relevant fact – swift & co. closing
TRANSCRIPT
Agenda
Página
Conclusion of Swift’s Acquisition Process
July 12, 2007
Disclaimer
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The forward-looking statements presented herein are subject to risks and uncertainties. These statements are based on the beliefs and assumptions of our management, and on information currently available to us.
Forward-looking statements are not guarantees of performance. They involve risks, uncertainties and assumptions because they relate to future events and therefore depend on circumstances that may or may not occur. Our future operating results, financial condition, strategies, market share and values may differ materially from those expressed in or suggested by these forward-looking statements. Many of the factors that will determine these results and values are beyond our ability to control or predict.
Forward-looking statements also include information concerning our possible or assumed future operating results, as well as statements preceded by, followed by, or including the words ''believes,'' ''may,'' ''will,'' ''continues,'' ''expects,'‘''anticipates,'' ''intends,'' ''plans,'' ''estimates'' or similar expressions
Agenda
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Swift Acquisition Process Concluded!
Acquisition Process Timeline
Final Acquisition Structure
5 JBS + Swift (Pro-forma)
6 Recovery of Swift’s Results
7 Actions of Turnaround Process
Final Considerations
1 Message from the Board of Directors
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8 Turnaround in Numbers
Message from the Board of Directors
It is with great satisfaction that the management of JBS announces the conclusion of the Swift acquisition through thecash payment of US$1,458,872,836.55, five days in advance of
the original schedule.
The acquisition was concluded with absolute success andresulted in the creation of the world’s largest beef company
with a significant share in the pork industry.
The capital structure used resulted in a company with a reduceddebt level and with one of the lowest financial leverages in the
sector, while it also generated a reduction in financial expenses.
All measures were taken with the objective of creating value to all of the company’s shareholders, creditors, employees and
partners of JBS.
The acquisition reaffirms JBS’ commitment to its growthobjectives and its capabilities in achieving them!
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Swift Acquisition Process Concluded!
The world’s largest beef company is born, with a slaughteringcapacity of 47.1 thousand heads per day;
The world’s largest beef exporter;
And the largest Brazilian multinational company in the foodsector;
With production and distribution capacity in the world’s 4 main beef producing countries;
Acessing 100% of the world’s beef consuming markets;
Consolidating brands, plants and expertise;
And with a diversification platform in pork – 3rd largest in the US.
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Celebration of the Agreement and Plan of Merger05/29/07
06/29/07
06/01/07
06/08/07
06/13/07
06/27/07
06/27/07
Board of Directors Meeting – Approval of the acquisition by JBS
Board of Directors Meeting – Approval of capital increase of JBS andlaunching of consent solicitation process.
Call notice for Extraordinary Shareholders Meeting
Board of Directors Meeting – Capital increase of 227.4 million sharestotaling US$950 million
Relevant Fact – BNDESPAR approves subscription of up to US$750 million in the capital increase of JBS
Extraordinary Shareholders Meeting – Approval of the Swiftacquisition and of the proposed capital increase
06/11/07 Comencement of Consent Solicitation process – Swift as unrestrictedsubsidiary.
07/11/07 Conclusion, 5 days in advance, of the Swift acquisition process with thepayment of US$1.459 million
07/10/07 Suspension of the bond issues and revolving facility by Swift
Acquisition Process Timeline
1. Simplified chart of the transaction structure for illustrative purposes only2. Simplification for subordination structure composed by 3 holdings3. Does not include fees, tender offer and other transaction costs4. Updated closing debt added of accumulated interest and tender offer expenses5. Estimated cash balance to be partially used for the payment of fees, tender offer expenses. The remainder will be
used for working capital.6
NewCo
J & F
100% US$1.234 MM4
100%
US$225 MM
HM Capital
Final Structure 1,2,3Final Structure 1,2,3
Payment ofOld Debt
BNDESPAR
Up to US$750 MM Up to US$200 MM
Market
US$ ? MM
US$950 MM
US$950 MM
New Debt US$750 MM
Capital increase by JBS of US$950 million;
Proceeds raised with financial institutions in the amount of US$750 million (additional proceeds raised for working capital purposes);
Payment of equity to HM Capital in theamount of US$225 million and of debtin the amount US$1.234 million, totaling the acquisition amount ofUS$1.459 million3;
Debt reduction, positioning Swift as a company with one of the best financial conditions of the sector in the USA;
Reduction in annual financial expensesof approximately US$86 million due to a reduced debt level and new debtissued at lower rates;
Acquisition of Swift by JBSAcquisition of Swift by JBS
Final Acquisition Structure
Cash Balance ofUS$240 MM5
Slaughtering capacity¹ (Global ranking)
24,100 heads/day (# 3)
23,000 heads/day (# 4)
47,100 heads/day (# 1)
Heads Slaughtered 2006¹ 3,4 MM 6,2 MM 9,6 MM
Plants 28 12 40
Net Revenue US$ 2,0 bln2 US$ 9,5 bln3 US$ 11,5 bln
Net Debt US$ 0,7 bln4 US$ 0,5 bln5 US$ 1,2 bln
Net Debt/EBITDA 2,5x 5,2x 3,1x
Net Debt/Adjusted EBITDA 2,5x 3,2x6 2,7x
JBS + Swift (Pro-forma)
COMBINEDPRO-FORMA
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Notes
1. Considering beef only
2. JBS 2006 net revenue converted into US$ at FX rate of R$2.1771
3. Swift net revenues for LTM ended February 2007 (unaudited preliminary data – 8-K Form)
4. JBS net debt as per financial statements of 03/31/2007 converted in US$ at FX rate of R$2.0504
5. Swift Net Debt after closing considering all raised proceeds and transaction payments
6. Calculation considers adjusted EBITDA excluding non-recurrent expenses of US$53 million (US$53 MM ICE and US$9.4 MM in other costs)
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Net Revenue (US$ million)Net Revenue (US$ million)
9.5209.3509.6699.4368.0728.1968.782
FY01 FY02 FY03 FY04 FY05 FY06 FY07*
Net Revenue and EBITDA Recovery at Swift
EBITDA (US$ million) and EBITDA marginEBITDA (US$ million) and EBITDA margin
161,2 181,7238,6 220,1
163,0
5,7 96,3
3,0%
1,0%
0,1%
1,7%
2,3%2,2%1,8%
FY01 FY02 FY03 FY04 FY05 FY06 FY07*
Margin (%)
Source: Swift & CoNote: Unaudited pro-forma data related to the years of 2001, 2002 and
2003 from predecessor ConAgraSwift’s fiscal year ends in May* Preliminary unaudited data (8-K Form)
Net revenue recovery during fiscal year2007 due mainly to price increases in theUS beef division and to price and volume increases in the US pork division andAustralia beef division;
EBITDA recovery in the fiscal 2007 to anEBITDA margin of 1.0%, from 0.1% in 2006;
During fiscal year 2007, the company lostemployees at its US plants expenses dueto an immigration inspection process (ICE – Immigration and Customs Enforcement), resulting in:
A temporary reduction in productionand, consequently, in sales;
Non-recurrent expenses in theamount of US$53 million. If thisexpense was not considered, EBITDA would amount to US$158.6 million, representing an EBITDA margin of1.6%
There are no other issues related to this event and all employees have been replaced
Considerations FY2007Considerations FY2007
Actions of Turnaround Process
Management changes in key positions at Swift in the USA andAustralia and simplification of the organizational structure withthe elimination of duplicate positions;
Separation of the operational management of the beef and porkdivisions in the USA;
Reduction in annual financial expenses due to a reduced debtlevel and new debt issued at lower rates;
Beginning of a second shift in the Greeley plant;
Better use of the installed capacity at existing plants;
Estimated transportation cost reduction by increasingoccupation rate from 92% to 99%;
Optimization of the price to quality ratio;
Estimated improvement in the rear de-boning process by 0.8%;
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Actions of Turnaround Process
Estimated improvement in the forequarter de-boning process by1.2%;
Estimated improvement in the ribs de-boning process by 0.7%;
Estimated improvement in the yield of the leather by 1.5%;
Estimated improvement in the yield of the pork intestines (US$1.0 per head);
Estimated fixed cost reductions at the plants of US$2.90 per head;
Estimated variable cost reductions of US$2.10 per head;
Estimated reductions in expenses related to insurance, consulting fees and IT;
Optimization of the sales teams;
Remuneration driven by results.
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Turnaround in Numbers
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Increase in Revenues
Implmentation of second shift in Greeley 800,0 Optimization of installed capacity in the Grand Island, Dumas and Hyron plants 300,0
Potential Increase in Revenues 1.100,0
Cost Reductions
Sales, General and Administrative (SG&A) Consulting 5,0 Reduction of Organizational Structure 4,0 Insurance 8,0 Information Technology (TI) 8,0 Sub-total 25,0
Variable Costs (Packaging, Supllies, Electricity, Gas) 11,6 Fixed Costs in Plants 16,0 Logistics Optimization 17,5
Improvements in Carcass Yield Rear De-boning 18,4 Forequarter De-boning 23,5 Ribs De-boning 4,5 Leather 37,8 Pork Intestines 11,5 Sub-total 95,7
Potential Operational Gains Identified thus Far 165,7
Turnaround Financial Impacts - (US$ MM)Preliminary Estimates
Conclusion of the acquisition by JBS using the best capital structure, resulting in savings of approximately US$86 million in interest expenses;
Relevant support by BNDESPAR in the company’s expansion andinternationalization process;
Considerable debt reduction at Swift, making it a company withone of the best financial conditions of the sector in the USA;
Swift is already showing improvements in its operational results(FY07 x FY06);
Turnaround process has already began, with a large portion ofthe actions to be implemented quickly and to generate results in the short to medium term;
The management team that will guarantee the success of theturnaround process is already defined;
The conclusion of the Swift acquisition does not represent theend of JBS’ growth process, but one more stage in thecompany’s leadership expansion and consolidation in the worldbeef industry;
Once again JBS’ management reaffirms its excellent track record in acquisitions
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Final Considerations
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Questions & Answers