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Profile: Batista Family Brazil 3-Oct-16 | Jbs, J&F Investimentos, Eldorado Brasil Celulose, Banco Original

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Profile: Batista Family Brazil 3-Oct-16 | Jbs, J&F Investimentos, Eldorado Brasil Celulose, Banco Original PROFILE: BATISTA FAMILY BRAZIL 3-OCT-16 | JBS, J&F INVESTIMENTOS, ELDORADO BRASIL CELULOSE, BANCO ORIGINAL The Batista family founded and controls JBS, the world’s Shareholder-related risk largest meat-processing company, which expanded globally via acquisitions in the past decade. Succession Moderate JBS founder Jose Batista Sobrinho, who Risk is in his 80s, has handed over leadership The family also owns pulp and paper company Eldorado Risk associated to his sons but remains involved. Brasil Celulose, shoe maker Alpargatas, cosmetics and clean- with generational All three sons have experience managing transfer of wealth ing product maker Flora and lender Banco Original. and management JBS and are in their 40s and 50s. Strong political connections and financing from state-owned Political High JBS has been Brazil’s top campaign banks facilitated the growth of JBS and other group com- Risk contributor and the family is currently panies. The family and its companies are now implicated in Political exposure implicated in corruption investigations politically-linked corruption investigations. due to government related to politically-linked financing. relationships JBS CEO Wesley Batista was detained for questioning by Legal and High Joesley and Wesley Batista, the group’s police on 5 Sep in an investigation of fraud at state pension Regulatory Risk top executives, have been implicated in funds that invested in Eldorado Brazil Celulose. He and his Risk associated corruption investigations. Joesley has brother Joesley, the chairman of JBS, were suspended from with lawsuits, been charged with financial crimes. management roles by a court order but reinstated in a prosecution and regulatory sanctions JBS has been a target of anti-trust and deal with prosecutors. labor regulators in Brazil and the US. Transparency High A large stake in the family’s main holding CONTENTS PAGE Risk company is held by Delaware-based Risk due to opaque Blessed Holdings, whose ultimate own- Family structure 3 corporate owner- ership has been disputed. JBS denied Corporate structure 4 ship and offshore holding structures being behind Blessed and has named Affiliations 6 offshore companies as the owners. Risk factors 7 Governance High Anti-trust regulator CARF imposed BRL Capital structure (JBS) 8 Risk 3bn in fines and back taxes on JBS for Acquisitions 10 Risk associated alleged fraud and damage to minority News 11 with corporate shareholders through mispricing of governance, fraud and corruption shares and use of an illegal structure in its 2009 merger with Bertin. INTRODUCTION Expansion Risk High Rapid expansion and diversification The family of Jose Batista Sobrinho controls JBS SA, which has grown Risk created by beyond the group’s core business may rapidly from a regional beef producer into world’s largest meatpacker business growth pressure the group’s financial and and diversification through a series of acquisitions funded in large part by the Brazilian management resources. government. The purchase of US-based Swift & Co. (renamed JBS USA Holdings) in 2007, Smithfield Inc (renamed JBS Packerland) in 2008 Credit History Moderate Near-term liquidity is adequate but and NASDAQ-listed Pilgrim’s Pride Corp in 2009 gave JBS large shares Risk legal difficulties create uncertainty. of the US markets in beef, pork and chicken. Through its holding com- Bankruptcy or The family has made use of the foreign default risk capital markets, but also long relied on pany, J&F Investimentos SA, the family also controls pulp and paper related to share- company Eldorado Brasil Celulose SA, dairy product maker Vigor Ali- holder history state banks for loans, some of which mentos SA, shoe and apparel manufacturer Alpargatas SA, online lender were converted to equity. Banco Original SA and cosmetics and cleaning product maker Flora. Ratings indicate the probability of business disruption or loss of investment value. J&F is also involved in the property, media and energy sectors. Jose High = over 50% or already occurring; Low = not of concern in the foreseeable future Batista Junior controls a separate, beef-focused business group. Jose Batista Sobrinho founded JBS predecessor Friboi in 1953 in Goias Media coverage of the Batista family often focuses on their rural origins state. He is described variously as having started out as a butcher or and blue-collar upbringing. They present themselves as hyper-successful rancher, but his primary business began with the acquisition of slaughter- butchers, rather than owners of what has essentially become a state- houses. The company had government ties early on, obtaining contracts backed investment fund. There is some truth to the rustic image – to supply beef to workers building the new capital, Brasilia. Most of Jose Batista Sobrinho speaks with a country accent and boasts that he the company’s expansion, however, has come under the leadership put his children to work in slaughterhouses as teenagers. But while the of his three sons: Jose Batista Junior, Wesley and Joesley. Each has Batistas prefer to talk about their butchering skills, their business owes had his turn as CEO, with Wesley holding the title as of 2016. more to aggressive deal-making and government financing. Page 1 PROFILE: BATISTA FAMILY BRAZIL 3-OCT-16 | JBS, J&F INVESTIMENTOS, ELDORADO BRASIL CELULOSE, BANCO ORIGINAL BNDES FINANCING AND AUDIT Key family members in JBS The Batista family’s government relationships, particularly their ties with state-owned banks, have been both a strength and a weakness (see Jose Batista Sobrinho Founded JBS in 1953 as a butcher Affiliations on p.6 and Risk Factors on p.7). JBS was the largest donor (led JBS 1953-1980s) shop and expanded into slaughter- in the 2010 and 2014 presidential election campaigns, giving mostly to Regional growth houses starting in the 1960s; President Dilma Rousseff’s Worker’s Party (PT) and the Brazilian Social developed government ties while Democracy Party (PSDB), but also to the Brazilian Democratic Move- supplying beef to contractors in Brasilia ment Party (PMDB) of current president Michel Temer, according to Jose Batista Junior Refocused JBS from regional to national campaign finance disclosures. Rousseff was suspended in May amid (1980s-2005) market, and expanded domestically allegations the she allowed manipulation of government accounts, and National expansion via acquisitions; began diversification was impeached in August. beyond meat industry with founding State-owned Brazilian Development Bank (BNDES) provided financing of hygiene product-maker Flora; for the Batista family’s landmark acquisitions, including Swift, Smithfield left JBS to run for political office and Pilgrim’s Pride. Other Brazilian conglomerates that enjoyed the patronage of BNDES include the EBX Group – controlled by Eike Batista Joesley Batista Oversaw the most aggressive period of (no relation), whose fall has come to symbolize Brazil’s economic (2007-2011) JBS’ M&A-driven global expansion, collapse – and the Odebrecht Group, whose CEO Marcelo Odebrecht Acquisition-fueled marked by the acquisition of Pilgrim’s was sentenced to prison this year for paying kickbacks to Petrobras global expansion Pride, Swift and Smithfield with officials. BNDES has a history of picking and supporting “national financing from BNDES; named chairman in 2011 champions” with the aim of cultivating globally competitive Brazilian companies. This has led to accusations of preferential treatment for Wesley Batista Moved to the US in 2007 to oversee politically favored conglom-erates, as well as complaints that the (2011-present) the integration of acquisitions there; bank’s subsidized lending distorts markets in Brazil and abroad. Consolidation and returned to Brazil in 2011 as CEO; BNDES has provided both debt and equity financing, and at one point damage control leadership has been marked by reduced owned over 30% of JBS. The stake was reduced in 2012 when some M&A, less dependence on Brazil shares were transferred to state-owned bank Caixa Econômica Fed- government funds, and increased use eral, and now stands at 20.36%. BNDES provided BRL 10.6bn in financing international capital markets with to JBS between 2005 and 2014, according to press reports citing Brazil’s frequent USD bond issuance Federal Court of Accounts (TCU). An audit of BNDES by the TCU in 2015 found evidence that JBS had In addition, Joesley has been charged with financial crimes in rela- received “privileged treatment”. The TCU raised questions about the tion to alleged illegal loans made indirectly by Banco Original to group speed with which BNDES approved loans to JBS, and alleged that the companies. Batista family members and companies have denied all financing caused losses to BNDES and the government. The audit is also accusations against them. investigating alleged irregularities in a loan to finance the attempted acquisition of National Beef, which was abandoned after an antitrust NEW YORK IPO lawsuit by the US Justice Department, according to Brazilian daily Valor. Amid difficulties in Brazil, the Batista family is working to refocus JBS overseas. While the pace of deals has slowed, JBS made two large OTHER INVESTIGATIONS foreign acquisitions last year: it paid USD 1.45bn for Cargill Pork LLC, J&F Investimentos and Eldorado Brasil Celulose are also implicated in the “Greenfield” investigation into fraud at state-owned pension and USD 1.5bn for poultry producer Moy Park Ltd, the UK unit of Bra- funds. The funds are accused of acquiring stakes in favored companies zil’s Marfrig Global Foods SA. JBS announced in May that its overseas at inflated prices. Wesley and Joesley Batista were briefly suspended holdings and some of its Brazilian assets would be listed on the New from management roles last month before being reinstated in a deal York Stock Exchange as JBS Foods International. It cited access to cap- with prosecutors. ital as the motivation, but the move may also offer some insulation While the Batista family’s companies are not central to the Lava Jato against political and legal hazards in Brazil.
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