i BANCO BTG PACTUAL SA and BTG PACTUAL PARTICIPATIONS LTD Admission to listing and ...

754 Pages·2013·9.31 MB·English

BANCO BTG PACTUAL S.A. and BTG PACTUAL PARTICIPATIONS LTD
Admission to listing and trading on NYSE Euronext in Amsterdam of European Units
This prospectus (the"Prospectus") is published in connection with the admission to listing (the
"Listing") on NYSE Euronext in Amsterdam ("NYSE Euronext Amsterdam") of198,511,396European
Units and their underlying securities (the"EuropeanUnits"), each such European Unit representing:(i) one
Banco common share and two Banco Series A preferred shares, in the form of Global Depositary Shares
("GDSs"), and (ii) one BPP Class A voting common share (each a "BPP A Share") and two BPP Class B
non-voting common shares (each a "BPP B Share" and together with the BPP A Shares, collectively, the
"BPP Shares").
THIS PROSPECTUS IS NOT PUBLISHED IN CONNECTION WITH AND DOES NOT
CONSTITUTE AN OFFER OF SECURITIES BY OR ON BEHALF OF US IN THE EUROPEAN
ECONOMIC AREA AND HAS ONLY BEEN PREPARED FOR THE PURPOSE OF ADMITTING
AND LISTING THE EUROPEAN UNITS, THE GDSs AND BPP SHARES ON NYSE EURONEXT
AMSTERDAM.
Banco BTG Pactual S.A. ("Banco BTG Pactual") is a publicly held company, incorporated under
the laws of Brazil (sociedade por ações de capital aberto).Banco BTG Pactual was incorporated on January
18, 1979 under registration number 33.300.000.402. BTG Pactual Participations Ltd ("BTG Pactual
Participations") is a limited liability exempted company, incorporated under the laws of Bermuda. BTG
Pactual Participations was incorporated on March 26, 2010 under registration number 44126. In this
Prospectus, "we", "our", "us","the BTG Pactual Group"and "BTG Pactual" refer to Banco BTG Pactual,
BTG Pactual Participations, BTG Investments L.P. and their respective subsidiaries, collectively.
Prior to the Listing, the European Units were admitted to trading on NYSE Alternext in Amsterdam
("NYSE Alternext Amsterdam"), the multilateral trading facility operated by Euronext Amsterdam N.V.
("Euronext Amsterdam"), underthe symbol "BTGP" and with the ISIN Code US05890C3034. Application
has been made to list all European Units under the symbol"BTGP"and with the ISIN Code US05890C3034
on NYSE Euronext in Amsterdam ("NYSE Euronext Amsterdam"), the regulated market operated by
Euronext Amsterdam. Following, and subject to, admission of the European Units to trading and listing on
NYSE Euronext Amsterdam, it is envisaged that trading of the European Units on NYSE Alternext
Amsterdam will be ceased.
Trading in the European Units on NYSE Euronext Amsterdam is expected to start on or about October
10, 2013 (the"First Trading Date"). All dealings in European Units prior to the Listing are at the sole risk of
the parties concerned. We, Euronext Amsterdam and our listing agent donot accept any responsibility or
liability with respect to any person as a result of the withdrawal of the Listing or the (related) annulment of
any transaction in European Units on NYSE Euronext Amsterdam. Initial settlement of trades onNYSE
Euronext Amsterdam onthe First Trading Date is expected to take place on or about October 15, 2013. This is
also the first day of irrevocable trading of the European Units on NYSE Euronext Amsterdam. Starting on
i
such date, all European Units will be tradeable on NYSE Euronext Amsterdam, andtrading of the European
Units will no longer be possible on NYSE Alternext Amsterdam. It is not expected that the GDSs or the BPP
Shares will become separately tradeable on NYSE Euronext Amsterdam.
Settlement of the European Unitstraded on NYSE Euronext Amsterdamis expected to take place on or
aboutOctober 15, 2013through the book entry systems of the Centraal Instituut voor Giraal Effectenverkeer
B.V. ("Euroclear Nederland").
INVESTING IN THE EUROPEAN UNITS INVOLVES RISKS. SEE"RISK FACTORS"
BEGINNING ON PAGE22OF THIS PROSPECTUS FOR A DESCRIPTION OF THE MATERIAL
RISKS THAT SHOULD BE CONSIDERED BEFORE INVESTING IN THE EUROPEAN UNITS.
This document constitutes a prospectus for the purposes of Article 3 of the Directive 2003/71/EC and
amendments thereto, including Directive 2010/73/EU to the extent implemented in the relevant European
Economic Area member state ("Prospectus Directive") and has been prepared in accordance with Article 5:9
of the Financial Markets Supervision Act (Wet op het financieel toezicht; the"FMSA") and the rules
promulgated thereunder. This Prospectus has been approved by and filed with the Netherlands Authority for
the Financial Markets (Stichting Autoriteit Financiële Markten, the"AFM").
THIS INFORMATION DOCUMENT IS NOT DIRECTED AT PERSONS IN THE UNITED STATES
OR OTHER U.S. PERSONS (AS DEFINED IN REGULATION S OF THE U.S. SECURITIES ACT
OF 1933, AS AMENDED (THE "SECURITIES ACT") OR PERSONS RESIDENT OR LOCATED IN
ANY OTHER JURISDICTION WHERE SUCH ACCESS WOULD VIOLATE ANY APPLICABLE
LAW OR REGULATION.
NOTHING IN THIS INFORMATION DOCUMENT CONSTITUTES AN OFFER OF UNITS AND
UNDERLYING SECURITIES (THE "SECURITIES") IN THE UNITED STATES AND ANY
OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DO SO. THE SECURITIES HAVE NOT
BEEN, AND WILL NOT BE, REGISTERED UNDER THE SECURITIES ACT OR THE
SECURITIES LAWS OF ANY STATE OF THE UNITED STATES, AND MAY NOT BE OFFERED
OR SOLD IN THE UNITED STATES OR TO A U.S. PERSON (AS DEFINED IN REGULATION S)
ABSENT REGISTRATION OR AN APPLICABLE EXEMPTION FROM THE REGISTRATION
REQUIREMENTS. BANCO BTG PACTUAL S.A. AND BTG PACTUAL PARTICIPATIONS LTD.
HAVE NOT BEEN REGISTERED UNDER THE U.S. INVESTMENT COMPANY ACT OF 1940, AS
AMENDED (THE"INVESTMENT COMPANY ACT"). NO PUBLIC OFFERING OF SECURITIES
IS BEING MADE IN THE UNITED STATES. THE SECURITIES OFFERED AND SOLD OUTSIDE
THE UNITED STATES ARE BEING OFFERED IN RELIANCE ON REGULATION S UNDER THE
SECURITIES ACT.
Prospectus datedOctober 8, 2013
TABLE OF CONTENTS
SUMMARY...............................................................................................................................4
RISKFACTORS.....................................................................................................................22
IMPORTANTINFORMATION.................................................................................................48
PRESENTATION OFFINANCIAL ANDOTHERINFORMATION...............................................51
EXCHANGERATES...............................................................................................................60
USE OFPROCEEDS................................................................................................................62
CAPITALIZATION ANDINDEBTEDNESS................................................................................63
SELECTEDFINANCIAL ANDOPERATINGINFORMATION.....................................................66
MANAGEMENT’SDISCUSSION ANDANALYSIS OFFINANCIALCONDITION ANDRESULTS OF
OPERATIONS......................................................................................................................74
INDUSTRYOVERVIEW........................................................................................................174
REGULATORYOVERVIEW.................................................................................................201
BUSINESS............................................................................................................................224
MANAGEMENT...................................................................................................................281
OURPARTNERSHIP ............................................................................................................295
CONSORTIUMSHAREHOLDERSAGREEMENT....................................................................302
BTGIPARTNERSHIPAGREEMENT....................................................................................308
PRINCIPALSHAREHOLDERS..............................................................................................311
PARTNERSHIPLOANTRANSACTIONS................................................................................316
WITHDRAWALAGREEMENTS............................................................................................319
RELATEDPARTYTRANSACTIONS......................................................................................321
DESCRIPTION OFCAPITALSTOCK....................................................................................323
DESCRIPTION OFUNITS,BDRS ANDGDSS.......................................................................351
MARKETINFORMATION....................................................................................................377
DIVIDENDS ANDDIVIDENDPOLICY...................................................................................385
TAXATION...........................................................................................................................390
CERTAINERISACONSIDERATIONS..................................................................................409
TRANSFERRESTRICTIONS.................................................................................................411
ENFORCEMENT OFJUDGMENTS........................................................................................425
LEGALMATTERS...............................................................................................................427
INDEPENDENTAUDITORS...................................................................................................428
DOCUMENTSINCORPORATED BYREFERENCE..................................................................429
DEFINITIONS.......................................................................................................................430
ANNEXA:DIFFERENCESBETWEENBRAZILIANGAAPANDIFRS.................................434
INDEX TOFINANCIALSTATEMENTS..................................................................................F-1
SUMMARY
A summary inthis form is required to be included in the prospectus by the Prospectus Directive and
related regulations. Summaries are made up of disclosure requirements known as ‘‘Elements’’. These
Elements are numbered in Sections A-E (A.1-E.7). This summary contains all the Elements required to be
included in a summary for this type of securities and issuer. Because some Elements are not required to be
addressed, there may be gaps in the numbering sequence of the Elements.Even though an Element may be
requiredto be inserted in the summary because of the type of securities and issuer, it is possible that no
relevant information can be given regarding the Element. In this case a short description of the Element is
included in the summary with the mention of ‘‘notapplicable’’.
Section A—Introduction and Warnings
A.1 Introduction
This summary should be read as an introduction to the Prospectus. Any decision to invest in the European
Units (as defined in C.1 below) should be based on consideration of this Prospectusas a whole by the
investor. Where a claim relating to the information contained in this Prospectus is brought before a court, the
plaintiff investor might, under the national legislation of the member states of the European Economic Area,
have to bear thecosts of translating this Prospectus before the legal proceedings are initiated. Civil liability
attaches only to those persons who have tabled the summary including any translation thereof, but only if the
summary is misleading, inaccurate or inconsistent when read together with the other parts of this Prospectus
or it does not provide, when read together with the other parts of this Prospectus, key information in order to
aid investors when considering whether toinvest in such securities.
Section B—Issuer
B.1 Legal and Commercial Name
Banco BTG Pactual S.A. and, unless the context requires otherwise, its consolidated subsidiaries ("Banco
BTG Pactual") and BTG Pactual Participations Ltd and, unless the context requires otherwise, its consolidated
subsidiaries ("BTG Pactual Participations") (together with BTGI and their respective subsidiaries,
collectively, "BTG Pactual,""the BTG Pactual Group"or"we").
B.2 Domicile/Legal Form/Legislation/Country of Incorporation
Banco BTG Pactual is a publicly heldcompany, incorporated under the laws of Brazil (sociedade por ações
de capital aberto).
BTG Pactual Participations is a limited liability exempted company incorporated under the laws of Bermuda.
B.3 Business Description and Key Factors Affecting Resultsof Operations
We are an investment bank, asset manager and wealth manager with a dominant franchise in Brazil. In
addition, we have established a successful international investment and distribution platform. Currently, we
have offices on four continents,and provide a comprehensive range of financial services to a Brazilian and
global client base that includes corporations, institutional investors, governments and high net worth
individuals, or HNWI. Our seven business units are:
• Investment Banking, which provides financial advisory and capital markets services;
• Corporate Lending, which offers financing and loan guarantees to corporations;
• Sales and Trading, which offers financial products and services to a diverse group of clients in local
and international markets, including market-making, brokerage and clearing services, and derivatives,
interest rate, foreign exchange, equities, energy and commodities transactions for hedging and trading
purposes;
• Asset Management, which offers asset managementservices with a broad range of products across
major Brazilian and international asset classes to Brazilian and international clients;
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SUMMARY
• Wealth Management, which provides investment advisory and financial planning services and
investment products to HNWI;
• PanAmericano, our commercial and consumer banking business conducted through Banco
PanAmericano, an independent Brazilian bank that we have co-controlled since mid-2011, which
focuses on granting automobile loans, direct consumer loans, payroll deduction loans, middle market
loans and mortgages, primarily to individuals and corporations in Brazil; and
• Principal Investments, which involves our capital investments with respect to a broad range of
financial instruments, including merchant banking and real estate investments in Brazil and
investments in a variety of financial instruments in global markets, which investments are primarily
managed by ourasset managementunit.
BTGI used toconductactivities related to the business units InvestmentBanking, SalesandTrading, Asset
Management, WealthManagement and PrincipalInvestments. However, due to the corporate restructuring
described elsewhere in this Prospectus,sinceSeptember 2011, BTGI and consequently,BTG Pactual
Participationsconductsactivitiesrelated exclusively toPrincipal Investments business unit. Banco BTG
Pactualconductsactivitiesrelatedto allbusiness unitsfor the years ended December 31, 2010, 2011 and
2012, except for PanAmericano which started in 2011 withBanco BTG Pactual’sacquisition of the co-
controlling interestin Banco PanAmericano.
B.4a Known Trends
Most of our operations are conducted in Brazil. Accordingly, we are significantly affected by the general
economic environment in Brazil. In addition, we derive substantial revenues from non-Brazilian securities
and, therefore, are also subject to global economic conditions and, in particular, fluctuations in worldwide
financial markets.
Economic activity in Brazil strengthened in 2010. The authorities increased theSELIC rate to 10.75%
between April and July 2010, and maintained that rate through the end of the year. In 2010, the GDP in Brazil
grew 7.5% and the inflation rate was 5.9%. In addition, the real appreciated 3.5% against the U.S. dollar,
closing at R$1.67per US$1.00 as of December 31, 2010.
Further tightening of macroeconomic policies occurred in 2011. The federal government announced cuts to
the budget and, on July 20, 2011, the Central Bank increased the SELIC rate to 12.5%. Regulatory measures
of credit restraint were also adopted. However, due to the worsening global macroeconomic environment and
its potential impact on Brazilian economic growth and inflation levels, the Central Bank decided to decrease
the SELIC rate over the course of the second half of 2011 in various steps to 11.0% as of December 31, 2011,
in order to stimulate the economy while maintaining inflation within the acceptable range established by the
Central Bank. In 2011, the IPCA inflation accumulated a variation of 6.5%, while the exchange rate reached
R$1.88 per US$1.00 as of December 31, 2011, representing a 12.0% depreciation compared to the exchange
rate as of December 31, 2010.
The unstable international economic environment in 2011, which we believe reflected, among other things,
concerns with fiscal difficulties in Europe, impacted Brazil’s stock market, which decreased 18.1% in 2011 as
measured by the IBOVESPA index.
After afirst half of 2011 marked by risk events and political turmoil in Greece, elections in France and the
Spanish bank bailout, the third quarter of the year was marked by an improved political scenario and more
accommodative monetary policies in many advancedand emerging economies. In Brazil, the loosening of the
monetary policy since mid-2011 and the several other economic stimulus measures implemented by the
government were expected to generate greater momentum toward the end of the year.
Signs of recoveryin economic activity strengthened in 2012. The unemployment rate continued at historic
lows and the slower pace of formal employment growth appears to reflect supply side constraints. Credit
aggregates showed moderate growth in 2012 but overall credit conditions have improved in recent months,
with a continued decline in interest rates, lower pressure on delinquencies and some recovery in vehicle
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SUMMARY
financing. Retail sales growth continued to run in line with this trend while industrial activity, the weaker spot
of the economy in recent quarters, posted its third monthly expansion in a row in August 2012, before
showing some accommodation in September 2012. There were also signs of more adjusted inventories.
Brazil’s IPCA consumer price index ended 2012 around5.8%, far above the 4.5% center point of the
country’s annual inflation target, mainly due to food and beverages inflation, which represents 39% of the
index, increasing 9.86%, primarily attributable to a rise in the prices of food. Food consumed at homebecame
10.04% more expensive mostly due to climatic problems and rose much more than the 5.43% rate increase in
2011. In addition, there was an upward contribution from the fading impact of tax breaks for durable goods
which had previously played a crucialrole. The general price index (IGP) also accelerated during 2012,
increasing 7.2%.
Regarding monetary policy, the SELIC rate was cut by 325 bps in 2012, from 10.50% in January 2012 to
7.25% in early October 2012, which was maintained at the December 2012meeting of the Central Bank’s
Committee on Monetary Policy (Comitê de Política Monetária), or COPOM. Since the commencement of the
monetary easing cycle in July 2011, SELIC rate cuts totaled 5.25%. COPOM has indicated a clear intention to
maintain the SELIC rate at its current level for a prolonged period of time.
The following table presents key data relating to the Brazilian economy for the periods indicated:
For the year ended December 31,
2010 2011 2012
GDP growth................................................................................................. 7.53% 2.73% 0.87%
CDI rate(1).................................................................................................... 9.71% 11.60% 8.37%
TJLP(2).......................................................................................................... 6.00% 6.00% 5.25%
SELIC rate(3)................................................................................................ 10.75% 11.00% 7.25%
Appreciation (depreciation) ofrealagainst the U.S. dollar(4)....................... 3.47% (11.98)% (8.57)%
Selling exchange rate (at period end) R$ per US$1.00(5)............................. R$1.67 R$1.88 R$2.04
Average exchange rate R$ per US$1.00(6)................................................... R$1.76 R$1.67 R$1.95
Inflation (IGP-M)(7)...................................................................................... 11.32% 5.10% 7.81%
Inflation (IPCA)(8)........................................................................................ 5.91% 6.50% 5.84%
Sources: BNDES, Central Bank, IBGE and Economática.
(1) The Interbank Deposit Certificate (Certificado deDepósito Interbancário), or CDI, is the average daily interbank
deposit rate in Brazil (at the end of each month and annually).
(2) Taxa de Juros de Longo Prazo, or TJLP, represents the long-term interest rate applied by BNDES for long-term
financing (atthe end of the period).
(3) The benchmark interest rate payable to holders of some securities issued by the Brazilian government and traded on
the SELIC (at the end of period).
(4) Calculated for 2010, 2011 and 2012 using the exchange rate for conversion of U.S. dollars intoreaison December 31
as compared to January 1 of the same year.
(5) The selling exchange rate at the end of the period.
(6) Average of the selling exchange rates on the last day of each month during the period.
(7) The inflation rate is the general index of market prices (Índice Geral de Preços–Mercado) or IGP-M, as calculated
by FGV.
(8) The inflation rate is the Consumer Price Index, as calculated by the IBGE.
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SUMMARY
B.5 Structure of the Group
The diagram below depicts the simplified ownership structure of the BTG Pactual Group. For information
regarding our principal subsidiaries, see"Business—Subsidiaries."
Partnership
100%
Non-Controlling Shareholders Unit Holders BTG Pactual Holding S.A.
71.9%(2)Partnership Equity
20.4%(3),(5) 1.5%(4) Units acquired at market 93.2%(1),(3),(5) 6.8%(1),(4)Units acquired at market
6.2%(3)
BancoBTG Pactual S.A. BTG Pactual Participations Ltd.
100.0%
BTG Bermuda LP Holdco Ltd.
21.9%
71.9%(2)
6.2%(3) Partnership
BTG Investments LP
Equity
Brazil Abroad
(1) Percentages in BTG Pactual Participations shown in the chart above reflect economicinterests only through
ownership of BPP Class A shares and BPP Class B shares. André Santos Esteves exercises control over BTG Pactual
Participationsthrough his indirect control of the BPP Class C share.
(2) Excludes the 2.3% purchased by the ParticipatingPartners at the same time, and on the same terms, as the members
of the Consortium in December 2010.
(3) The 6.2% ownership in BTGI is comprised of the following: 2.3% by the Participating Partners; 1.6% by (part of) the
members of the Consortium; and 2.2% byformer partners of Celfin and is convertible at any time, upon election of
the Non-Controlling Shareholders, into shares of BTG Pactual Participations, at which time such interest would form
part of the Units.
(4) Includes Units acquired by BTG Pactual Holdingin the initial public offering (and thereafter in open market
purchases), and as a resultthese Unitsare indirectly held by the Partners in proportion to their respective Partnership
Equity interests.
(5) With respect to the 26.6% ownership in Banco BTG Pactual (i.e. 6.2% + 20.4%), such ownership is comprised of the
following: 8.0% by members of the Consortium; 2.3% by the Participating Partners; 2.2% by former partners of
Celfin; 0.3% by former partners of Bolsa y Renta; 0.6% (purchased as Units representing these shares) by the
Merchant Banking Partnership, which is owned by the Partners in the same proportion as the Partnership Equity and
controlled by André Santos Esteves; 0.2% by other investment vehicles which are wholly-owned or controlled by
André Santos Esteves; and the remaining 13.1% is held by other Unit holders as part of the free float. With respect to
the 93.2% ownership in BTG Pactual Participations, such ownership is comprised of the following: 29.0% by
members of the Consortium; 2.5% by the Merchant Banking Partnership; 0.7% by other investment vehicles which
are wholly-owned or controlled by André Santos Esteves; 1.2% by former partners of Bolsa y Renta; and the
remaining 59.8% is held by other unit holders as part of the free float.
B.6 Major Shareholders
The tables below present the major shareholders of the entitiesas of September 20, 2013. See"Principal
Shareholders"for further information.
Banco BTG Pactual
As of September20, 2013, Banco BTG Pactual’s outstanding capital stock was R$6,406,862,731.03, fully
subscribed and paid-in, represented by 2,714,902,212 shares, all nominative, in book-entry form and without
par value, consisting of 1,390,671,404 common shares, 508,380,404 Series A preferred shares and
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SUMMARY
815,850,404 Series B preferred shares. Banco BTG Pactual’s capital stock can be increased (without requiring
any amendment to its by-laws) up to the limit of 10,000,000,000 shares, subject to the limitation provided for
in article 15, §2, of Brazilian Corporations Law (which restrictsthe number of preferred shares without voting
rights to fifty percent of all issued shares), by resolution of Banco BTG Pactual’s board of directors, which
shall establish the issue price, the number of common shares and/or preferred shares to be issued and any
additional conditions for the subscription and payment of such shares. Any increase in the capital stock of
Banco BTG Pactual must be approved by the Central Bank.
The following table sets forth information as of September 20, 2013 relating to the ownership of Banco BTG
Pactual’s shares by (i) each beneficial owner of 5.0% or more of Banco BTG Pactual’s preferred shares or
common shares, (ii) the holders of Units that are part of the free float (excluding Units held, directly or
indirectly, by Partners, BTG Pactual Holding, the Merchant Banking Partnership and members of the
Consortium) as a group, (iii) the Participating Partners (other than Mr. Esteves) as a group, and (iv) the former
partners of Celfin as a group and the former partners of Bolsa yRenta as a group. The table below does not
account for any of Banco BTG Pactual’s common shares or preferred shares that may be issued upon
conversion of Banco BTG Pactual’s Series B preferred shares into Series A preferred shares or common
shares.
Series A Series B
Principal Shareholder Common preferred preferred
André Santos Esteves.....................................................................1..,.1..6..5..,273,391 57,584,379 815,850,404
Members of the Consortium................................................................7..2..,485,508 144,971,016 –
Participating Partners as a group (other than André
Santos Esteves).................................................................................1..2..,098,601 24,197,201 –
FormerCelfin Partners as a group.......................................................1..9..,865,336 39,730,672 –
FormerBolsa y Renta Partners as a group............................................2..,302,068 4,604,136 –
Free float (as defined above) ............................................................1..1..8..,646,500 237,293,000 –
Total ..............................................................................................1..,.3..9..0..,671,404 508,380,404 815,850,404
BTG Pactual Participations
As of September 20, 2013, there are 651,212,995 shares of capital stock of BTG Pactual Participations issued
and outstanding, consisting of 198,511,396 BPP Class A shares, 397,022,792 BPP Class B shares, 1 BPP
Class C share and55,678,806 BPP Class D shares.Since the BPP Class C shares and BPP Class D shares are
voting-only shares and have no economic rights in BTG Pactual Participations, the table below presents
information relating to the shareholders that have more then 5.0%of the economic ownership in BTG Pactual
Participations (represented by BPP Class A shares and BPP Class B shares). In addition, the following table
sets forth information relating to the ownership of shares of BTG Pactual Participations as of the date ofthis
Prospectus, by (i) the beneficial owner of the BPP Class C share, (ii) each beneficial owner of 5.0% or more
of the BPP Class D shares, (iii) the former partners of Celfin as a group and the former partners of Bolsa y
Renta as a group, and (iv) theholders of Units that are part of the free float (excluding Units held or
controlled, directly or indirectly, by Partners, BTG Pactual Holding, the Merchant Banking Partnership, the
members of the Consortium and the former partners of Celfin and Bolsa y Renta) as a group. The table below
does not account for the consummation of any transactions that may be affected pursuant to the Withdrawal
Agreements. See"Withdrawal Agreements."
Number of BTG Pactual Participations Shares
Principal Shareholder Class A Class B Class C Class D
André Santos Esteves................................................................. 19,999,600 39,999,200 1 -
Members of the Consortium....................................................... 57,563,228 115,126,456 - 14,922,280
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SUMMARY
Prince Investments, Ltd.............................................................. - - - 20,891,190
Former Celfin Partners............................................................... - - - 19,865,336
Former Bolsa y Renta Partners................................................... 2,302,068 4,604,136 - -
Free-Float (as defined above)..................................................... 118,646,500 237,293,000 - -
Total 198,511,396 397,022,792 1 55,678,806
BTGI
As of September 20, 2013, there is 2,714,902,212 BTGI limited partnership interests issued and outstanding,
consisting of 1,674,623,797 BTGI Class A partnership interests, 277,707,809 BTGI Class B partnership
interests, 595,534,188 BTGI Class C partnershipinterests and 167,036,418 BTGI Class D partnership
interests.
As is the case with Bermuda limited partnerships, the BTGI Partnership Agreement provides for the
management of our business and affairs by a general partner rather than a board of directors.BTG Pactual
Participations serves as the sole general partner of BTGI; however, pursuant to the bye-laws of BTG Pactual
Participations, BTG Pactual Participations may not take certain actions in its capacity as the general partner of
BTGI without the approval of the holder of the BPP Class C share.
The following table sets forth information relating to the ownership of each beneficial owner of 5.0% or more
of the BTGI limited partnership interests. The table below does not account for the consummation of any
transactions that may be affected pursuant to the Withdrawal Agreements. See"Withdrawal Agreements."
Number of BTGI Partnership Interests
Partner Class A Class B Class C Class D
André Santos Esteves......................................................5..0..3.,691,046 48,637,639 19,745,321 26,377,768
BTG Pactual Participations.................................................. - - 595,534,188 -
Members of the Consortium................................................. - - 172,689,684 44,766,840
Participating Partners (other othan Mr. Esteves)
as a group...................................................................... - - - 36,295,802
Former Celfin Partners as a group........................................ - - - 59,596,008
Partnership Equity(other than such equity held by
Mr. Esteves)..........................................................1..,.1..7.0..,932,751 229,070,170 - -
Total............................................................................1..,.6..7..4.,623,797 277,707,809 595,534,188(1) 167,036,418
(1) For purposes of reporting the total number of BTGI Class C partnership interests beneficially owned in the
tableabove (and the corresponding total percentages of BTGI LP interests), the number of such interests
that may be deemed to be beneficially owned by Mr. Esteves and the members of the Consortium have
been ignored to avoid double counting since all of such interests are directly held by BTG Bermuda
Holdco and indirectly held by BTG Pactual Participations and are reported in the table above as
beneficially ownedby BTG Pactual Participations.
B.7 Selected Historical Key Financial Information and Results of Operation
The following table shows key performance data on a combined basis for the periods indicated:
As of and for the year ended December 31, CAGR
2010 2011 2012 2010-2012
(in R$ millions, except as otherwise indicated) %
Total revenue(1) ............................................... 2,524.7 3,201.0 6,817.6 64.3%
Net income ...................................................... 1,127.2 1,921.7 3,255.6 70.0%
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SUMMARY
Shareholders’ equity ....................................... 7,346.4 8,540.1 14,145.0 38.8%
ROAE (%)(3)(4)................................................ 27.5% 24.2% 28.7% -
AUM and AUA (in R$ billions)(2).................. 91.5 120.1 170.7 36.60%
WUM (in R$ billions)(2) ................................ 31.2 38.9 62.2 41.20%
BIS capital ratio .............................................. 21.5% 17.7% 17.3% -
(1) Derived from our unaudited adjusted income statement.
(2) Unaudited.
(3) We determine our average shareholders’ equity based on the initial and final net equity for the period.
(4) Figures arepresented on an annualized basis.
B.7.1 Banco BTG Pactual
Selected Consolidated Balance Sheets (IFRS–audited)
As of December 31,
2010 2011 2012 2012
(in R$ millions) (in US$ millions)
Assets
Cash and balances at Central Bank..................................... 1,622.5 1,391.4 1,024.4 501.3
Financial assets at fair value through profit or loss
Financial assets held for trading..........................................34,582.8 36,291.8 62,592.7 30,630.1
Financial assets designated at fair value through
profit and loss......................................................................23,269.8 7,728.6 6,324.1 3,094.7
Derivative financial instruments......................................... 3,329.7 3,271.9 9,993.9 4,890.6
Loans and receivables
Open market investments.................................................... 1,854.0 10,895.8 15,726.9 7,696.1
Amounts receivable from banks.......................................... 86.7 958.6 1,917.8 938.5
Other loans and receivables................................................. 4,238.3 8,278.5 10,324.5 5,052.4
Held-to-maturity financial assets......................................... - 3,788.5 4,100.4 2,006.6
Deferred tax assets.............................................................. 923.7 1,387.9 1,550.1 758.6
Other assets......................................................................... 2,746.5 6,900.9 6,998.7 3,424.9
Investment in associates and jointly controlled
entities................................................................................. - 733.3 2,561.1 1,253.3
Property, plant and equipment............................................ 197.9 58.4 95.7 46.8
Intangible assets.................................................................. 198.7 706.3 1,215.2 594.7
Total assets..........................................................................73,050.6 82,392.1 124,425.7 60,888.5
Liabilities and shareholders' equity
Financial liabilities at fair value through profit or
loss
Financial liabilities held for trading....................................19,053.0 13,215.4 11,637.5 5,694.9
Derivative financial instruments......................................... 3,382.6 3,178.2 10,149.3 4,966.6
Financial liabilities carried at amortized cost
Open market funding..........................................................30,800.2 29,949.2 49,064.9 24,010.2
Amounts payable to banks.................................................. 338.9 576.4 627.1 306.9
Other financial liabilities carried at amortized cost.............11,891.9 22,850.8 30,993.3 15,166.8
Tax liabilities...................................................................... 570.0 759.9 1,535.2 751.3
Other liabilities.................................................................... 1,476.2 5,316.8 9,975.7 4,881.7
Totalshareholders’ equity and non-controlling
shareholders........................................................................ 5,537.7 6,545.5 10,442.8 5,110.3
Total liabilities....................................................................73,050.6 82,392.1 124,425.7 60,888.5
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