LifeMiles Deal Announcement -...

11
LifeMiles Deal Announcement B787 Dreamliner July 14 2015

Transcript of LifeMiles Deal Announcement -...

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LifeMiles Deal Announcement B787 Dreamliner

July 14 2015

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Disclaimer

The material that follows comprises information about Avianca Holdings S.A. (the “Company”) and its subsidiaries, as of the date of the presentation. It has been prepared solely for

informational purposes and is not to be construed as a solicitation or an offer to buy or sell any securities and should not be treated as giving legal, tax, investment or other advice to potential

investors. The information presented or contained herein is in summary form and does not purport to be complete. The Company has filed a registration statement (including a prospectus)

with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the Company has filed

with the SEC for more complete information about the company and this offering.

This presentation is not a prospectus and is not an offer to sell securities. Registration statements relating to the Company’s ADSs and preferred shares have been filed with the Securities and

Exchange Commission, but have not yet become effective. The ADSs may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. The

offering is being made by means of the prospectus only, copies of which may be obtained from the underwriters.

No representations or warranties, express or implied, are made as to, and no reliance should be placed on, the accuracy, fairness, or completeness of this information. Neither the Company

nor any of its affiliates, advisers or representatives accepts any responsibility whatsoever for any loss or damage arising from any information presented or contained in this presentation. The

information presented or contained in this presentation is current as of the date hereof and is subject to change without notice, and its accuracy is not guaranteed. Neither the Company nor

any of its affiliates, advisers or representatives makes any undertaking to update any such information subsequent to the date hereof.

This presentation contains forward-looking statements, which are based upon the Company and/or its management’s current expectations and projections about future events. When used in

this presentation, the words “believe,” “anticipate,” “intend,” “estimate,” “expect,” “should,” “may” and similar expressions, or the negative of such words and expressions, are intended to

identify forward-looking statements, although not all forward-looking statements contain such words or expressions. Additionally, all information, other than historical facts included in this

presentation is forward-looking information. Such statements and information are subject to a number of risks, uncertainties and assumptions. Forward-looking statements are not guarantees

of future performance and actual results may differ materially from those anticipated due to many factors. As for forward-looking statements that relate to future financial results and other

projections, actual results may be different due to the inherent uncertainty of estimates, forecasts and projections. Because of these uncertainties, potential investors should not rely on these

forward-looking statements. Neither the Company nor any of its affiliates, directors, officers, agents or employees, nor any of the shareholders or initial purchasers shall be liable, in any

event, before any third party (including investors) for any investment or business decision made or action taken in reliance on the information and statements contained in this presentation or

for any consequential, special or similar damages.

Certain data in this presentation was obtained from various external sources, and neither the Company nor its affiliates, advisers or representatives has verified such data with independent

sources. Accordingly, neither the Company nor any of its affiliates, advisers or representatives makes any representations as to the accuracy or completeness of that data, and such data

involves risks and uncertainties and is subject to change based on various factors.

In addition to IFRS financials, this presentation includes certain non-IFRS financial measures, including Adjusted EBITDAR, which is commonly used in the airline industry to view operating

results before depreciation, amortization and aircraft operating lease charges, as these costs can vary significantly among airlines due to differences in the way airlines finance their aircraft and

other asset acquisitions. However, Adjusted EBITDAR should not be considered as an alternative measure to operating profit, as an indicator of operating performance, as an alternative to

operating cash flows or as a measure of the Company’s liquidity. Adjusted EBITDAR as calculated by the Company and as presented in this document may differ materially from similarly titled

measures reported by other companies due to differences in the way these measures are calculated. Adjusted EBITDAR has important limitations as an analytical tool and should not be

considered in isolation from, or as a substitute for an analysis of, the Company’s operating results as reported under IFRS.

The trademarks included herein are the property of the owners thereof and are used for reference purposes only. Such use should not be construed as an endorsement of the products or

services of the Company or this proposed offering.

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For Avianca Holdings (AVH):

- It unlocks value for AVH Shareholders

- Positive impact on Liquidity and Leverage ratios(2):

- Net Adjusted Debt to EBITDAR(3)(4):

- It would have an estimate reduction of ~0.6x

- Cash as percentage of LTM Revenue(3)(5)

- 15.1% 22.4%

For LifeMiles

- Reinforce management and corporate structure

- Independent governance

- Further develop retail coalition program

- Strengthen home markets and grow in new ones

+USD~$343.7M

Transaction Overview

Deal structure(1)

Overview

On July 13, 2015, Avianca Holdings S.A (AVH) and Advent International, the largest private equity investor in Latin America, announced Advent’s acquisition of a 30% minority stake in LifeMiles B.V., for which AVH will receive total proceeds of ~ $343.7 million(1)

70% 30%

LifeMiles has been a Thoughtful and Thorough Process

1. Completion of the transaction is subject to customary closing conditions and is expected to take place in Q3 2015 2. First quarter 2015 ratios, +USD350M in cash, ceteris paribus. 3. As of March 31, 2015. 4.Net Adjusted Debt to EBITDAR= Calculated as net adjusted debt (including capitalized leases at 7.0x) divided by adjusted EBITDAR. 5. Includes ~USD280M of cash in Venezuela.

New Board of Directors: 4 Seats for Avianca Holdings 2 Seats for Advent 1 Independent Member

2011

•LM is established as a separate legal entity

2012

•Miles and Seats Pricing developed with Oliver Wyman

2014

•Key model elements refined with McKinsey

2014

•AVH Board decision to hire Morgan Stanley to find strategic partner

2015

• Advent’s minority investment in LifeMiles

Advent - with its strong footprint in Latin America,

investment professionals and independent operating partners including Jeremy Rabe, Jorge Londoño and Livia Masnaghetti - will partner with Avianca to enhance LifeMiles’ strong competitive position in key markets and continue to pursue growth

Value Creation

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1. Operating Partners and Industry Advisors are senior industry executives who act as independent advisors to Advent and the management teams of its portfolio companies. They support the development of businesses through their subsector expertise, operational know-how, leadership experience and contact networks.

LifeMiles Experienced Management Team will be supported by Advent’s Industry Experts

• Former Chief Executive Officer and a board member of

Premier Loyalty & Marketing the joint venture of

AeroMexico and AIMIA

• Doubled its annual sales and maintained highly

competitive industry margins

• Led strategic restructuring of AeroMexico’s frequent flyer

program, Club Premier

• Formerly led TACA Airlines’ Distancia Loyalty Program

• Finance executive with significant expertise in the loyalty

and aviation industries

• Played a key role in the IPO of Aeroplan and the

execution of the Premier Loyalty & Marketing joint

venture between AeroMexico and AIMIA

• She played an important role in the implementation of a

standalone operation and governance plans for Club

Premier

• Former CEO of Bancolombia for 15 years

• Transformed Bancolombia from being a niche player to a

leading full service financial institution in Colombia

• Led several acquisitions and integrations both

domestically and internationally

• Served or currently serves on several board of directors

including Bancolombia, Conavi, Banco Falabella,

Financiera de Desarrollo Nacional, Organizacion Corona

and Ospinas y Cia

Jeremy Rabe Former CEO of

Aeromexico-AIMIA JV PLM

Livia Masnaghetti

Industry expert in Frequent Flyer

Programs

Jorge Londoño Former CEO of Bancolombia

Advent Operating Partners and Industry Advisors (1)

Matt Vincett

• Vice President AVH Loyalty Business Unit - LifeMiles

• Oversaw transformation of Avianca Plus & Taca’s Distancia Frequent Flyer Program into LifeMiles a leading Loyalty Company in Latin America

• 5 years as management consultant • 11 years in Aviation industry • 5 years with AVH Loyalty/LifeMiles • Former Vice President Commercial –

TACA • Former Vice President Regional

Airlines - TACA

LifeMiles Management Team

Strategy & Innovation

Commercial & Non-Air Partners

Program & Air Partners

Operations & IT Brand &

Communication Legal

On average LifeMiles’ Management Team is comprised by professionals with more than:

• 15 years of experience

• 6 years within the Loyalty Industry (LifeMiles/

Distancia/ Avianca Plus)

LifeMiles VP has been leading the following functional areas:

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LifeMiles is a well recognized brand with a Growing Regional Presence

• Exposure to growing underlying markets

• 20-year agreement, including guaranteed exclusivity and seat availability, with Avianca – strong sponsor airline with growing passenger air travel in Andean region and Central America

• Platform to explore additional upsides in different industries

• Expansion from an FFP of an airline to a Loyalty Coalition

• Larger network creates value for both partners and members

e.g. Increase Co-branded card penetration, entrance into new markets, non-air redemption growth

Favora

ble

m

acro

dynam

ics

Pla

tform

with

upsid

e

1. As of March 31, 2015.

Strong Brand Recognition

– LifeMiles won Best Promotion of the Year in 2015 Freddie Awards and finished in the top 3 in 5 out of 6 categories

– Only Latin American winner of Freddie Awards in 2013, 2014 and 2015

LifeMiles at a glance(1)

6+ million members

(CAGR 2010-2014: 10%)

200+ commercial partners

71 mileage agreements with financial institutions

28 co-branded credit and debit cards

Airline Promotion

Redemption Ability

Customer Service

Program of the Year(*)

Elite Program

Loyalty Credit Card

2

3

4

1

2

3

(*) Winner of the “Up and Coming Program of the Year” for the Americas

One of the Largest Coalition Loyalty Programs in Latin America

1

2

1

Colombia

Peru

Central America

Leading Market Positions

Home markets

Reference markets

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Favorable Demographics and Underpenetrated Credit Card Markets in the Region Provide Strong Upside Potential

318

34.8

120.3

46.2 30.1

15.7

40

202.7

USA Canada Mexico Colombia Peru Ecuador CAM Brazil

Large Population Base in Home Markets…

LM Home Markets

Reference Markets

33% 28.%

46% 43% 46% 47%

53%

40%

USA Canada Mexico Colombia Peru Ecuador CAM Brasil

132M

37.6 41.7 27.3 28.9 27.0 26.7 23.4 30.7 Median Age

…With Young and Positive Demographics (% of Population Below 25 Years)(2)(5)

LM Home Markets

Reference Markets

(% Consumer Payments Growth (CPG) and CPG as multiple of real GDP Growth)(3)(5)

Rapidly Growing Consumer Payments…

(Credit Cards per Capita, 2014E)(4)(5)

…With Low Levels of Credit Card Penetration

9% 11% 10%

29%

23%

29%

20%

US CAN BRA CHL COL PER ECU

Reference Markets

Home Markets

4.3x 4.4x 2.7x 5.1x 4.7x 4.0x 3.3x

1.8

2.6

1.0 1.2

0.2 0.2 0.1

US CAN BRA CHL COL PER ECU

Reference Markets

Home Markets

(Population MM)(1)(5)

CPG/GDP Growth

1. 2. Source: CIA World Factbook. 3. Source: Economist Intelligence Unit, the World Bank, and The Brookings Institution. 4. Source: Euromonitor

Avg: 26.5

5. CAM: Central America, excludes Panama and Belize

Well-established program poised to capture regional and industry growth potential

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44%

18%

38%

81%

15%

4%

Burn Mix

1. LifeMiles revenues are primarily from the sale of miles, which are referred to “Gross Billings” 2. Breakdown per geography for LifeMiles based on gross billings as of 2014 excluding miles sold to Avianca; for Smiles and Multiplus based on 2015 company filings. 3. Gross billings breakdown by product for LifeMiles, Smiles and Multiplus as of 2014

LifeMiles is a leading loyalty program in Latin America, well diversified across Products and Geographies

… and a Large Variety of Earn/Burn Options

Earn Mix Burn Mix

Financial & Others

Air

Sold Directly to Members

Avianca

Other Avianca Air Partners

100% 100%

48%

25%

5%

22%

…well diversified among its home markets2 …

Brazil Brazil Colombia

CAM

Other

Peru 1% Ecuador

47%

69%

90%

28%

8%

10% 25% 23%

Member Direct

Sponsor Airline

Banks, Retail,Services & Others

… Sources of Revenue by Products3

With a quickly growing Gross Billings Base1…

170 220

250 282

2011 2012 2013 2014

(Gross Biillings by Country) (Proforma Gross Biillings USD millions)

Breakage Rate 18%

CAGR: 13%

~

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46%

69% 69% 71% 75%

2010 2011 2012 2013 2014

Solid Positioning Combined with a Strong Partner Network

Strong network of partners

Selected Airlines

Selected Financial Institutions

Selected Regional Hotels

Other Selected Commercial Partners

As Partner Network Grows Burn/Earn Ratio has Increased2

Coalition program allowing members to accrue and redeem miles across a diverse variety of products and services, including: Air, Hotels, Cars, Shopping, Media, Music, Duty Free

As we diversify the program’s network it should become more relevant to a broader range of consumer

segments

1. Partner Count as of December 2014. New Contracts from June 2014 to June 2015 2. Burn/Earn Ratio calculated as miles redeemed divided by miles issued in a given period of time

Advent’s experience & focus will help to further enhance LifeMiles ability to:

• Enter new markets • Diversify and accelerate Gross Billings base • Strengthen its commercial partner network • Acquire non-airline related expertise (e.g. Retail)

Business model with diversified sources of revenue and track record of innovation

- Significant diversification of revenue by both, product and geography

45+ New Brands added in the last 12 months

Other

Financial

Travel-

Related

Airline

Dec-14

Growing and Diverse Commercial Partners…

200+ Partners

Selected LTM New Contracts

(Partner Count Based on Number of Contracts )1

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Investments(2) (5)

Exits(4)

Investment Professionals(5)

Advent International: Overview

Americas Europe and Asia

Brazil

Colombia

Mexico

United States

France

Germany

Spain

United Kingdom

Czech Republic

Poland

India

China

One of the largest and most experienced global private equity firms focused on investing in well-positioned companies and partnering with management teams to create value through sustained revenue and earnings growth

• Founded in 1984

• US$33.0 billion in assets under management (as of Dec. ‘14)

• Invested US$28.0 billion in over 300 transactions across 40 countries(4)

• Over US$6.0 billion(1) raised for Latin America

• Currently on 6th fund for region, LAPEF VI (2014)

• Global investment platform(4):

• 190+ investment professionals

• 60+ Operating Partners

• 13 offices in 12 countries

• Global investment regions: Current fund:

• Europe / North America/Asia US$10.8 billion

• Latin America US$2.1 billion

Mexico City

São Paulo

Bogotá

Present in Latin America since 1996, with offices in Colombia, Brazil and Mexico

Mexico City

Office opened in 1996

12 investment professionals

23 investments

Bogotá

Office opened in 2011 to cover the Andean Region

11 investment professionals

6 investments

São Paulo

Office opened in 1997

17 investment professionals

19 investments

1 Includes limited partner co-investments; 2 Includes investments from the former Buenos Aires office; 3 Chosen as private equity firm of the year in Latin America Private Equity International/PrivateEquityOnline.com, 2005-2009 , 2011 & 2014. 4. As of March 31, 2015; 5. Investment professionals and Investments as of June 30, 2015. Investments include add-on acquisitions.

Latin American Private Equity Firm of the Year(3) 2005, 2006, 2007, 2008, 2009, 2011, 2014

40

50

33

13 Advent Offices Around the Globe

Extensive footprint in Latin America

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SECTOR GLOBAL EXPERIENCE1 LATIN AMERICA EXPERIENCE2 CARVE-OUT EXPERIENCE2

BUSINESS & FINANCIAL SERVICES

RETAIL, CONSUMER & LEISURE

INDUSTRIAL, AIRPORTS & INFRA-STRUCTURE

Advent International: Global + LatAm Expertise

Strong experience in travel & leisure, retail, financial services and corporate carve-outs

1. Global experience from 2010 to 2015. 2. Latin American and carve-out experience from 2005 to 2015.

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Thank You Contact Information:

Investor Relations Office [email protected] Tel : (57) 1 – 5877700 www.aviancaholdings.com