material fact presentation - cargill usa pork business acquisition
TRANSCRIPT
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1Acquisition of Cargill Pork BusinessJuly 2, 2015
A Global Food Company
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2This release contains forward-looking statements relating to the prospects of the business, estimates foroperating and financial results, and those related to growth prospects of JBS. These are merely projections and,as such, are based exclusively on the expectations of JBS management concerning the future of the businessand its continued access to capital to fund the Companys business plan. Such forward-looking statementsdepend, substantially, on changes in market conditions, government regulations, competitive pressures, theperformance of the Brazilian economy and the industry, among other factors and risks disclosed in JBS fileddisclosure documents and are, therefore, subject to change without prior notice.
Disclaimer
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3Agenda
Industry Fundamentals
Acquired Business (Cargill USA Pork Business)
JBS USA Pork
Combined Business Post Acquisition
Transaction Rationale
Estimated Synergies
Transaction Structure
Transaction Multiple and Leverage
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490
126
90
125
2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015E 2016E 2017E 2018E 2019E 2020E 2021E
Pork Production Pork Consumption
Source: USDA
Strong Demand Growth
Global Outlook for Pork Meat Consumption and Production (million metric tons)
+40%
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5*Hog Prices can fluctuate depending on the variation of the input costs for hog productionSource: Companys research
USA is the Most Competitive Pork Producer
Live Hog Prices Comparison by Country (USA = 100)*
100.0108.6
122.4 125.9131.0
144.8155.2
162.1 162.1
206.9217.2
0
50
100
150
200
250
USA Mexico Chile Brazil E.U. Vietnam Russia Korea China Australia Japan
Hog Price (100 basis) Hog Price in the USA (USA = 100)
100.0
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6Source: USDA Red Meat and Poultry Forecasts
Strong Growth in USA Pork Exports
Pork Exports from the USA
1,500
3,000
4,500
6,000
'90 '91 '92 '93 '94 '95 '96 '97 '98 '99 '00 '01 '02 '03 '04 '05 '06 '07 '08 '09 '10 '11 '12 '13 '14 '15E
~32% Market Share in Global Pork Exports
~0%
Million Pounds
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7USA32%
E.U.32%
Canada18%
Brazil8%
Others11%
The US is a Leading Pork Exporter
Source: USDA Red Meat and Poultry Forecasts
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8Acquired Business Overview
Company Highlights
2 well-invested Pork Processing Facilities.
Slaughter capacity of 38.2 thousand hogs/day.
Bacon production of 2 million pounds/week.
Annual Net Revenue of US$2.56 billion.
Dalhart, TX ~ 22,000 acres, 68,000 Sows and advanced live hog production through Group Housing and antibiotic free (ABF) systems.
5 Feed Mills.
1.1 million metric tons of annual feed capacity annually.
81% Net Revenue in the US and 19% in Exports.
Estimated EBITDA of US$212 million based on JBS USA Pork 5-year average EBTIDA Margin of 8.3%.
4 Genetic Units, ~160 thousand Sows that supply 33% of the total hogs processed by the business.
Pork Processing Facilities
Genetic Units Feed Mills
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9Acquired Business Footprint and Production Capacity
Production
Ottumwa, IA
Beardstown, IL
London, AR
Hedrick, IA
Centralia, MO
18,500/ hogs/day
19,700 hogs/day
150K metric tons/year
350K metric tons/year
225K metric tons/year
Pork Processing Facilities
Smithton, MO
Dalhart, TX
Morrilton, AR
130K metric tons/year
250K metric tons/year
4,000 gilts annually
Umpire, AR 300 boars annually
Feed Mills
Cameron, OK 350 boars annually
Dalhart, TX
68,600 sows annually
15,000 weaned pigs weekly
Genetic Units
1
1
1
2
1
12
1
1
IA
IL
MO
AROK
TX
Genetic Units
Processing Facilities
Feed Mills
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~ 51,300 hogs per day
100% in the US
JBS USA Pork (Pre-Acquisition)Pork production in the United States
United States
IA
KYCA2
03 case ready facilities
Main BrandsSwift Premium
Dry Rubbed Ribs
Swift PremiumRubbed Loin Filet
Products
Swift PremiumBoneless Backrib
Swift PremiumBoneless Pork Chops
Operational Platform
EBITDA LTM Q1/15US$415.9 million11.3% margin
# Team Members +6,000Net Revenue LTM to 1Q15 US$3.7 billion
Convenience products
NC1
MN
03 hogs processing facilities
03 case ready facilities
1
1
1
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2,957
3,473 3,501 3,5193,827 3,693
2010 2011 2012 2013 2014 LTMQ1/2015
JBS USA Pork Today Performance Highlights
Net Revenue (US$ million) EBITDA and EBITDA Margin (US$ million and %)
Operational Margin (US$ million and %) SG&A (US$ million and %)
277338
188228
406 416
9.4% 9.7%
5.4% 6.5%
10.6% 11.3%
2010 2011 2012 2013 2014 LTMQ1/2015
EBITDA EBITDA Margin (%)
29 31 30 34 37 40
0.98% 0.88% 0.87% 0.97% 0.97% 1.08%
2010 2011 2012 2013 2014 LTMQ1/2015
SG&A % of Net Revenue
248
307
154192
369 381
8.4% 8.9% 4.4% 5.5% 9.6% 10.3%
2010 2011 2012 2013 2014 LTMQ1/2015
EBIT EBIT Margin (%)
Source: JBS
EBTIDA
Margin average last 5 years: 8.3%
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Combined Business Post Acquisition
Source: JBS
Pro Forma Net Revenue US$6.3 billion.
Pro Forma EBITDA US$565 million(Pre-Synergies).
Note 1: Consider Business to be acquired estimated EBITDA based on the JBS US Pork 5-year EBTIDA Margin average of 8.3%
Production Capacity:
Pork Processing 89,300 head per day
Prepared Products 5 million pounds per week
Bacon Production 2 million pounds per week
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Combined Business Footprint Post Acquisition
Main Brands
IA
KYCA
NC
MN
MO
AR
TX
OK
IL
JBS USA Pork
03 hog processing facilities
03 consumer ready facilities
Acquired Business
02 hog processing facilities
05 feed mills
04 genetic units
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Transaction Rationale
Full alignment with JBS strategy.
Further improvement in balance and diversification of JBS product portfolio.
Well located and invested assets.
Expansion of Premium Pork product mix (Group Housing, ABF, Bacon).
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Transaction Rationale
USA is the lowest cost producer and export leader.
Diversified hog procurement, with no geographic overlap.
Relevant synergies of +US$75 million.
Leverage best-in-class operation.
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Estimated Synergies
Synergies of +US$75 million:
Synergies in the purchase of non-core materials.
Optimization of administrative structure.
Best practices in operations.
Logistics optimization.
Prepared / Value-added products portfolio expansion.
Maximize JBS export knowledge and capabilities.
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Transaction Structure
Transaction Value of US$1,450 million, on a debt-free, cash-free basis to be paid in cashat closing, adjusted by Working Capital variation.
Asset Purchase Deal Assets of Cargill Pork business plus its respective WorkingCapital of US$225 million.
Assets purchased by JBS USA LLC.
Tax benefit estimated NPV in US$250 million.
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Transaction Multiple and leverage
Tax benefit NPV estimated in US$250 Million
Synergies estimated in US$75 million
Based on LTM 1Q15 Net Debt to EBITDA and including the Moy Parkacquisition, JBS leverage will increase ~0.2x due to this transaction, and wouldbe on a proforma basis at the end of 1Q15 around 2.74x.
Without Synergies and Tax
Benefict
With Synergies and Tax
Benefict
11.30% 5.01 3.29 JBS USA Pork LTM EBITDA
8.50% 6.66 4.10 JBS USA Pork last 2 year average EBITDA
8.30% 6.82 4.17 JBS USA Pork last 5 year average EBITDA
Annual Net Revenue of
Acquired Company
(US$ MM)
EBITDA Margin
Multiple of the Transaction (x)
Assumption
2,560
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Mission
To be the best in all that we do, completely focused
on our business, ensuring the best products and
services to our customers, a relationship of trust with
our suppliers, profitability for our shareholders and the
opportunity of a better future for all of our team
members.