Transactional Impact Monitor: Mexico

Transactional Impact Monitor: Mexico

30 April 2020

TTR’s Transactional Impact Monitor (TIM) is a Special Report combining local knowledge and market visibility from top dealmakers developed to address extraordinary situations affecting the macroeconomic stability and M&A outlook in core markets

INDEX

– M&A Outlook
– Private Equity
– Equity Capital Markets
– Handling the Crisis
– Dealmaker Profiles

Mexico has taken a somewhat unique approach to combatting the “invisible enemy” of SARS-CoV-2. President Andrés Manuel López Obrador, popularly known as AMLO, actively downplayed the threat posed by the virus , before reluctantly declaring a public health emergency on Tuesday, 31 March. He then advised non-essential workers to stay home, two weeks after much of the world was already locked down. 

“The government was trying to prevent an economic impact, especially on the informal economy, to avoid a social problem,” explained Galicia Abogados Founding Partner Manuel Galicia. 

More recently, AMLO has used his updates to the nation to rail against government bailouts and predatory neoliberal lending practices that only benefit the rich. Mexico’s private sector, he has maintained, shouldn’t hold its breath for a rescue package. 

“We will face the health crisis and the crisis of neoliberalism with a unique approach, one that will protect the majority, especially those in need, the poorest, that will serve everyone,” the president said in his address to the nation on 28 April.

Mexico’s private sector didn’t wait for a bailout. Those able to telecommute did so beginning in mid-March, though schools and restaurants remained open and many went about their daily business as usual until the beginning of April. “There was a situation in which the private sector was behaving one way, and the government another,” said Galicia. Testing was initially only offered in select government labs, before it was extended to private labs, a similar bottleneck faced in the US, noted Serficor IMAP Partner Gabriel Millán.

The Mexican authorities have since issued several decrees granting emergency powers and extended the 31 March quarantine through the end of May. On 23 April health officials announced plans to manufacture ventilators in Mexico in partnership with private entities acting in solidarity in anticipation of a peak in confirmed cases projected for mid-May. 

“The government has been sending strange signals, leaving many perplexed,” said Millán. The slow and dismissive reaction of the president reduced compliance when the stay-at-home orders were finally issued, Millán said, and images of people filling the streets immediately thereafter demonstrated the poor compliance with to “social distancing”, or “sana distancia” as it’s been promoted in Mexico. 

The launch of a super hero character, “Susana Distancia”, by Mexico’s Secretariat of Health didn’t reverse the relaxed attitude held by many, thanks in large part to AMLO’s insistence on greeting supporters with handshakes and hugs as the rest of the world “sheltered in place”, Millán said. “If that’s how people are behaving in Mexico City, the epicenter of contagion in the country, I can assure you that other parts of the country are heeding official health advisories even less.”

M&A Outlook
Click here to access the first issue of Transactional Impact Monitor: Mexico

Relatório Mensal Brasil – Abril 2020

Fusões e Aquisições mantêm tendência de queda em abril

Fusões e Aquisições mantêm tendêcia de queda em abril 

Volume de aquisições realizadas por empresas dos Estados Unidos no Brasil sofreu redução de 43%. 

Até o fim do quarto mês do ano observa-se uma desaceleração nos diversos tipos de transação de Fusões e Aquisições, em relação ao mesmo período de 2019. 

Valor e número de transações 

Segundo o mais recente relatório do  TTR – Transactional Track Record, até o fim de abril de 2020, a plataforma mapeou 316 transações envolvendo empresas brasileiras, o que representa uma diminuição de 29% em relação ao mesmo período de 2019. Já no tocante ao valor total transacionado, até o fim do mês de abril houve uma movimentação de BRL 41,8bi, ou seja, uma diminuição de 52% em relação ao valor transacionado até o fim de abril de 2019. Os dados do mês de abril, com 60 negócios registrados, reforça a tendêcia de queda inciada em março.  

Setores mais ativos  

Com referência aos setores mais ativos, até o fim de abril podemos observar que a ordem do primeiro trimestre se mantém. Assim, o setor tecnológico continua na liderança com 76 transações, seguido pelo setor financeiro com 38 e no terceiro lugar, figura o setor imobiliário com 35. 

Transações Cross-border 

As operações transnacionais mapeadas pela TTR do começo de 2020 até o fim de abril, refletem uma diminuição considerável em relação ao mesmo período de 2019. O volume de aquisições realizadas por empresas dos Estados Unidos no Brasil sofreu uma redução de 43%, porém mantiveram a posição como as que mais adquiriram empresas brasileiras, com 21 negócios e um total de BRL 1,9bi transacionados, seguido pelo Canadá e pela França, com seis e quatro transações respectivamente. 

As aquisições de empresas brasileiras por estrangeiras no setor de Tecnologia e Internet, tiveram uma redução de 50%. Além disso, fundos de Private Equity e Venture Capital estrangeiros reduziram seus investimentos em empresas brasileiras em 43%, em relação ao começo de janeiro até o fim de abril de 2019. 

No sentido contrário, foram mapeadas até o fim de abril, 14 transações onde empresas brasileiras realizaram aquisições no exterior, sendo os Estados Unidos o destino preferido com 7 transações e BRL 1,3bi movimentados. 

Private Equity 

As transações envolvendo fundos de Private Equity realizadas do começo de janeiro até o fim de abril de 2020 tiveram uma diminuição considerável de 80% do valor transacionado com BRL 1,2bi, em relação ao mesmo período de 2019. Já o volume de transações diminuíram em 3% com 29 transações.  

Os dois setores mais ativos foram o Rodovias e o de Transporte, aviação e logística, com cinco operações cada. O fundo que mais se destacou foi o Monte Equity Partners que esteve envolvido em seis transações. 

Venture Capital 

Já as transações envolvendo fundos de Venture Capital realizadas do começo de janeiro até o fim de abril de 2020 representaram uma diminuição de 4% no total do valor transacionado com BRL 2,4bi, em relação ao mesmo período de 2019. Já o volume de transações aumentou em 3% com 72 operações.  

O setor mais ativo do período foi o de Tecnologia com 40 transações, seguido pelo setor Financeiro e seguros com 13 transações. O fundo que mais se destacou foi o e.Bricks Ventures que esteve envolvido em seis transações. 

Transação destacada 

A transação destacada pelo TTR foi a conclusão da aquisição da Adtalem, grupo de ensino superior privado brasileiro, pela YDUQS. O valor da transação foi de BRL 2,20bi. 
 
A Adtalem é um grupo de ensino superior privado brasileiro com 102 mil alunos matriculados, e detentor das marcas Ibmec, Wyden (FMF, Unimetrocamp, Facid, UniFBV, Facimp, UniRuy, Área 1, Unifavip, Unifanor e Faci), Damásio Educacional, SJT Med e Clio. 

Rankings de assessoria financeira e jurídica 

Informe Mensual México – Abril 2020

Mercado transaccional en México cae un 22% hasta abril de 2020

En abril se han registrado 9 transacciones en el país por USD 1.267,98m 

A lo largo de 2020 se han registrado 81 transacciones  

Adquisiciones extranjeras en Tecnología e Internet han disminuido un 44% en 2020 

Sector Financiero y de Seguros, el más destacado del año con 14 operaciones

El mercado de M&A en México ha contabilizado en abril de 2020 un total de 9 fusiones y adquisiciones, entre anunciadas y cerradas, por un importe agregado de USD 1.267,98m, de acuerdo con el informe mensual de Transactional Track Record.

Por su parte, en los cuatro primeros meses del año se han producido un total de 81 transacciones, de las cuales 40 registran un importe conjunto de USD 2.631m, lo que implica un descenso del 22,12% en el número de operaciones y una disminución del 57,75% en el importe de estas, con respecto al mismo período de 2019.  

En términos sectoriales, el Financiero y de Seguros ha sido el más activo del año, con un total de 14 transacciones, seguido por el de Internet, con 10.  

Ámbito Cross-Border  

Por lo que respecta al mercado cross-border, a lo largo de 2020 las empresas mexicanas han apostado principalmente por invertir en Estados Unidos, con 7 operaciones, seguido de España, con 5 transacciones. Por importe destaca Estados Unidos, con USD 910,30m.  

This image has an empty alt attribute; its file name is 02_FEB_MX_CB_map.jpg

Por otro lado, Estados Unidos, es el país que más ha apostado por realizar adquisiciones en México, con 14 operaciones, seguido de Chile y Canadá, con 5 transacciones en cada país. Por importe, se destacan las Islas Vírgenes Británicas, con USD 136m. 

Private Equity y Venture Capital

Hasta abril de 2020 se han contabilizado un total de 3 operaciones de Private Equity por USD 73m, lo cual supone un descenso del 62,50% en el número de operaciones y un aumento del 7,98% en el importe de éstas, con respecto al mismo periodo del año anterior.  

Por su parte, en el segmento de Venture Capital se han contabilizado hasta abril un total de 25 operaciones con un importe agregado de USD 300m, lo que implica un aumento del 4,17% en el número de operaciones y un alza del 130,83% en el importe de las mismas en términos interanuales. 

Asset Acquisitions

En el segmento de Asset Acquisitions, hasta el mes de abril se han registrado 23 operaciones, por un valor de USD 866m, lo cual representa una disminución del 11,54% en el número de operaciones, y un descenso del 43,31% en el importe de estas, con respecto a abril de 2019. 

Transacción Destacada  

Para abril de 2020, Transactional Track Record ha seleccionado como operación destacada la relacionada con CPPIB y OTTP, las cuales ha completado la OPA sobre el 40% de Ideal

La operación, valorada en USD 2.230,09m, ha estado asesorada por Creel, García-Cuéllar, Aiza y Enríquez, Torys US, Ideal y por PBP Abogados. Por la parte financiera, la operación ha sido asesorada por Morgan Stanley. 

Ranking de Asesores Financieros y Legales

Transactional Impact Monitor: Spain & Portugal – Vol. 2

Transactional Impact Monitor: Spain & Portugal – Vol. 2

24 April 2020

TTR’s Transactional Impact Monitor (TIM) is a Special Report combining local knowledge and market visibility from top dealmakers developed to address extraordinary situations affecting the macroeconomic stability and M&A outlook in core markets

INDEX

SPAIN
– M&A Outlook
– Private Equity
– Equity Capital Markets
– Handling the Crisis

PORTUGAL
– M&A Outlook
– Private Equity
– Handling the Crisis

– Dealmaker Profiles

SPAIN

Headlines across the world have begun to shift from the threatening global pandemic to the grim economic outlook facing countless countries grappling with the need to lift restrictions on business activities and resuscitate the livelihoods of their citizens. 

Despite a two-week extension of the state of emergency that has kept residents locked inside their homes since mid-March until at least 9 May, Spain faces the same need to get its people back to work without succumbing en masse to SARS-CoV-2. All indications suggest a tough road ahead. The Bank of Spain projects a fall in GDP of between 6% and 13% and a public spending deficit as high as 11% in 2020, with a rapid, V-shaped recovery increasingly unlikely. 

“Six percent is out of the question,” Deloitte Partner and Head of Private Equity Tomás de Heredia told TTR. Though there are some sectors performing quite well, including agriculture and food manufacturing, Spain’s heavy dependence on tourism and construction will slow the recovery, Heredia said. 

If hotels aren’t permitted to open until September, according to the most likely scenario under discussion, Spain will lose a large chunk of its GDP over the next several months as its peak tourism season falls flat, Heredia noted. 

In the construction industry, building already underway will carry on as restrictions are lifted, but investors are not likely to bank on new projects, he added. “I don’t see any real estate developer starting something from scratch now without the certainty that they will be selling in 24 months.” 

In the first few weeks of the crisis, there was a sense that Spain was falling into a black hole just like Italy, said Pérez-Llorca Founding Partner Pedro Pérez-Llorca. Spain transitioned quickly from a growing market nearing the end of the economic cycle into a state of emergency harboring a very serious problem, he said. It was initially seen as a local problem, he noted, but within a few weeks, that emergency spread to the most important markets in world: the UK and the US. 

With 22m newly unemployed in the US, the largest source market for capital under management has its own problems, Pérez-Llorca pointed out. “Strategic investors that had been considering investments in Spain, now have too many problems at home to look at cross-border deals,” he said. Add to that the restrictions on foreign investment passed by the Spanish government to protect the local market and the outlook for inbound deals in the short-term is complicated, he said.

The word, in terms of politics and economics, is uncertainty, said Heredia. As long as you have some certain kind of environment, whether it’s good or bad, people will adjust their investment strategies. The worst thing that we are seeing is that the government is not giving the necessary certainty. “One day they say kids will return to school, the next day they say they won’t,” said Heredia. “They say businesses can reopen, then they say they can’t,” he added. 

Auriga Global Investors Head of Derivatives and Alternative Investments Diego García de la Peña said his clients and portfolio companies were indeed desperate for clarity on the duration of the lockdown. 

“If the confinement lasts only three months, restaurants can recover. It will be three months of write-off, of zero sales, and then we’ll hit bottom with a bad, but more or less manageable, outlook for 2020,” said García. “If the measures are extended, or if there’s another wave in October, anything to do with food and beverage and tourism – those sectors will face restructuring,” García said. “The duration of the confinement and the resolution of the health crisis are key.”

“We hope that over the next two weeks, at a maximum, all this will be cleared up,” Heredia said. “Everyone was expecting that the economy would recover before the summertime. Now everyone factors in that growth will recover after the summer.”

The unemployment rate in Spain, like in many other countries, “is going through the roof”, meanwhile, Heredia noted, and though there’s no official data because the government considers this a temporary situation being contained with public funds, there’s uncertainty over how long this will endure and people are depleting their savings.

Four-to-five months down the road, when people go back to work, a lot of companies will reduce their workforce and people will devote their savings to the most critical needs: education for their children and groceries, he said. “Obviously, there will be a recovery next year, but I don’t see many people buying second homes. That’s going to drive down everything,” he said. 

Tourism will not begin to recover until the fall, and construction will remain sluggish, Heredia said. “Our view is that hotels won’t be reopened until September or October.” Next year, without a doubt, tourism will be good, Heredia said, and as soon as tourism starts flowing, the economy will pick up overall. Companies have stronger balance sheets than they did in the global financial crisis of 2008 and the government is providing liquidity; demand will come back next year, he said. 

The retail industry, meanwhile, will see a contraction once everything opens up again, Heredia noted, and companies will begin cutting costs by closing the last points of sale they opened, which tend to be those secured at higher cost in poorer locations when retail space was scarce. Companies will start scaling down their retail platforms to where they were two years ago, he said, noting that the shift towards e-commerce accelerated by the crisis will further contribute to a scale-back. 

The great winner in Spain is Amazon, Heredia said, noting that within specific niches there were smaller Internet companies, including wine and grocery distributors, capitalizing on the shift to e-commerce. “Those verticals are covered locally, but at a much smaller scale.”

Despite the confounding limbo crippling the country, Heredia said he had a positive outlook for the medium term. “I can only see growth. We are now at the trough; investors already discount this year and there is only one way to go: up. We cannot get worse.”

M&A Outlook
Click here to access the second issue of Transactional Impact Monitor: Spain & Portugal – Vol. 2

PORTUGAL

On 20 April, Portugal’s prime minister outlined new rules for cautiously reanimating the economy beginning in May with a gradual return to normalcy under restrictions aimed at avoiding a surge in the number of SARS-CoV-2 cases heading into the summer tourism season.

What started out as, and still remains, essentially a health crisis, will create substantial shockwaves in the Portuguese economy, Alantra Portugal Managing Partner Rita Barosa told TTR. The crisis hit Portugal at a particularly bad moment, as the country had a number of vulnerabilities, Barosa said.

Portugal’s public debt stood at 118% of GDP, with the IMF projecting an increase to 135%, noted Oxy Capital Partner Daniel Viana, which does not allow much fiscal space for helping companies emerge from the crisis. Viana described the measures offered by the Portuguese government to address the crisis as “lightweight” compared to what other EU countries have done.

Portugal’s dependence on tourism and aging population also represent vulnerabilities, Viana said, and projections of an 8% contraction in GDP and an increase in unemployment to 14% paint a stark picture for 2020. 

This crisis has an additional risk for Portugal compared to the 2010 crisis because it is much more global, said Barosa. It affects not just Portugal but the whole world in a more severe way at a time when prosperity was very much associated with freedom of movement and global commerce, she added. “In the previous crisis, a big part of the rest of the world wasn’t in the same situation as we were and that was an important force pushing us towards prosperity again. In fact, most transactions then were cross-border.”

Small businesses will be disproportionately impacted and many will probably have to close shop, said Viana. The largest companies are financially prepared to endure three or four months of disruption, but most companies do not have that solidity and strength, Morais Leitão Partner Nuno Galvão Teles agreed.

Rising unemployment and declining purchasing power will impact many businesses across the board, said Viana. “Companies are trying to be prepared for the worst case scenario, while at the same time hoping for the best.”

The economic crisis impacting countries across the world may lead to important structural changes with important implications for trade and commerce and M&A, Barosa noted. “We are living in a time of global distribution chains, but we may see a few countries try to reinforce their own domestic distribution channels since this crisis has caused a disruption.”  

It is now obvious that the crisis will be deeper, longer and tougher than initially thought, which makes following a business plan and managing liquidity a real challenge, she said. Companies that were thinking about corporate acquisitions now have their own internal challenges, be it with their supply and distribution channels, costs related to maintaining sanitary measures in place, or being prepared to have staff working remotely; all that represents costs that were considered fleeting, but are now here to stay, she said.

It is not yet clear what amount of support will be given by the European Commission and how that will be carried out, Barosa added, and if it will result in a deeper asymmetry between EU members. “There is still a lot being discussed. What we have now in terms of information and aid is still insufficient.”

M&A Outlook
Click here to access the second issue of Transactional Impact Monitor: Spain & Portugal – Vol. 2

Transactional Impact Monitor: Brazil – Vol. 2

Transactional Impact Monitor: Brazil – Vol. 2

17 April 2020

TTR’s Transactional Impact Monitor (TIM) is a Special Report combining local knowledge and market visibility from top dealmakers developed to address extraordinary situations affecting the macroeconomic stability and M&A outlook in core markets

INDEX
– M&A Outlook
– Private Equity
– Equity Capital Markets
– Handling the Crisis
– Dealmaker Profiles

Latin America’s largest economy has had its share of uncertainty over the past decade, but no previous crisis brought everyday life to such a standstill. Nonetheless, routine fits and starts and two major recessions in the past 10 years tempered the euphoria dealmakers were feeling in early 2020. 

“Things in Brazil tend to be rather volatile,” said Veirano Advogados Partner Carlos Lobo. “You begin each year without really knowing where things are going to go.”

Notwithstanding the characteristic Brazilian nonchalance, spirits were high as prospects looked exceptionally good in early 2020, Lobo said, especially compared to the chaotic start last year that followed the inauguration of President Jair Bolsonaro, which suppressed M&A and capital markets activity in 1H19.

The beginning of 2020 was the opposite, Lobo said. Critical reforms were being pushed through, there was an expectation that Brazil’s GDP would grow by 2%, unemployment was falling and interest rates were low, so there was a positive outlook.

“We were all very optimistic this year in terms of M&A, private equity and equity capital markets,” agreed Reinaldo Grasson, Head of M&A and Debt Advisory at Deloitte in São Paulo. “Companies were delivering good results, they had strong balance sheets, the stock exchange was at an all time high. From all angles it was very, very positive.”

Market conditions in Brazil soured by mid-March however, as the threat of a pandemic prompted state and federal governments to respond by restricting travel outside the home and limiting non-essential business activities. 

March was not bad, all things considered, Grasson said. “Not as good as the previous year, but we didn’t expect this setback.” The transactions being announced now are those that have already been through due diligence, he said. “Our clients, investors are waiting so see what’s going on in the country.”

By mid-April, the federal government had disbursed over BRL 3bn in BRL 600 payments to nearly 5m Brazilians in emergency income support, out of nearly 36m applications received by state bank Caixa Econômica Federal, according to the local press. The support to the country’s most vulnerable population has been matched by a loosening of fiscal targets and labor laws, an extension of tax filing and payment deadlines and specific support to airlines and the tourism industry, among a host of other measures. 

State entities aren’t themselves immune from the downturn facing the country. This reality is most notable in the oil and gas sector, which is reeling from a global price war in addition to depressed demand for refined products. State-owned oil producer Petrobras announced on 15 April it would freeze operations on nearly 50 drilling platforms with some 2,600 direct and another 7,000 indirect jobs at stake. Deal volume in the oil and gas industry is sure to decline precipitously in 2020.

The falling M&A and Equity Capital Markets (ECM) workload is being replaced by matters that have become more pressing for clients at leading M&A law firm Cescon Barrieu, Founding Partner Marcos Flesch said. Litigation consultations, for example, have increased notably, Flesch said, though actual litigation hasn’t picked up yet. Clients are allowing the dust to settle and negotiating amicably with their suppliers and customers in the interim, he said. Cescon Barrieu is also seeing an uptick in consultations related to material adverse change and force majeure issues, Flesch noted.

All areas of Cescon Barrieu are actually working more than what was expected at the beginning of the crisis, noted Managing Partner Joaquim Oliveira. “We were a little bit surprised by the level of activity that we’ve had in the last four weeks.” The firm is bracing for a downturn in the next few months though, Oliveira said, but confidence in a return to normality by late May or June runs high.

M&A Outlook
Click here to access the second issue of Transactional Impact Monitor: Brazil – Vol. 2.