Garnero Group Acquisition Company

Garnero Group Acquisition — SPAC Merger (December 2015)

27 slides from Garnero Group Acquisition's SPAC merger presentation, Dec 21, 2015

  1. Slide 1: Grupo Colombo Management Presentation December 2015

    168,84,0 218,109,0 108,54,0 230,230,230 127,127,127 255,151,47 255,194,13 3 78,66,49 CONFIDENTIAL GRUPO COLOMBO Management Presentation December 2015

  2. Slide 2: Safe Harbor

    168,84,0 218,109,0 108,54,0 230,230,230 127,127,127 255,151,47 255,194,13 3 78,66,49 1 Safe Harbor This presentation was filed with the Securities and Exchange Commission on December 21 , 2015 as an exhibit to a Form 8 - K filed by Garnero Group Acquisition Company (“GGAC”) . GGAC is holding present

  3. Slide 3: Section 1: Transaction Overview

    168,84,0 218,109,0 108,54,0 230,230,230 127,127,127 255,151,47 255,194,13 3 78,66,49 Section 1 Transaction Overview

  4. Slide 4: Sources and Uses; Transaction Summary

    168,84,0 218,109,0 108,54,0 230,230,230 127,127,127 255,151,47 255,194,13 3 78,66,49 3 Sources (USDmn) Uses (USDmn) GGAC $ 144.5 Reduction of Net Debt $137.5 Fees and Expenses $7.0 Total $144.5 Total $144.5 Transaction Summary Post - transaction ownership (1) Transaction structure Sources and Uses N

  5. Slide 5: Valuation

    168,84,0 218,109,0 108,54,0 230,230,230 127,127,127 255,151,47 255,194,13 3 78,66,49 4 Valuation ▪ Public company created at attractive valuation of 10.8x 2016 Earnings and 7.2x EV / EBITDA (1) ▪ Compared to the top performers of the segment (2) , price implies approximately 30% discount in terms of

  6. Slide 6: GGAC Post-Closing Valuation

    168,84,0 218,109,0 108,54,0 230,230,230 127,127,127 255,151,47 255,194,13 3 78,66,49 5 GGAC Post - Closing Valuation GGAC Post - Closing Market Value (USD10.05/share and BRL3.85/USD FX rate) ▪ Acquisition of Colombo with payment made with 4.0 million shares of the GGAC ▪ GGAC share value of USD10.05

  7. Slide 7: Section: Company Overview

    168,84,0 218,109,0 108,54,0 230,230,230 127,127,127 255,151,47 255,194,13 3 78,66,49 SECTION 2 Company Overview

  8. Slide 8: Grupo Colombo at a Glance

    168,84,0 218,109,0 108,54,0 230,230,230 127,127,127 255,151,47 255,194,13 3 78,66,49 7 Grupo Colombo at a Glance • Absolute leadership within the Brazilian menswear apparel retail segment • Largest seller of men's shirts (5 million/year) and suits (500,000/year) in Brazil • Presence in all Brazilian

  9. Slide 9: Proven track record in organic growth over the past 10 years

    168,84,0 218,109,0 108,54,0 230,230,230 127,127,127 255,151,47 255,194,13 3 78,66,49 8 Proven track record in organic growth over the past 10 years 1917 Foundation of the company in São Paulo Foundation Redefining Focus: Emerging Classes Accelerated Growth Structuring and Growth for the Next Step 20

  10. Slide 10: Singular and Scalable Business Model

    168,84,0 218,109,0 108,54,0 230,230,230 127,127,127 255,151,47 255,194,13 3 78,66,49 9 2011 2014 Growth ’11 - ’14 Shirts 3,804 4,891 29% Pants 1,125 3,252 189% Suits 582 565 - 3% Suits & Jackets 611 833 36% Polos & T - Shirts 1,782 6,207 248% Ties 470 522 11% Women 0 770 n.m. Singular and Scalable B

  11. Slide 11: Largest Brazilian Retailer with Focus on Menswear

    168,84,0 218,109,0 108,54,0 230,230,230 127,127,127 255,151,47 255,194,13 3 78,66,49 10 Largest Brazilian Retailer with Focus on Menswear Target Client Profile - B/C classes + Geographic footprint A/B classes B/C classes Colombo is a national leader and well positioned to seize growth opportunities

  12. Slide 12: Comprehensive National Store Footprint with Growth Opportunities

    168,84,0 218,109,0 108,54,0 230,230,230 127,127,127 255,151,47 255,194,13 3 78,66,49 11 Comprehensive National Store Footprint with Considerable Growth Opportunities in Most Profitable Regions 397 stores in all Brazilian states¹ Revenues Breakdown by Region 2 (%) 308 Shopping Malls 89 Street Sales/

  13. Slide 13: Section: Investment Highlights

    168,84,0 218,109,0 108,54,0 230,230,230 127,127,127 255,151,47 255,194,13 3 78,66,49 SECTION 3 Investment Highlights

  14. Slide 14: Investment Highlights

    168,84,0 218,109,0 108,54,0 230,230,230 127,127,127 255,151,47 255,194,13 3 78,66,49 13 Multiple opportunities and clear visibility of new sources of revenues Resilient business model exposed to fast growing income segments and geographic regions Differentiated and scalable business model with stron

  15. Slide 15: Differentiated and Scalable Business Model with Strong ROIC

    168,84,0 218,109,0 108,54,0 230,230,230 127,127,127 255,151,47 255,194,13 3 78,66,49 14 A Standard Grupo Colombo’s Store • Shopping malls stores: avg. size of 79 sqm • Street stores: avg. size of 129 sqm • Lean store workforce: 1 manager, 1 assistant manager and 4 salespeople Stores Financials • Low

  16. Slide 16: Continuous Operational Improvements to Increase Cash Generation

    168,84,0 218,109,0 108,54,0 230,230,230 127,127,127 255,151,47 255,194,13 3 78,66,49 15 391 59 153 113 76 102 236 0 100 200 300 400 500 1 2 3 4 5 6 7 212 105 200 136 120 135 83 0% 0 50 100 150 200 250 1 2 3 4 5 6 7 … and Continuous Operational Improvements to Increase Cash Generation and Return to S

  17. Slide 17: Sizeable Operations Providing Significant Operating Leverage

    168,84,0 218,109,0 108,54,0 230,230,230 127,127,127 255,151,47 255,194,13 3 78,66,49 16 ▪ New contracts signed target a maximum occupancy cost of 8% of total sales − Indicating a further decline in the coming years ▪ 30% of all contracts already had its occupancy costs renegotiated Sizeable Operatio

  18. Slide 18: Solid Platform

    168,84,0 218,109,0 108,54,0 230,230,230 127,127,127 255,151,47 255,194,13 3 78,66,49 17 Solid Platform Multichannel platform with nationwide geographic footprint Robust Commercial Structure Strong brand positioning and well established business model Experienced management Seasoned management team w

  19. Slide 19: Strong Brand Awareness Enables Further Store Openings and Market Share Gains

    168,84,0 218,109,0 108,54,0 230,230,230 127,127,127 255,151,47 255,194,13 3 78,66,49 18 The group has conducted a market study with "IBOPE Inteligência " which appointed potential to reach a market share among the B/C social classes of 5.9% (vs. current 1.82%) Great room to expand its current operat

  20. Slide 20: Platform to Offer Financial Services

    168,84,0 218,109,0 108,54,0 230,230,230 127,127,127 255,151,47 255,194,13 3 78,66,49 19 Credit Cards Insurances 3 …Providing also for a Sizeable Platform to Offer Financial Services Source: Company Insurance Policies Sales  Over 70,000 clients  Monthly sales of 10,000 insurance products  45% comm

  21. Slide 21: Already Developed Opportunities in New Market Segments

    168,84,0 218,109,0 108,54,0 230,230,230 127,127,127 255,151,47 255,194,13 3 78,66,49 20 0.2% 0.1% 0.1% 0.4% 0.2% 1.0% 1.5% 6.5% 8.0% 9.0% 12.0% May'13 Aug'13 Nov'13 Feb'14 May'14 Aug'14 Nov'14 Feb'15 May'15 Sep'15 Dec'15 3 Already Developed Opportunities in New Market Segments Source: Company Strong

  22. Slide 22: Potential to Further Develop E-Commerce and New Sales Channels

    168,84,0 218,109,0 108,54,0 230,230,230 127,127,127 255,151,47 255,194,13 3 78,66,49 21 3 Potential to Further Develop E - Commerce and New Sales Channels Source: Company E - Commerce Corporate Sales and multi - brand 9 .4mm Visitors in 2014 + 1.5% vs. market average only 1.0% Conversion rate Implem

  23. Slide 23: Resilient Business Model in a More Conservative Market Scenario

    168,84,0 218,109,0 108,54,0 230,230,230 127,127,127 255,151,47 255,194,13 3 78,66,49 22 Womenswear Menswear Childrenswear Hosiery & Accessories 28 41 18 25 11 19 3 5 60 90 2009 2014 Large Addressable Market (R$ bn ) Resilient Business Model in a More Conservative Market Scenario Source: Euromonitor

  24. Slide 24: Section: Financial Highlights

    168,84,0 218,109,0 108,54,0 230,230,230 127,127,127 255,151,47 255,194,13 3 78,66,49 SECTION 4 Financial Highlights

  25. Slide 25: Operational and Financial Highlights

    168,84,0 218,109,0 108,54,0 230,230,230 127,127,127 255,151,47 255,194,13 3 78,66,49 24 272 351 394 434 397 2011 2012A 2013A 2014A Sep-15 # of stores Operational and Financial Highlights Total sales area and net sales per sqm ( sqm , R$/year) Number of Stores (#) Gross profit and gross margin ( R$mm

  26. Slide 26: Operational and Financial Highlights (Cont'd)

    168,84,0 218,109,0 108,54,0 230,230,230 127,127,127 255,151,47 255,194,13 3 78,66,49 25 Operational and Financial Highlights (Cont’d) Adjusted EBITDA and EBITDA margin (R$ million, %) (1) Net debt and Net debt/Adj. EBITDA (R$ million, x) Capex and Capex/EBITDA (R$ million, %) CAGR 12 - LTM9M15 : 15.

  27. Slide 27: Revenues Per SQM – Data Base

    168,84,0 218,109,0 108,54,0 230,230,230 127,127,127 255,151,47 255,194,13 3 78,66,49 26 Revenues Per SQM – Data Base 0 10 20 30 40 50 60 Stores Not Closed Stores Closed in 2014 and 2015 Revenues per Sqm of Closed and Non Closed Stores Average revenues per sqm: 20,223 BRL Average revenues per sqm: 10

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