust, which
is reflected in the value of its shares.                    01/04/10   01/04/11   01/04/12   01/04/13     01/04/14      01/04/15         01/04/16   01/04/17         01/04/18         01/04/19

                                                                                                                                                               *Difference in the mean daily
                                                                                                                                                               payback on Brazilian papers and
                                                                                                                                                               return on US Treasury bonds.

                                                                                                                                                                                Source: IPEADATA
Background for Brazil
SOLID GROUND FOR THE
EXPANSION OF THE PE&VC

                                                                                                                                                       Dominican
                                                                                                                                          Costa Rica
                                                              2017/2018

                                                                                                  Argentina

                                                                                                                               Colombia

                                                                                                                                                        Republic
INDUSTRY

                                                                                                                                                                                                      Uruguay
                                                                                                                                                                   Jamaica

                                                                                                                                                                                      Panama
                                                                                                                                                                             Mexico
                                                                                                              Brazil

                                                                                                                                                                                                                Israel

                                                                                                                                                                                                                         Spain
                                                                                                                       Chile

                                                                                                                                                                                               Peru

                                                                                                                                                                                                                                 UK
                                                              Scorecard
The regulatory context for setting up Equity
Investment Funds (FIPs), tax treatment, Brazil’s              Overall score                       51          69       71      64         58            42         51        67       51       54     61        86       78      96
capital market and entrepreneurship are among        Laws on PE/VC fund formation and
the mainsprings of the private equity and venture    operation                                      1          4        3       3           2             2         2         3        2       2       2         4        4      4
capital industry in Brazil, according to the LAVCA
                                                     Tax treatment of PE/VC funds &
Scorecard, prepared by the Association for Private   investments                                    2          3        2       2           3             1         2         2        2        1      3         3        4      4
Capital Investment in Latin America .
                                                     Protection of minority shareholder rights      2          3        3       3           2             2         2         3        2       2       2         4        3      4
Despite emphasizing the need to curb corruption,
the Report acknowledges the efforts of the           Restrictions on local institutional
                                                                                                    1          2        2       3            1            1         2         3        2       3       2         4        3      4
                                                     investors investing in PE/VC
Courts to punish offenders in fraud cases.
Furthermore, the recent reform of Fund               Protection of intellectual property rights     2          2        3       2           3             1         2         2        2       2       3         3        3      4
regulation by the Brazilian Securities Commission
(CVM) was mentioned as a major step forward for      Bankruptcy procedures/creditors’
the industry.                                        rights/ partner liability                      2          3        3       3           2             1         2         3        2       2       3         2        3      3
                                                     Capital markets development and
                                                     feasibility of exits                           2          3        3       2           2             1         2         3        2       2       2         3        3      4
                                                     Registration/reserve requirements on
                                                     inward investments                             3          3        3       3           3             3         3         3        3       3       3         3        3      3

                                                     Corporate governance requirements              2          3        3       3           2             3         2         3        2       3       2         4        3      4

                                                     Strength of the judicial system                2          2        2       2           3             1         2         2        2        1      3         4        2      4

                                                     Perceived corruption                           2          1        1        1          3             1          1        1        1        1      3         3        3      4
                                                     Quality of local accounting/use of
                                                     international standards                       4           4        4       3           4             3         3         3        3       4       3         4        4      4

                                                     Entrepreneurship                               3          3        3       3           2             2         2         2        2       2       2         3        2      3

                                                                                                                                                                                                                                      Source: LAVCA
PE&VC MILESTONES

Investments in PE&VC begin to firm up in Brazil
during 1994, with the Real Economic Stabilisation
Plan. Since then, local assets have continued to
                                                                                                                                                                                          2000
mature, with complete maturation cycles and
                                                                                                                                                                                          Establishment of the Brazilian Private Equity
steady inflows of international and Brazilian firms                                                                                                                                       & Venture Capital Association (ABVCAP),
into this segment.                                                                                                                                                                        an entity striving to encourage long-term
                                                                                                                                                                                          investments in Brazil through private equity
                                                                                                                                                            1997                          and venture capital initiatives.
                                                                                                                                                            Patria starts its private
                                                                                                                                                            equity activities in Brazil
                                                                                                                                                                                          Launch of the Inovar Innovation Project by
                                                                                                                                                                                          the Studies and Projects Financing Agency
                                                                                                                                                                                          (FINEP) linked to the Ministry of Science
                                                                                                                         1995                                                             and Technology, in order to encourage
                                                                                1994                                     Brazil’s National Social and Economic                            investment in technology-based firms and
                                                                                The Real Economic Stabilisation Plan     Development Bank (BNDES) transfers the                           start-ups in Brazil.
                                                                                ushers in a stable currency, with        first venture capital investment to RSTec, a
                                                                                inflation curbed by interest rates and   fund focused on innovative small businesses
                                                                                fixed foreign exchange rates.            and start-ups in Rio Grande do Sul State.

                                                                                Issued by the Brazilian Securities
                                                                                Commission (CVM), Instruction Nº
                                                                                209 lays down the regulations for the
                                                                                Emerging Companies Investment Fund
                                                                                (FIEE), designed as an investment
                                                                                channel for venture capital firms.

                                 1980
                                 During the 1980s, there are few managers       GP Investment raises its first private
                                 in Brazil working only with venture capital.   equity fund locally
                                 An Insper/Spectra survey showed that
                                 the outcomes of this strategy were
                                 unimpressive.

1976
A partnership between France’s Paribas
and Brazil’s Unibanco, Brasilpar is known
as the first company to encourage
venture capital investments in Brazil.

                                                                                                                                                                                              Source: ABVCAP; Brazilian Central Bank; B3
PE&VC MILESTONES

Important steps for the progress of the industry          However, Brazil’s political and economic turmoil
are related to more favourable market conditions          left foreign investors wary, highlighting the need
resulting from better corporate governance                for the maturation of its private equity industry.
practices: (I) expansion of minority shareholder
rights; (II) introduction of different listing segments   Lessons learned during this crisis may encourage
                                                                                                                                                                                                     2018
by B3; and (III) greater FIP stakes.                      local institutional investors to comply with                                                                                               Acquired for US$ 1 billion, the 99 ride-
                                                          international standards, moving away from                                                                                                  hailing company (mobility) becomes
Prior to Brazil’s economic meltdown, its private          involvement in investment committees and fine-                                                                                             Brazil’s first unicorn.
equity industry was hamstrung by a handful of             tuning fund selection processes, which may help
                                                                                                                                                                       2017
bottlenecks that led to a split between funds             promote a more sustainable alternative asset                                                                 Private equity funds raise a record US$
focused on either local or foreign investors.             industry in Brazil.                                                                                          4.53 billion in 2017.
Factors such as the presence of investors on
                                                                                                                                  2016
investment committees, and management                                                                                             Replacing Instruction Nº 391, the CVM issues Instructions
compensation based on management fees rather                                                                                      Nº 578 and Nº 579 with new regulations that unify and
than performance fees, prevailed nationwide,                                                                                      update Equity Investment Fund (FIP) rules. One of these
                                                                                                                                  changes is the possibility of investing in limited liability
hampering the full development of this sector.                                                                                    companies.

                                                                                                   2015
                                                                                                   An investment crunch in Brazil reflects
                                                                                                   an economic slowdown, with currency
                                                                                                   devaluation and political turmoil.

                                                                        2008
                                                                        Establishment of the BM&FBOVESPA
                                                                        Stock Exchange through merging the
                                                                        São Paulo Stock Exchange and the
                                                                        Commodities and Futures Market
                                                                        (BM&F) in Rio de Janeiro.

                                   2007
                                   Launch of the Criatec 1 Fund by the BNDES,
                                   in order to select, invest in and accelerate
                                   36 technology-based firms in at least seven
                                   Brazilian States.

2003
Instruction Nº 391 issued by the CVM with
a new regulatory framework ruling on the
establishment, management and functioning
of Equity Investment Funds (FIPs).

                                                                                                                                                                                                                       Source: ABVCAP; CVM
Private equity & venture capital in Brazil
With an upsurge in the amounts
raised in Brazil, the relevance                                    PE&VC fundrasing in Brazil FY18 (R$ billion)                                 Fundrasing by modality FY18 (R$ billion)
of foreign investors continued.
Of the R$ 13.6 million raised                                                Private Equity                      Venture capital                  Venture Capital 0.9

during the period, 83% was in
foreign currency.                                                                                                  12.7

PE&VC FUNDRAISING
                                                                    4.4
In 2018, the amount of private capital raised for
investments in Latin America almost doubled,
                                                                                    0.8                                            0.9
as shown in the graph released by the Emerging
Markets Private Equity Association (EMPEA). In                            2017                                            2018
Brazil, the amount raised by private equity and                                                                                                                            Private Equity 12.7
venture capital funds rose by 162% to R$ 13.6
billion, compared to R$ 5.2 billion in 2017.
                                                      Fundraising in Latin America by strategy FY13 - FY18 (US$ billion)                           Fundraising by currency FY18 (%)
As divestments increase, with more funds in
their final stages that now are paying back
                                                                          11.0
capital to their investors, it is natural for the
uptake process to intensify; already apparent                                                                                                     In R$ 17.3%
                                                                                          8.9                                            8.7
during the past couple of years, this process will
continue in 2019.
                                                            6.0

International investors are vital for the Brazilian                                                       4.5             4.5
PE&VC industry, accounting for 83% of funding
raised in 2018.

                                                            2013          2014            2015            2016            2017           2018

                                                                   Buy                          Growth                    Venture Capital
                                                                                                                                                                               In foreign exchange 82.7%
                                                                   Private Credit               Infrastructure            Real Assets

                                                                                                                                                                                Source: ABVCAP/KPMG; EMPEA
The appetite of private equity funds
for investments in Brazil is back with a                                 Total investment and as a percentage of Brazilian                                         Amount of invested companies and average value of
bang, spurred by economic recovery                                                  GDP FY11 - FY18 (R$ billion)                                                            investments in Brazil FY13-FY18
and a widespread need to raise capital
for expansion, particularly among
                                                                                                              18.5
medium-sized businesses.                                                                 17.6                                                                                132

                                                                               14.9                                          15.2                                                       117
                                                                                                    13.3                            13.5
                                                                                                                                                                   95
AMOUNTS INVESTED                                                     11.8                0.33                        11.3                                                                                          87
                                                                               0.31

                                                     R$ billion

                                                                                                                                           % of GDP
IN PE&VC                                                                                                      0.31

                                                                                                                                                      R$ million
                                                                     0.27                                                                                                                            72
                                                                                                                                                                                                                            67
                                                                                                                                                                   186

                                                                                                                                                                                                                                     #
                                                                                                    0.23                     0.23                                                                                  175
                                                                                                                                     0.2                                                159         157                    202
In 2008, consolidated data prepared by KPMG                                                                          0.18
                                                                                                                                                                             101
and ABVCAP on the PE&VC industry reflected
record-breaking venture capital investments
of R$ 6 billion, up 150% over R$ 900 million in
2017. However, the total amounts invested by the                     2011      2012      2013       2014     2015    2016   2017    2018                           2013     2014       2015         2016       2017       2018
industry dipped from R$ 15.2 billion in 2017 to R$
13.5 billion in 2018, for both private equity and                                       Total Investment (PE&VC)       % of GDP                                                     Average Value         Amount
venture capital.

Furthermore, there was a 15% increase in the
                                                                                                                     Volume of investment in main sectors FY18 (R$ million)
number of target companies over the period,
reaching 202 compared to 175 in 2017. Among
them, the sectors absorbing the highest amounts
                                                                  Financial Services      2,698.6                                                                                  Health and farmacy       1,052.7
of funding in 2018 and Brazil were financial
                                                           Food and beverage              2,053.0                                                                             Logistics and transport       914.6
services, food and beverages, education, and
retail.                                                                     Education     1,538.8                                                                                          Agriculture      618.3

                                                                               Retail     1,159.6                                                                                               Energy      473.6
Total investments by PE&VC funds in Brazil topped                                                                                                                                       Infrastructure      418.0
                                                                              Others      1,111.6
R$ 13.5 billion in 2018, of which R$ 7.5 billion
                                                                                   IT     1,103.6                                                                   Real estate and civil construction      344.3
consisted of private equity and R$ 6 billion in
                                                                                                                                                                    Industry (products and services)          44
venture capital, invested in 202 companies.

                                                                                                                                                                                                    Source: ABVCAP/KPMG; Brazilian Central Bank
The total amount of capital
committed by the industry has                                              Commited capital and available for investments in                                                                                     Commited capital by type of investor FY18
been rising steadily, still with                                                    PE/VC FY11-FY18 (R$ billion)
a very significant share held by
foreign capital, pension funds, and                                                                                                                                                                                                                               Pension funds and
                                                                                           Total commited capital                  Available capital                                                         10%
institutional investors.                                                                                                                                                                                                                                          institutional investors

                                                                                                                                                                            170.3
                                                                                                                                                                                                                                                                  F
                                                                                                                                                                                                10%

                                                                                                                                                             154.3
                                                                                                                         153.2
                                                                                                                                                                                                                                                                  individuals

                                                                                                                                             142.8
COMMITTED CAPITAL – PE&VC

                                                                                                          126.9
                                                                                                                                                                                                                                                                  Corporate investors

                                                                                           100.2
                                                                                                                                                                                           9%                                                                     Governmental
                                                                                                                                                                                                                                           50%
In 2018, Total Committed Capital rose to R$ 170.3                                                                                                                                                                                                                 agencies

                                                                            83.1
billion, up 10% over the previous year. These                                                                                                                                                                                                                     Funds managed by

                                                            63.5
                                                                                                                                                                                                9%                                                                other managers
figures underpin the view that foreign and domestic

                                                                                                                                 39.3

                                                                                                                                                                                    39.3
                                                                                                                  39.1

                                                                                                                                                                     30.7
                                                                                                                                                     30.2
                                                                                   28.7

                                                                                                   28.5
                                                                   22.7
investors believe in the solidity of Brazil.                                                                                                                                                                                                                      Others
                                                                                                                                                                                                     8%
                                                                                                                                                                                                                                                                  Resources from the
                                                                                                                                                                                                            4%                                                    fund manager
Among new funds and others already raised but not            2011            2012           2013           2014           2015                2016            2017           2018
yet fully allocated, estimates indicate that private
equity and venture capital managers have some R$
39.3 billion available for investments in Brazil.
                                                                            Top 10 fund managers by total commited                                                                                               Commited capital in Brazil by origin FY11-
                                                                                    capital in Brazil FY15-FY18 Made with                                                                                                   FY17(R$ billlion)
                                                                                                          10 largest                    Others
The amount of committed capital in the PE&VC
industry has been rising steadily since 2011,                                                             10 largest                    Others                                                                                  National         Foreign
while the share held by foreign capital is
                                                       100
expanding steadily.                                                                                                                                                                        180

                                                       100                                                                                                                                 160
                                                       80
                                                                      32                                                                                    32                             140

                                                       80                                 39                  40                                                                    39     120
                                                       60                                                                               44
                                                                      32                                                                                    32                             100
                                                                                          39                  40                                                                    39
                                                       60
                                                       40                                                                               44                                                 80
                                                                                                                                                                                                                                            87.3           75.7      89.5
                                                                                                                                                                                           60                                      71.1                                         112.4
                                                                                                                                                                                                                 40.7    55.1
                                                       40
                                                       20                                                                                                                                  40
                                                                                                                                                                                                     34.3
                                                                                                                                                                                           20
                                                       20             67                  60                  59                        55                  67                      60               29.6         42.4   45.1      55.8     65.9           67.1      64.8       57.9
                                                       0                                                                                                                                   0
                                                                                                                                                                                                     2011         2012   2013      2014     2015           2016      2017       2018
                                                                     2015
                                                                      67                  2016
                                                                                           60               2017
                                                                                                             59                    2018
                                                                                                                                    55                      2015
                                                                                                                                                             67                2016
                                                                                                                                                                                60
                                                       0

                                                                     2015                 2016              2017                   2018                     2015               2016
                                                                                                                                                                                                                                                              Source:ABVCAP/KPMG; EMPEA
In 2017, divestments reached a new
high, continuing on through 2018,
under the influence of a favourable
                                                           %                     Divestments per year FY11 -FY18 R$ billion                                                      Divestments in Private Equity R$ billion

IPO window that encouraged Brazilian                                                                                                                                                     Other PE exits        PE exits through IPOs

companies to go public, firming up as                                                                                                        13.7                   100%         182                           140                     6,300
a feasible alternative for moving out of                                                                                                                            90%
investments.                                                                                                                                                        80%
                                                                                                                                      10.2
                                                                                                                                                                    70%
                                                                                                                                                                    60%
DIVESTMENTS – PE&VC                                                                                                                                                 50%
                                                                              6.0            5.7                 5.8                                                40%
                                                                                                         4.7             5.0
Reflected in the number of IPOs during the year,                3.6                                                                                                 30%

divestments by private equity and venture capital                                                                                                                   20%

funds reached a historic high of R$ 13.7 billion in                                                                                                                 10%

2018, up 34% over 2017.                                                                                                                                             0%           5,618                        4,860                    3,900
                                                               2011          2012            2013       2014    2015    2016         2017    2018                                2015                         2016                     2017

Since 2017, Brazil’s capital market has proved
more attractive for stock offerings, with thirteen                     Divestments in Brazil by sector FY13-FY18 (R$ million)                                     Perfomance and average investment period by exit strategy FY17
companies spending the equivalent to R$26                                                                                        Made with
                                                                                                                                                                                  Average investment period (years)                  IRR (%)
billion during the past two years on Brazil’s B3
Stock Exchange.
                                                                               Education                                                            4,971.1
                                                                    Health and farmacy                                 2,464.4                                             159
Divestments by private equity and venture                                           Retail               1,029.5
                                                                                                           1,201.2                                                                                          6.2                                 6.0
capital funds reached some R$ 55 million in                      Logistics and transport
                                                                                  Energy                   1,155.9
Brazil since 2011.                                                                                                                                                                                                           5.3
                                                                                   Others             795.5
                                                                           Infrastructure            668.6
                                                                      Financial Services           505.2                                                                   4.5           4.7
                                                                    Food and beverage          178.8
                                                                                       IT      172.6
                                                      Real estate and civil construction       161.5
                                                            Tourism and entertainment          150.7
                                                       Industry (products and services)       105.3                                                                                      50
                                                                              Agriculture     68.0
                                                                                                                                                                                                             21
                                                                                Telecom       40.0
                                                                                                                                                              0                                                               10                 3
                                                                                              (R$ Million)                                                                 IPO         Sale for           Sale for          Others              Sale to
                                                                                                                                                                                       strategic           PE/VC                               business
                                                                                                                                                                                                                                                owner

                                                                                                                                                                                                                     Source: ABVCAP/KPMG; INSPER/SPECTRA; B3
While providing a feasible exit
alternative for private equity and                                                       IPOs of PE invested companies FY08 - FY18
venture capital investments in Brazil,
stock offerings also firmed up their
position as one of the most profitable
options, especially for investors
continuing as partners and merely
diluting their stakes.

DIVESTMENTS - PE&VC

In 2018, 61% of divestments (including partial
sell-offs) by private equity funds were handled
through stock market offerings. Funding raised
by companies going public in Brazil (particularly
in 2017 and 2018) reached R$ 26 billion, of which
R$ 14.7 had private equity funds as investors,
thus consolidating this exit alternative for private
equity funds.                                                                    Performance comparison: stocks which investors exited
                                                                                        total ou partially compared to IBOVESPA
Furthermore, as shown previously, divestment
performances with market exits proved far
superior to other options. When compared to the                                                 189%
                                                                                                                                                                      219%
IPOVESPA Index, shares issued by companies with                                   105%                        148%                                      101%                        182%
private equity investors outperformed this Index.                                                                           116%
                                                                    99%
Moreover, those retaining investor partners with       22%
                                                                                                62%                                       30%
only partial departures tended to move away from       21%                                                                                                            37%
                                                                    42%           31%
the Index, with much better performances.                                                                      26%                                                                  26%
                                                                                                                            12%           -11%          5%            27%
                                                       14%          15%                                                                                                             23%
                                                                                  -6%            1%           -15%          -17%                        0%
                                                                                                                                          -28%

                                                             2010         2011           2012          2013          2014          2015          2016          2017          2018

                                                                           IBOVESPA             Shares with no PE in an IPO          Shares with PE continuing
                                                                                                or full divestment of PE             after an IPO

                                                                                                                                                                                           Source: B3
Disregarding prices in 2015 and
2016 that resulted from shrinking                           IRR of Brazilian PE/VC funds raised between 1982 and 2010                                                             EV/ EBITDA of Brazilian transactions FY12-FY17
corporate profits during the
recession, businesses with attractive                                                                                                                                                              Equity/ EBITDA             Net debt / EBITDA
                                                                                             Gross IRR US$         Gross MOIC USD
valuations in private equity and
                                                                                       max
venture capital have remained the                                                                   159%                   24.1x                                                                                                                       0.7

norm in Brazil since 2013.                                              1st
                                                                                                    51%                     2.9x
                                                                        2nd
                                                                                       med                                                                               2.3
PROFITABILITY – PE&VC                                                                               20%                     1.9x
                                                                                                                                                                                            1.3
                                                                                                                                                                                                                                    3.2

                                                                        3rd                                                                                                                                                                                               1.4
                                                                                                                                                                                                               1.6

According to an Insper/Spectra study, the mean                                                       8%                     1.5x
gross internal rate of return in US dollars of                          4th
Brazilian PE&VC funds is 22%, while the mean gross                                                  -100%                   0x
                                                                                       min
MOI is 2.6x. Similar to the international industry, with
performances scattered widely between best and                                                                                                                           7.4                6.1                5.3                  6.9                11.6               5.9
worst, the highest internal rate of return peaked at                                         Mean         22%               2.6x                                         2012               2013              2014                2015               2016                 2017
159% and the lowest dipped to -100%.

Despite recent crises, PE&VC deals performed well           PE/VC deals performance in US$ between 1994 e mar-18                                                                     Proportion of Brazil/LATAM dedicated funds
overall between 1994 and March 2018. The average                                                                                                                                            raised in US$ or R$ FY00-FY17
gross multiple of invested capital (MOIC) in US$ was
2.6x and the median was 1.3x. The maximum MOIC
for PE was 34x and 60x for VC (see Exhibit 7). More                                                                                                                                                                US$           R$
                                                                       Total sample               Private Equity                        Venture Capital
than 60% of the deals had positive returns (with the
MOIC topping 1.0x), and almost 30% returned more                 max                                    max                                    max
than 2.5x invested capital (see Exhibit 8). Similar to                        60.0 x                               34.1 x                                 60.0 x

                                                                                                                                                                    20

                                                                                                                                                                                                              21
the global industry, VC deals had a high write-off of      1º                                1º                                    1º

                                                                                                                                                                                            25
                                                                                                                                                                          29

                                                                                                                                                                                                                                          32
44%, but the 13% of deals with outstanding returns                            2.8 x                                2.8 x                                  2.5 x

                                                                                                                                                                                                                                                                         38
                                                           2º                                2º                                    2º

                                                                                                                                                                                                                                  42
drove the mean MOIC to 2.3x for VC deals.

                                                                                                                                                                                                                     46
                                                                 med                                    med                                    med

                                                                                                                                                                                                         50
                                                                              1.3 x                                1.4 x                                  0.4 x

                                                                                                                                                                                                                          53

                                                                                                                                                                                                                                                              55
                                                                                                                                                                                56

                                                                                                                                                                                                                                                58
                                                           3º                                3º                                    3º
Particularly with its recent recession, Brazil offers
great opportunities for private equity managers                               0.18 x                               0.8 x                                  0.0 x
                                                           4º                                4º                                    4º
to invest in companies that have been poorly
                                                                 min          0.0 x                     min         0.0 x                      min         0.0 x

                                                                                                                                                                                                                                                     10 90
managed and under-capitalised, providing funds

                                                                                                                                                                                      100

                                                                                                                                                                                                   100

                                                                                                                                                                                                                                                                   100

                                                                                                                                                                                                                                                                                100
                                                                                                                                                                    80

                                                                                                                                                                          71

                                                                                                                                                                                44

                                                                                                                                                                                            75

                                                                                                                                                                                                         50

                                                                                                                                                                                                              79

                                                                                                                                                                                                                     54

                                                                                                                                                                                                                          47

                                                                                                                                                                                                                                  58

                                                                                                                                                                                                                                          68

                                                                                                                                                                                                                                                42

                                                                                                                                                                                                                                                              45

                                                                                                                                                                                                                                                                         62
that help them grow and bring in good returns.                         Mean 2.6 x                             Mean 2.7 x                             Mean 2.3 x

                                                                                                                                                                   00

                                                                                                                                                                         01

                                                                                                                                                                                02

                                                                                                                                                                                     03

                                                                                                                                                                                            04

                                                                                                                                                                                                   05

                                                                                                                                                                                                         06

                                                                                                                                                                                                              07

                                                                                                                                                                                                                     08

                                                                                                                                                                                                                          09

                                                                                                                                                                                                                                 10

                                                                                                                                                                                                                                          11

                                                                                                                                                                                                                                               12

                                                                                                                                                                                                                                                     13

                                                                                                                                                                                                                                                             14

                                                                                                                                                                                                                                                                   15

                                                                                                                                                                                                                                                                         16

                                                                                                                                                                                                                                                                              17
                                                                                                                                                                   20

                                                                                                                                                                        20

                                                                                                                                                                             20

                                                                                                                                                                                  20

                                                                                                                                                                                        20

                                                                                                                                                                                              20

                                                                                                                                                                                                     20

                                                                                                                                                                                                          20

                                                                                                                                                                                                                20

                                                                                                                                                                                                                         20

                                                                                                                                                                                                                               20

                                                                                                                                                                                                                                      20

                                                                                                                                                                                                                                           20

                                                                                                                                                                                                                                                  20

                                                                                                                                                                                                                                                        20

                                                                                                                                                                                                                                                               20

                                                                                                                                                                                                                                                                     20

                                                                                                                                                                                                                                                                           20
                                                                                                                                                                                                                                               Source: INSPER/SPECTRA; EMPEA
As a result of the maturation
process, some Brazilian private                                    MOIC* of private equity investments
equity and venture capital funds are                                  in US$ in Brazil FY94 - mar 18
outperforming their counterparts in                                                    38
the USA, as shown by Insper/Spectra
surveys.

PROFITABILITY – PE&VC
                                                                                                                                                MOIC* of private equity investments in Brazil
                                                                           19
The Insper/Spectra study indicates that private                                                    17                                                  (before and after 2015 crisis)
equity investments generally performed well in              14
Brazil between 1994 and March 2018. Similar                                                                                                                            FY94-FY14   FY15-mar/18
to the international industry, there is a wide
gap between the best and worst performing
                                                                                                                  6                                                                              3.2
managers. In the analysis, first and second                                                                                     5
                                                                                                                                            3
quartile funds in Brazil are classified as equal to                                                                                                  2.8
                                                                                                                                                                                                            2.9
or better than the global industry.

Despite the recent economic slowdown, venture               0x           0x - 1x    1x - 2,5x   2,5x - 5x    5x - 10x        Over 10x
                                                                                                                                            2
capital investment returns have been improving                                                                                                                   1.8
since 2015, compared with figures for 1994 through               MOIC* of venture capital investments in

                                                                                                                                        %
to 2014.                                                          Brazil (before and after 2015 crisis)

Although Brazil’s PE&VC industry is relatively young,                                                                                       1
                                                                               FY94-FY14          FY15-mar/18
it has many experienced fund managers: 72% of the
PE&VC firms in the sample are at least six years old;                                                                  8.3
40% were established more than ten years ago; 59%
of them have set up two or more funds; and 34%                                                                                              0
have set up three or more funds.                                                                                                                           US$                                         R$

The Brazilian PE/VC industry has been going through
                                                                            4.8                                                                                                                    * Multiple of invested
a natural renewal cycle, and investors are learning     %
to be more selective in choosing a fund manager.                                                                                                                                                   capital (MOIC)
                                                                                                            2.9
                                                                   2.0

                                                                         US$                                      R$

                                                                                                                                                                                           Source: INSPER/SPECTRA; ABVCAP
Private equity & venture capital in Brazil
With experienced managers and a
proven track record, Brazil’s private                   Years of activity of private equity players in Brazil FY18                                                      Total private equity investment and as a percentage
equity industry has already completed                                                                                                                                                     of GDP FY11-FY18
at least one investment cycle.
                                                                                                            More than 10 years
                                                        5 years or less                                     40.4%                                                                      Total investment     % GDP
                                                                 27.3%
Almost half these private equity fund managers
have been operating in Brazil for more than ten

                                                                                                                                       Total investment (R$ billions)
years, and have already or almost completed at                                                                                                                           17.3
least one complete investment cycle.                                                                                                                                                                      14.3
                                                                                                                                                                        0.3%

                                                                                                                                                                                                                                         % GDP
In parallel to the need to expand their businesses,                                                                                                                                     10.5              0.2%
Brazilian businesspeople already glimpsing                                                                                                                                              0.2%                                7.5
opportunities opened up by the operational
                                                                                                                                                                                                                           0.1%
support that fund managers can offer their
businesses, in addition to synergy with companies
in their portfolios.                                   Between 6 and 10 years
                                                                        32.3%                                                                                            2015          2016               2017             2018

In 2018, capital committed by the industry reached
R$ 153.7 billion, with R$ 36.9 billion available for
new investments. This reflects growth of 5% and           Private equity commited capital and available for
30% respectively over the figures for 2017.                        investment FY15-FY18 R$ billion

                                                                          Commited capital   Available capital

                                                                                                                       153.7
                                                       147.8                                 146.0
                                                                          136.7

                                                               37.6                                                             36.9
                                                                                  28.2               28.4

                                                          2015                2016              2017                         2018

                                                                                                                                                                                                                 Source: INSPER/Spectra; ABVCAP
                                                                                                                 Made with
The ongoing maturation of
Brazil’s private equity industry                                             PE - Amount of invested companies and
                                                                                    average investment value
is strengthening the nation’s
economy, focusing on industrial                                                    Amount (#)          Average value (R$ million)
bottlenecks and the effects of the
                                                                                                                                                               Issuers - 2017 and 2018 (R$ billion)
recent economic meltdown.                                                                                                            80
                                                                                        73
                                                                                                             68                                                  Private Equity in IPO         No Private Equity in IPO
                                                                 63
As it matures, the growth prospects of the private
                                                                 277
equity industry are promising in Brazil.                                                                                                                     R$ 0.8 bi                   R$ 0.6 bi
The reasons for this include strong possibilities
                                                                                                             150
of sectoral diversification, with a wider range                                        144                                                             R$ 0.9 bi                                 R$ 0.6 bi
of attractive sectors whose appeal comes from                                                                                        95
economic bottlenecks and underdevelopment,                                                                                                         R$ 1 bi                                                            R$ 5 bi
as well demographic and territorial opportunities
                                                                2015                   2016                 2017                    2018
that favour sectors such as agriculture and energy,
                                                                                                                                                   R$ 1 bi
among many others.

                                                                                                                                                  R$ 2 bi
In 2018, eighty companies were targeted by private
equity funds, with a mean investment value of R$                       Average investment period of private equity
95 million.                                                               deals in Brazil by exit year FY09-FY17                                                                                                          R$ 5 bi
                                                                                                                                                   R$ 2 bi
Market exits are a reality for companies targeted                                                                              5.0
                                                                                                                      4.9
for investment by private equity funds in Brazil.                      4.7       4.7                                                        4.7
                                                                                                                                                      R$ 2 bi
From 2013 to 2018, 65% of companies that went             4.0                            3.9     3.8
                                                                                                             3.6
public had been targeted by private equity funds,
                                                                                                                                                                  R$ 2 bi                                       R$ 2 bi
some of which sold out completely, while others
retained only partial interests, diluting their stakes.

                                                          2009        2010      2011    2012    2013        2014     2015     2016         2017

                                                                                                                                                                                                                           Source: PWC; B3
With 2018 a notable year              MAIN PRIVATE EQUITY DEALS IN BRAZIL 2019-2018
for private equity industry
transactions in Brazil, the           2019   INVESTOR(S)                                        TYPE          VALUE (BILLION)   COMPANY                           SECTOR

Education, Healthcare and Retail             Mubadala; Farallon                                 Investment    R$ 1,650.0        Rota das Bandeiras                Infrastructure

sectors were outstanding in                  Softbank                                           Investment    US$ 1,000.0       Rappi                             Mobility

the twenty largest transactions              Vinci Partners; Capital Group; Temasek             Divestment    R$ 714.5          BK Brasil (Burguer King Brasil)   Food & Beverage

(investments and divestments),               Pátria Investments                                 Investment    R$ 500.0          Bio Ritmo (Smart Fit)             Services

totalling 66% of the total value of          Vinci Partners                                     Investment    R$ 500.0          Vero Internet                     Telecommunications

these top deals.                             Vinci Partners                                     Divestment    R$ 415.0          Cecrisa                           Retail

                                             GTIS Partners                                      Investment    R$ 400.0          BHG                               Hospitality

                                             Softbank                                           Investment    US$ 200.0         Creditas (Ex-bankfacil)           Fintech

                                             Kinea Investments                                  Investment    R$ 200.0          Wiser                             Education

                                             Softbank                                           Investment    US$ 190.0         GymPass                           Services

                                      2018   INVESTOR(S)                                        TYPE          VALUE (BILLION)   COMPANY                           SECTOR

                                             Tarpon Investments                                 Divestment    R$ 4,100.0        Somos Education                   Education

                                             Bain Capital                                       Divestment    R$ 2,377.7        Intermédica (Notre Dame)          Healthcare

                                             Advent International                               Investment    R$ 1,900.0        Walmart Brasil (Bompreço)         Retail

                                             GIC                                                Divestment    R$ 1,730.0        Somos Education                   Education

                                             Carlyle                                            Investment    R$ 700.0          Madero                            Food & Beverage

                                             Brookfield Asset Management Inc                    Investment    R$ 660.0          Ouro verde                        Logistics

                                             Sequoia Capital                                    Investment    R$ 610.5          Rappi                             Mobility

                                             CVC Capital Partners                               Investment    R$ 562.0          Moove                             Industry
                                             Rakuten Capital; TheVentureCity; Endeavor Catalyst;
                                                                                                 Investment   R$ 500.0          Maxi Mobility (Cabify e Easy)     Mobility
                                             GAT Investments
                                             DST Global; Red Point E.ventures                   Investment    R$ 495.0          Nubank                            Fintech

                                                                                                                                                                                       Source: AVCAP – Public deals
Its wide diversity of sectors
with significant size and appeal                       Amount of investment - main sectors FY18 (R$ million)
rank Brazil among countries
with massive potential for                                            Financial services    2,699

absorbing PE&VC investments,                                           Food & beverage      2,053

underpinned by a huge                                                         Education     1,539

domestic consumer mass,                                                            Retail   1,160
particularly when compared to
                                                                                  Others    1,112
the global market.
                                                                                      IT    1,104

                                                                     Health & pharmacy      1,053
Its vast land surface with huge areas of arable land
under cultivation and ample natural resources                      Logistics & transport    915
rank Brazil among the countries with a broad range
                                                                             Agriculture    618
of well-developed sectors that offer promising
opportunities for private investments, buttressed                                Energy     474
by the size of its population.
                                                                          Infrastructure    418

 Gaps in the development of the Brazilian economy        Real estate & civil construction   344
and society make sectors such as healthcare,
                                                        Industry (products and services)     44
education and infrastructure particularly
attractive.                                                                                  (R$ Million)

Noteworthy among the transactions examined by
                                                       One of the world’s largest consumer markets, Brazil stands out in some specific sectors:
ABVCAP and APEX in their consolidated report for
2018, food and beverages, education, and financial
services and absorbed the largest amount of
investments.                                            3    rd
                                                                                            4     th
                                                                                                            5   th
                                                                                                                               6    th
Despite Brazil’s weak track record for new              Social network                      Household       Medical devices    Pharmaceutical
technology development, fintech and agtech are          Beauty care                         appliances                         products
                                                        Biofuel
very well developed, for example.
                                                        Computers

                                                                                                                                                  FONTES: ABVCAP/KPMG
In addition to generating                                                                                                               Retail performance compared to country’s GDP FY18 (%)
                                                                                                                                                                                    Restricted retail            GDP

the largest number of jobs
nationwide, Brazil’s retail
                                                                                                                                            10.9

                                                                                    9.7

sector has returned to growth
                                                                                                         9.1
                                                                                                                                                                                     8.4

at impressive rates, keeping
                                                                                                                                                         7.5
                                                                                                                                                                  6.7
                                                                                                6.1

pace with global trends in
                                                                                                                        5.9
                                                                                                                  5.2

consumption modernisation.
                                                                                                                                                                                                        4.3

                                                                            %
                                                                                                                                                                                                                3.0
                                                                                                                                                                              2.7                                                                                                                           2.7
                                                                                                                                                                                                                              2.2                                                         2.0
                                                                                                                                                                                             1.9
                                                                                                                                                                                                                                                                                                                         1.3
                                                                                                                                                                                                                                                                                                 1.1
                                                                                                                                                                                                                                       0.5
Retail accounts for almost 50% of Brazil’s GDP.                                                                                                                                                                                                -4.3               -6.2
                                                                                                                                     -0.2
After a lacklustre performance undermined by
economic turbulence, this sector is tagged as
one of the most promising over the next few                                                                                                                                                                                                                -3.5
                                                                                                                                                                                                                                                                            -3.3

years, as Brazil returns to growth, with recent
                                                                                         2007              2008           2009                 2010                    2011             2012              2013                  2014                2015              2016                  2017              2018* — figures calculated based on
transaction volumes buttressing this trend.                                                                                                                                                                                                                                                                         average reported until November

Brazil’s retail sector is particularly attractive
for investments, due to a massive domestic              Average unemployment and SELIC rates forecast FY16-FY22e (%)                                                                                                           Debt Level and Household Consumption Intentions
consumption market with a population of almost
210 million and outlays on consumption topping                                  Average unemployment rate                      Average SELIC rate                                                                                                     Household consuption forecast                       Household debt

R$ 4 trillion in 2018.                                                                                                                                                                                           160
                                                                                                                                                                                                                                                           Household consuption forecast               Household debt
                                                                                                                                                                                                                                                                                                                                                   65
                                                            14.2                                                                                                                                                                160                                                                                                         65
                                                                                     Average unemployment rate            Average SELIC rate
                                                                                                                                                                                                                 140                                                                                                                              61.2
Signs indicating that the electoral uncertainties                                                                                                                                                                               140 136      136
                                                                                                                                                                                                                                                      129 129
                                                                                                                                                                                                                                                                                                                                           61.2
                                                                            12.7            12.3               12.1
of 2018 are fading include rising family                            14.2
                                                                                                                                                                                                                 120            120                               123123                                                                   57.5   57.5
                                                             11.5                                                              11.6            11.0
consumption, new jobs being generated and an                                      12.7            12.3         12.1                                                                                                             100                                                                                                        53.7
                                                                                                                                                                       10.2                                      100                                                                                                                              53.7
expanding wage mass, with rosy prospects for
                                                                                                                                                                                                                                                                                    93
                                                    %

                                                                                                                                                                                     %
                                                                     11.5   9.9                                               11.6          11.0                                                                                                                                    93                                         86

                                                                                                                                                                                                                      Index
                                                                                                                                                                                                                                80                                                                           77                      86     50
the retail sector in 2019.                                                                                                                         7.8                  7.8

                                                                                                                                                                                                                                                                                                                                                  %
                                                                                                                                7.3

                                                                                                                                                                                                        Index
                                                                                                                                                                                                                                                                                                73.3
                                                                                                                                                               10.2                                              80                                                                                                 77                             50

                                                                                                                                                                                                                                                                                                                                                         %
                                                        %

                                                                                                                                                                              %
                                                                                   9.9          6.5             6.5                                                                                                                                                                                73.3
                                                                                                                                                                                                                                60                                                                                                         46.2
                                                                                                                              7.3            7.8                7.8
                                                                                                  6.5           6.5
                                                                                                                                                                                                                 60                                                  45.7          45.9                                                           46.2
                                                                                                                                                                                                                                40                                                                                                         42.5
                                                                                                                                                                                                                                             43.1          44.7                                 43.3
                                                                                                                                                                                                                                                                  45.7             45.9
                                                                                                                                                                                                                 40             20                                                                           41.5          41.7            38.7   42.5
                                                                                                                                                                                                                                      43.1          44.7                                           43.3
                                                             2016           2017            2018               2019e          2020e            2021e                  2022e                                      20             0                                                                                   41.5            41.7    35    38.7
                                                                     2016         2017           2018          2019e      2020e             2021e              2022e                                                                         2012          2013     2014           2015         2016        2017           2018

                                                                                                                                                                                                                 0                                                                                                                                 35
                                                                                                                                                                                                                                     2012           2013          2014             2015          2016             2017              2018
                                                                                                                                                                                                                                                                              Source: IBGE; Itaú BBA; Brazilian Central Bank; CNC
Amount of retail investment and                                                              Main retail public transactions
                                                                                       divestment in Brazil FY13-FY18 (R$ billion)                                                           in Brazil 2018- 2019
With many small firms still
operating regionally, this sector                                                                                                                                     PE/VC           Investors               Type      Value (R$ million)    Target company

offers solid opportunities for                                                                       Investments               Divestments
                                                                                                                                                                       PE        Advent International      Investment         1,900            Walmart Brasil

investors interested in the                                                                              2.0
                                                                                                                                                                       PE             Starboard            Investment         250
                                                                                                                                                                                                                                             Máquina de vendas
                                                                                                                                                                                                                                              (Ricardo Eletro)
Brazilian market.                                                                                                                                  1.7
                                                                                                                                                                       PE           H.I.G Capital          Investment          16.1              Elekeiroz

                                                                                                                                                                       PE           Vinci Partners         Divestment     Undisclosed            Inbrands
                                                                                                                         1.2                 1.2          1.2

                                                              R$ million
The National Confederation of Commerce (CNC)                                                                                                                           PE        DXA Investimentos         Divestment     Undisclosed             Zee dog
forecasts 5.6% growth in extended retail sales for                         0.9
                                                                                                                                                                1.0
                                                                                                                                                                       PE           Axxon Group            Investment     Undisclosed            Westwing
2019, and 3.0% in restricted retail. As economic
                                                                                 0.7                                                                                   PE          Partners Group          Investment     Undisclosed            Hortifruti
activity picks up pace, the effects of family                                                                                     0.6

consumption on Brazil’s GDP will spur this uptrend                                      0.4                                                                            PE        DXA Investimentos         Divestment     Undisclosed             Zee dog
in retail sales.                                                                               0.2                                                                     PE           Axxon Group            Investment     Undisclosed            Westwing
                                                                                                                   0.1
                                                                                                                                                                       PE          Partners Group          Investment     Undisclosed            Hortifruti
With many assets available on the market that                                2013         2014              2015                               2017
                                                                                                                           2016                             2018
is still consolidating, and with rising needs for
management model modernisation in order to                                                                                                                            PE/VC           Investors               Type      Value (R$ million)    Target company
keep pace with new consumption trends, Brazil’s                                                         Confidence Index
                                                                                                                                                                       VC        Foundation Capital        Investment         26.4                 Grabr
retail sector will benefit greatly from the interest
                                                                                                                                                                       VC     Monashees Capital; Canary    Investment          19                 Volanty
of the private equity industry in this sector.
                                                                                       Consumer confidence index                 Trade confidence index
                                                             110                                                                                                       VC          Valiant Capital         Investment          15                Gaveteiro

                                                                                                                                                                               Red Point E.ventures;
                                                                                                                                                                       VC                                  Investment     Undisclosed             Repassa
                                                             100                                                                                                              Bossa Nova nvestimentos
                                                                                                                                                                               Red Point E.ventures;
                                                                                                                                                                       VC                                  Investment     Undisclosed             Repassa
                                                             90                                                                                                               Bossa Nova nvestimentos
                                                       PTS

                                                             80

                                                             70

                                                             60

                                                             50
                                                             M 5
                                                             M 5

                                                              Ju 5
                                                             Se 5

                                                             N 5

                                                             Ja 5
                                                             M 6
                                                             M 6

                                                              Ju 6
                                                             Se 6

                                                             N 6

                                                             Ja 6
                                                             M 7
                                                             M 7

                                                              Ju 7
                                                             Se 7

                                                             N 7

                                                             Ja 7
                                                             M 8
                                                             M 8

                                                              Ju 8
                                                             Se 8

                                                             N 8

                                                             Ja 8
                                                                   19
                                                                   1
                                                                  -1

                                                                  -1
                                                                 l-1

                                                                   1
                                                                  -1

                                                                   1
                                                                  -1

                                                                  -1
                                                                 l-1

                                                                   1
                                                                  -1

                                                                   1
                                                                  -1

                                                                  -1
                                                                 l-1

                                                                   1
                                                                  -1

                                                                   1
                                                                  -1

                                                                  -1
                                                                 l-1

                                                                   1
                                                                  -1
                                                                n-

                                                                p-

                                                                n-

                                                                p-

                                                                n-

                                                                p-

                                                                n-

                                                                p-

                                                                n-
                                                               ar
                                                               ay

                                                               ov

                                                               ar
                                                               ay

                                                               ov

                                                               ar
                                                               ay

                                                               ov

                                                               ar
                                                               ay

                                                               ov
                                                             Ja

                                                                                                                                                                                                          Source: ABVCAP/KPMG; FGV; ABVCAP -Public deals
Although illiteracy has been                                Illiteracy rate of the Brazilian population aged 10 years and over FY07-FY15 (%)
shrinking during the past few
years, the education sector still
needs reforms.
                                                    10.0
Among the main issues some stand out: seven
of ten students graduate at high school with
insuficient knowledge in portuguese and
mathematics and only 4% of Brazilian counties
achieved high school average grade of 4,7 (in a 0
                                                     7.5
to 10 scale), according to IEDE (Basic Education
Development Index) data of 2017.

Another major problem is dropping out of high
                                                     5.0
school, prompted partly by young people’s
need to enter the job market and partly by
Brazil’s hidebound education system, with little
technology, ramshackle infrastructure, limited
autonomy and ill-paid teachers, resulting from       2.5
poor management and tangled red tape.

                                                     0.0
                                                           2015       2008        2009       2011          2012      2013        2014          2015

                                                                                    Total            Men           Women

                                                                                                                                                      Source: IBGE; OCDE
Public education expenditure as a % of GDP FY14
                                                      7

Private investments could fill
some gaps, such as poor use of                        6

public funding and investments
in professional training and                          5

qualification, together with                          4

infrastructure maintenance.
                                                      3

                                                                                                                                                                                                                                                                                                              %
Despite above-average government spending             2

on education, compared to other countries in
Latin America and the Organisation for Economic       1

Cooperation and Development (OECD), nations
investing less per student outperform Brazil in the   0

Programme for International Student Assessment

                                                                N

                                                                       N

                                                                           UN

                                                                                     E

                                                                                          L

                                                                                                       X

                                                                                                             P

                                                                                                                     A

                                                                                                                         U

                                                                                                                              U

                                                                                                                                    R

                                                                                                                                         S

                                                                                                                                              L

                                                                                                                                                    N

                                                                                                                                                            A

                                                                                                                                                                  L

                                                                                                                                                                         L

                                                                                                                                                                              EX

                                                                                                                                                                                    A
                                                                                                                                                                                        CD

                                                                                                                                                                                             LD

                                                                                                                                                                                                      N

                                                                                                                                                                                                                                                  A

                                                                                                                                                                                                                                                       R

                                                                                                                                                                                                                                                              G

                                                                                                                                                                                                                                                                                  L

                                                                                                                                                                                                                                                                                         N

                                                                                                                                                                                                                                                                                                L

                                                                                                                                                                                                                                                                                                    OR
                                                                                                                                                                                                       R

                                                                                                                                                                                                               T

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                                                                           H

                                                                                                                                                                                                                                                                    BR
(PISA) tests run by the OECD.

Achieving best spending efficiency is key to solve
                                                                                                   Average in sciences, mathematics and reading, deviation from the OECD mean (%)
some of Brazilian main problems, such as low
learning, school dropout and poor training of         60

teachers, that could be improved by an increase       40

of volume invested, spectially if focused to the
                                                      20
development of scalable solutions.

                                                                                                                                                                                                                                                                                                              %
                                                       0

                                                      -20

                                                      -40

                                                      -60

                                                      -80

                                                      -100

                                                      -120
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                                                                                                                                                                                                                                                                    U

                                                                                                                                                                                                                                                                        LD

                                                                                                                                                                                                                                                                              E

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                                                                                                       TU

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                                                             PE

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                                                                                                                                                                                                                                    DN

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                                                                                                                                                                      ES
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                                                                                                                                        US

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                                                                  ID

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                                                                          A

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                                                                                                                                   H
                                                                       BR

                                                                                                                                                                                                                                                                                                    Source: IBGE; OCDE
Edtechs in Brazil                                          MAIN PUBLIC EDUCATION DEALS IN BRAZIL FY18
                                                                                                                                                                                             VALUES          TARGET

In this context, edtechs are
                                                                                                                             YEAR   MODALITY          INVESTOR(S)                TYPE                                       SECTOR
                                                                                                                                                                                           (R$ MILLION)     COMPANY
                                                                                                                                                                                                             Somos
                                                                                                                             2018      PE        Tarpon Investimentos         Divestment     4,100.0                       Education
on the rise in Brazil and can                           Basic education                Free courses        Corporate
                                                                                                                             2018      PE                  GIC                Divestment     1,730.0
                                                                                                                                                                                                            Educação
                                                                                                                                                                                                             Somos
                                                                                                                                                                                                                           Education
help greatly in the education
                                                                                                                                                                                                            Educação

                                                        47%                           19%                  8%
                                                                                                                             2018      PE        Carlyle; Vinci Partners      Divestment      380.0         Uniasselvi     Education

system while cutting costs                                                                                                   2018      PE         Neuberger Berman            Investment      380.0
                                                                                                                                                                                                            Uniasselvi
                                                                                                                                                                                                            (Treviso)
                                                                                                                                                                                                                           Education

and introducing technologies                                                                                                 2018      PE         Advent International        Investment      355.0          Estácio       Education

that enhance the efficiency                                                                                                  2018      PE         Advent International        Divestment      300.0
                                                                                                                                                                                                           Faculdade
                                                                                                                                                                                                          Serra Gaúcha
                                                                                                                                                                                                                           Education

of education business                                  College education          Language education   Acting in more than
                                                                                                          one segment
                                                                                                                             2019      PE         Kinea Investimentos         Investment      200.0           Wiser        Education

management, while also                                                                                                       2018      PE         Invus Opportunities         Investment      54.0        Descomplica      Ed Tech

proposing formats that are
more modern and interesting
                                                           6%                            4%             14%                  2018

                                                                                                                             2019
                                                                                                                                       PE

                                                                                                                                       PE
                                                                                                                                                      H.I.G. Capital

                                                                                                                                                       Invest Tech
                                                                                                                                                Crescera Investimentos
                                                                                                                                                                              Investment

                                                                                                                                                                              Investment
                                                                                                                                                                                              20.0

                                                                                                                                                                                           Undisclosed
                                                                                                                                                                                                             Cel.Lep

                                                                                                                                                                                                           ClipEscola
                                                                                                                                                                                                                           Education

                                                                                                                                                                                                                           Ed Tech

                                                                                                                             2018      PE                                     Investment   Undisclosed     UninovaFapi     Education
to students.
                                                                                                                                                     (Ex-Bozano)
                                                                                                                             2018      PE         Kinea Investimentos         Investment   Undisclosed       Grupo A       Education

                                                                                                                                                                                             VALUES          TARGET
                                                                                                                             YEAR   MODALITY          INVESTOR(S)                TYPE                                       SECTOR
                                                                                                                                                                                           (R$ MILLION)     COMPANY
                                                                      Brazilian Edtechs expertise
In addition to private education groups that                                                                                 2018      VC         Invus Opportunities         Investment      54.0         Descomplica     Ed Tech

have been consolidating colleges and schools                                                                                                    Elephant Ventures; Peak
                                                       Content production                                      61.6%         2019      VC                                     Investment       16.0          Mosyle        Ed Tech
                                                                                                                                                       Ventures
nationwide, edtechs are expanding their scope          Data collection and processes                           18.9%         2019   Corporate
                                                                                                                                                   Google AI Impact
                                                                                                                                                                              Investment       3.0          Hand Talk      Ed Tech
                                                                                                                                                      Challenge
in this context. In 2018, there were 364 of them       Data monitoring and management                          4.9%
                                                                                                                                                                                                          Agenda Edu/
                                                                                                                             2018      VC             Domo Invest             Investment       3.0                         Ed Tech
                                                                                                                                                                                                          Agenda Kids
mapped nationwide: 73% of Brazilian States have
                                                       Content sale and distribution                           4.7%          2018      VC         Inseed Investments          Investment       2.6          Playmove       Ed Tech
at least three and only one State has no initiatives
                                                                                                                                                 Kviv Ventures; Bossa
                                                       Virtual and augmented realities                         1.9%          2018      VC                                     Investment       2.5          Hand Talk      Education
of this type at all; 70% work with the Software as a                                                                                              Nova Investments
                                                                                                                                                                                                           Escola em
Service (SAAS) model.                                  Coaching and carreer planning                           1.6%          2018      VC            Cedro Capital            Investment       2.0                         Education
                                                                                                                                                                                                           Movimento
                                                       Communication and interaction tools                     1.4%          2019      VC             MSW Capital             Investment       0.8        Voa Educação     Ed Tech

Targeted for investment by General Atlantic, in 2018   Hardware and devices                                    0.8%          2019      VC          Diversos Gestores          Investment       0.2        Jovens Gênios    Ed Tech
Arco became Brazil’s first education start-up to go    Didatic and classes planning                            0.8%          2019   Corporate
                                                                                                                                                   Samsung Creative
                                                                                                                                                                              Investment       0.2            Olivas       Ed Tech
                                                                                                                                                        Startups
public on Nasdaq, raising some R$ 800 million.                                                                                                    Starter Acceleration
                                                       Exams                                                   0.8%          2019   Corporate                                 Investment       (-)          Já Entendi     Ed Tech
                                                                                                                                                     Program (EDP)
                                                       Development of pratical abilities                       0.5%          2019    Impact     Yunus Negócios Sociais        Investment       (-)            4You2        Ed Tech
With investments in Brazil’s education sector
                                                       Adaptive teaching                                       0.5%          2018      VC             Cedro Capital           Investment       (-)           Kanttum        Ed Tech
topping R$ 1.5 billion in 2018, its elementary
                                                                                                                                                Vox Capital; E.bricks Early
education market still offers many opportunities                                                                             2018    Impact
                                                                                                                                                          Stage
                                                                                                                                                                              Investment       (-)         Editora Sanar    Ed Tech

to private equity groups. Still very fragmented,                                                                             2018      VC            Garan Ventures           Investment       (-)         Estuda.com       Ed Tech

this sector nevertheless posted throughflows of                                                                              2018    Impact         Omidyar Network           Investment       (-)
                                                                                                                                                                                                           Agenda Edu/
                                                                                                                                                                                                                            Ed Tech
                                                                                                                                                                                                           Agenda Kids
R$ 60 billion.                                                                                                                                  FCP Innovacion; Ameris;
                                                                                                                             2018      VC                                     Investment       (-)           TriCiclos     Education
                                                                                                                                                      Small Giants

                                                                                                                                                                                                       Source: ABStartups; ABVCAP
As its population ages at a fairly                                                                          Brazilian population projection and life                                                                                       Total public healthcare expense (% of GDP)
                                                                                                               expectancy at birth FY11-FY22e
rapid rate, public investments                                                                                                                                                                                                               Brazil       United Kingdom       Sweden         United States
are not keeping pace with the                                                                                    Life expectancy at birth              Brazilian population
                                                                                                                                                                                                                                                      OECD average          LATAM & Caribbean average

needs of Brazil’s healthcare
                                                                                                                                                                                                                                     20%

                                                                                                                                                                                                                                     18%
system.

                                                             Brazilian population (million)

                                                                                                                                                                                                   Life expectancy (years)
                                                                                              220                                                                               78.0                                                 16%

                                                                                              215                                                                               77.1                                                 14%

                                                                                                                                                                                       Expectativa de vida ao nascer
                                                                                              210                                                                               76.3                                                 12%

                                                         População brasileira
The number of elderly Brazilians will increase by
                                                                                              205                                                                               75.4                                                 10%

                                                                                                                                                                                                                             % GDP
an average of 2.7% a year through to 2060, far
                                                                                              200                                                                               74.6                                                 8%
outstripping the average growth of the general
                                                                                              195                                                                               73.7                                                 6%
population (0.2%). By 2030, it is estimated that
                                                                                              190                                                                               72.9                                                 4%
seniors will exceed the number of children
                                                                                              185                                                                               72.0                                                 2%
between 0 and 14 years of age. As people get older,

                                                                                                  11

                                                                                                           12

                                                                                                                  13

                                                                                                                         14

                                                                                                                                15

                                                                                                                                        16

                                                                                                                                               17

                                                                                                                                                       18

                                                                                                                                                        e

                                                                                                                                                               e

                                                                                                                                                                     e

                                                                                                                                                                           e
risks of disease rise significantly, with an estimated                                                                                                                                                                               0%

                                                                                                                                                      19

                                                                                                                                                             20

                                                                                                                                                                   21

                                                                                                                                                                         22
                                                                                                20

                                                                                                         20

                                                                                                                20

                                                                                                                       20

                                                                                                                              20

                                                                                                                                      20

                                                                                                                                             20

                                                                                                                                                     20

                                                                                                                                                    20

                                                                                                                                                           20

                                                                                                                                                                 20

                                                                                                                                                                       20

                                                                                                                                                                                                                                        1%
                                                                                                                                                                                                                                        5%

                                                                                                                                                                                                                                          %
                                                                                                                                                                                                                                          %
                                                                                                                                                                                                                                          %
                                                                                                                                                                                                                                          %
                                                                                                                                                                                                                                          %
                                                                                                                                                                                                                                          %
                                                                                                                                                                                                                                          %
                                                                                                                                                                                                                                          %
                                                                                                                                                                                                                                          %
                                                                                                                                                                                                                                          %
                                                                                                                                                                                                                                          %
                                                                                                                                                                                                                                          %
                                                                                                                                                                                                                                         %
                                                                                                                                                                                                                                         %
                                                                                                                                                                                                                                         %
                                                                                                                                                                                                                                          %
                                                                                                                                                                                                                                          %
                                                                                                                                                                                                                                         %
                                                                                                                                                                                                                                         %
                                                                                                                                                                                                                                          %
half of the population over 65 years old having at

                                                                                                                                                                                                                                        9%
                                                                                                                                                                                                                                       14
                                                                                                                                                                                                                                       18
                                                                                                                                                                                                                                       22
                                                                                                                                                                                                                                       27
                                                                                                                                                                                                                                       31
                                                                                                                                                                                                                                       36
                                                                                                                                                                                                                                       40
                                                                                                                                                                                                                                       44
                                                                                                                                                                                                                                       49
                                                                                                                                                                                                                                       53
                                                                                                                                                                                                                                       57
                                                                                                                                                                                                                                       62
                                                                                                                                                                                                                                       66
                                                                                                                                                                                                                                       70
                                                                                                                                                                                                                                       75
                                                                                                                                                                                                                                       79
                                                                                                                                                                                                                                       84
                                                                                                                                                                                                                                       88
                                                                                                                                                                                                                                       92
                                                                                                                                                                                                                                       97
least one chronic disease.
                                                                                                         % population diagnosed with diabetes and                                                                                                Total healthcare expense (% of GDP)
Total outlays on healthcare currently account for                                                                   hypertension 2013
some 8% of Brazil’s GDP with 4.4% being private
                                                                                                                                                                                                                                             Brazil        United Kingdom      Sweden         United States
(55% of the total) and 3.8% public (45% of the
                                                                                              HYPERTENSION             DIABETES                                                                                                                       OECD average          LATAM & Caribbean average
total), according to data released by the World                                                                                                                                                                                      20%

Bank. Despite its universal healthcare system,                                                      Rural                     Rural
                                                                                                                                                                                                                                     18%
expenditures differ from those in the more                                                          Urban                     Urban
                                                                                                                                                                                                                                     16%
developed countries with similar systems, such as                                                                                                               54                                                                   14%
                                                                                                                                                                                 58
the UK and Sweden, where government spending                                                                                                  43
                                                                                                                                                                45                                                                   12%
is higher.                                                                                                                                    44                                 39
                                                                                                                        21                                                                                                           10%

                                                                                                                                                                                                                             % GDP
                                                                                                                                                                                 21                                                  8%
                                                                                                                                              15                21
A study published in 2018 by the Revista Pan-
                                                                                                    04                                                                                                                               6%
Americana de Saúde Pública journal calculated                                                                           05                    14                14               09
                                                                                                    03                                                                                                                               4%
that Brazil could reach its target of investing                                                                         04
                                                                                                    01                                                                                                                               2%
6% of its GDP in the government spending
                                                                                                                                                                                                                                     0%
on healthcare in only 2064, with its current
                                                                                              18 – 29 Y.O.        30 – 59 Y.O.         60 – 64 Y.O.     65 – 74 Y.O.      75 Y.O. OR +

                                                                                                                                                                                                                                       1%
                                                                                                                                                                                                                                             5%

                                                                                                                                                                                                                                               %
                                                                                                                                                                                                                                               %
                                                                                                                                                                                                                                               %
                                                                                                                                                                                                                                               %
                                                                                                                                                                                                                                               %
                                                                                                                                                                                                                                               %
                                                                                                                                                                                                                                               %
                                                                                                                                                                                                                                               %
                                                                                                                                                                                                                                               %
                                                                                                                                                                                                                                               %
                                                                                                                                                                                                                                               %
                                                                                                                                                                                                                                               %
                                                                                                                                                                                                                                               %
                                                                                                                                                                                                                                               %
                                                                                                                                                                                                                                               %
                                                                                                                                                                                                                                               %
                                                                                                                                                                                                                                               %
                                                                                                                                                                                                                                               %
                                                                                                                                                                                                                                               %
                                                                                                                                                                                                                                               %
                                                                                                                                                                                                                                             9%
economic growth forecast.

                                                                                                                                                                                                                                            14
                                                                                                                                                                                                                                            18
                                                                                                                                                                                                                                            22
                                                                                                                                                                                                                                            27
                                                                                                                                                                                                                                            31
                                                                                                                                                                                                                                            36
                                                                                                                                                                                                                                            40
                                                                                                                                                                                                                                            44
                                                                                                                                                                                                                                            49
                                                                                                                                                                                                                                            53
                                                                                                                                                                                                                                            57
                                                                                                                                                                                                                                            62
                                                                                                                                                                                                                                            66
                                                                                                                                                                                                                                            70
                                                                                                                                                                                                                                            75
                                                                                                                                                                                                                                            79
                                                                                                                                                                                                                                            84
                                                                                                                                                                                                                                            88
                                                                                                                                                                                                                                            92
                                                                                                                                                                                                                                            97
                                                                                                                                                                                                                                                                                               Source: IBGE; World Bank
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