6-K 1 dp21981_6k.htm FORM 6-K

Form 6-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Report Of Foreign Private Issuer
Pursuant To Rule 13a-16 Or 15d-16 Of
The Securities Exchange Act Of 1934
For the month of April, 2011
Commission File Number: 001-14950
ULTRAPAR HOLDINGS INC.
(Translation of Registrant’s Name into English)

Avenida Brigadeiro Luis Antonio, 1343, 9º Andar
São Paulo, SP, Brazil 01317-910
(Address of Principal Executive Offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

Form 20-F | X |  | Form 40-F |

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):

Yes |  |  | No | X

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):

Yes |  |  | No | X

Indicate by check mark whether by furnishing the information contained in this Form, the Registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934:

Yes |  |  | No | X

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): N/A

ULTRAPAR HOLDINGS INC.
TABLE OF CONTENTS

ITEM |
1. | Corporate governance strategy and growth presentation.

Item 1.

    Corporate governance, strategy and growth

    April 2011

    Forward -looking statements

    Statements contained herein, which are not historical facts, relating to the
    projected capital structure, capital expenditures forecasts, potential growth
    of business, expected attraction and retention of talented professionals,
    improved corporate governance, value creation and longevity of Ultrapar, among
    others, are forward -looking statements. The words "believe," "anticipate,"
    "expect," "estimate," "will," "plan," "may," "shall," "intend," "foresee,"
    "project," and other variations, as well as similar words, are intended to
    identify forward -looking statements. Forward -looking statements involve a
    number of risk and uncertainties, including, but not limited to, changes in the
    general economic and business conditions, competition, changes in regulations
    and the other risks and uncertainties described in our annual report on Form
    20-F for the year ended December 31(st), 2009. These forward -looking
    statements speak as of the date they were made or as of the date hereof, and
    Ultrapar undertakes no obligation to update the forward -looking statements
    contained herein.

                                                                                   2

    Ultrapar - Economic links between corporate governance, strategy and growth

    Ultrapar - Outstanding position in its markets

    2nd largest fuel distributor in Brazil

    The largest LPG distributor in Brazil

    The largest producer of ethylene oxide derivatives in Latin America

    The largest provider of storage for liquid bulk in Brazil

                                                                                   4

    Ultrapar - Track record of strong earnings and value creation growth since the
    IPO

    EBITDA

    Net earnings

    Return on equity

    Dividends declared

    Proven performance in different scenarios of the economy, interest rates,
    inflation, exchange rates, oil prices, etc.

                                                                                   5

    Ultrapar - Shareholders' returns

    Investment of R$ 1,000 in October 1999

    Average daily trading volume

                                                                                   6

    Ultrapar - R$ 9 billion invested since the IPO, with strong returns

    Organic investments

    Acquisitions

    Expansion of service station network and logistics infrastructure

    o    Ipiranga (2007) - R$ 2.4 billion

    o    Texaco (2009) - R$ 1.4 billion

    o    DNP (2010) - R$ 85 million

    o    Geographical expansion to reach nationwide coverage

    o    Strengthen leadership in small bulk LPG -UltraSystem

    o    Shell Gos (2003) - R$ 171 million

    o    Production capacity expansion, focused on specialty chemicals

    o    Oxiteno Mexico (2003) - US$ 18 million

    o    Oxiteno Andina (2007) - US$ 8 million

    o    Expansion in the storage capacity

    o    Unioo Terminais (2008) - R$ 519 million

    o    Puma (2009) - R$ 44 million

    Larger operating scale
    Strengthening of competitive advantages

                                                                                   7

    Ultrapar - Fundamentals for the successful track record in value creation

    Strategy

    o    Leadership position in its markets, with long-term competitive advantages

    o    Resilient businesses leveraged on the economic growth

    o    Solid financial position

         o    Potential to take advantage of strategic opportunities - investments
              and acquisitions

         o    Flexibility to pay substantial dividends

    Management

    o    Culture and corporate governance oriented to value creation

         o    Alignment of interests between management and shareholders

         o    Delegation and accountability

         o    High standards of controls and transparency

    o    Discipline in capital allocation

         o    Investment in projects thoroughly analyzed, aimed at value creation

         o    Planning and execution as key success drivers

    o    Management structures adapted to the characteristics of each business
         division, with financial and IT functions centralized

         o    Agile decision-making process

         o    Gains of scale and effective controls

                                                                                   8

    Ultrapar - The role of corporate governance in the company development until
    the 90's

    30's to 60's

    o    Foundation and establishment of Ultragaz by Ernesto Igel

    o    Growth of the LPG distribution business

    o    Expansion to several businesses

    70's

    o    Beginning of the implementation of professional management in the company

    80's

    o    Structuring of Pery Igel's succession - beginning of Paulo G. A. Cunha's
         tenor as CEO

    o    First stock ownership program, turning key executives into shareholders,
         with a 20-year vesting period

    o    Restructuring process - focus on businesses in which the company has
         competitive advantages

    90's

    o    Stock ownership granted to a second group of executives

    o    Shared control between executives and the founding family

    o    Transformation of a privately -held company into a listed company

                                                                                   9

    Ultrapar - Governance and capital markets as key elements to build a solid
    company (1999-2010)

    1999

    o    First Brazilian company to carry on simultaneous IPOs in BMandFBOVESPA and
         the NYSE

    o    ADR level III - highest standards of transparency and disclosure

    2000

    o    First Brazilian company to grant 100% tag along rights to all shareholders

    2002

    o    Variable compensation linked to EVA([R]) performance

    o    Representative of preferred shareholders in the Board of Directors

    o    Corporate restructuring and delisting of Oxiteno - Ultrapar becomes owner
         of 100% of all its businesses

    2003

    o    Stock ownership granted to a new generation of executives

    2004

    o    Code of ethics formalized

    o    Dividends for common and preferred shares equalized

    2005

    o    Follow -on offering to increase liquidity of the company's shares

    2007

    o    Separation of the role of CEO and Chairman of the Board of Directors

    o    Sarbanes -Oxley certification

    2008

    o    Ultrapar becomes part of the main market indexes

    2011

    o    New corporate governance structure

                                                                                  10

    Corporate governance, strategy and growth

    Proposed steps and outlook

    Ultrapar - Rationale of the new step in corporate governance

    Deepen alignment of interests and professional management

    Increased investment capacity

    Enduring company's growth

                                                                                  12

    Ultrapar - Key elements of the new corporate governance structure

    Conversion of every preferred share into one common share

    o    One share=one vote

    o    All shareholders with same economic and political rights

    o    Ultrapar will no longer have a defined controlling group

    Current shareholder structure

    Shareholder structure after the conversion

                                                                                  13

    Ultrapar - Key elements of the new corporate governance structure

    o    A single class of shares

    o    Strengthening of the corporate governance bodies

         o    Board of Directors with at least 30% of independent members

         o    Creation of the compensation committee, with two independent members

         o    Creation of the audit committee, with two independent members who are
              not directors

    o    Mandatory tender offer in the event of relevant acquisition (20% of the
         capital stock)

    o    No poison pills, voting limitations, unequal treatment provisions or
         entrenched provisions

    o    Migration to the Novo Mercado segment of BMandFBOVESPA

    Governance standards exceeds the requirements of the Novo Mercado

    All shareholders become partners with identical rights to actively participate
    in the decisions of the shareholders' meetings

                                                                                  14

    Ultrapar - Future growth to be built upon on resilient businesses

    Ultragaz

    Bottled LPG

    Essential good

    LPG market - bottled segment million ton

    Ipiranga

    Fuel for light vehicles

    Essential product / low car penetration

    Continuing growth of the Brazilian light vehicle fleet million vehicles

    Low car penetration
    % of population

    Source: ANFAVEA
    (1) Estimated 2010 fleet, based on the number of cars licensed in the year

    Ultracargo

    Storage and handling of liquid bulk

    o    In a strong economy, handling of products grows

    o    In an unstable macroeconomic environment, the storage grows

    ...that are leveraged on the economic growth

    Bulk LPG consumption

    Brazilian GDP (CAGR)   4.4%
    Bulk LPG volume (CAGR) 4.4%
          1.0x GDP growth

    Storage capacity for liquid bulk in Brazil

    Brazilian GDP (CAGR)    4.4%
    Storage capacity (CAGR) 7.4%
        1.7x GDP growth

    Sources: ANP, Brazilian Central Bank, Sindigas, sales of Oxiteno in the
    domestic market, ABTL

                                                                                  16

    Ultrapar - Investment and value creation opportunities in all businesses

    Reinforce positioning of differentiated products and services, aimed at higher
    margins

    Expand in higher -growth regions (Midwest, Northeast and North) through
    conversion of unbranded service stations, new service stations and acquisitions
    of regional distributors

    Reduce grey market in the sales of ethanol

    Expand UltraSystem, taking advantage of the growth in the bulk segment

    Further implement operational excellence programs

    Expand in niche markets

    Maximize the benefits of the recent expansion in production capacity - sales
    volume and mix

    Focus on fast-growing segments: cosmetics and detergents, coatings,
    agricultural chemicals, oil and gas

    Increase share of chemicals produced from renewable sources

    Expand existing terminals

    New terminals and acquisitions

                                                                                  17

    Ultrapar - Growth and value creation path for the next years

    o    Businesses with unique characteristics

         o    Leading positions, with competitive advantages

         o    Resilient businesses, leveraged on the economic growth

         o    Clear and defined strategies

         o    Solid track record in execution

    o    Investment and value creation opportunities in all businesses

    o    New corporate governance structure allows...

         o    Increased alignment of interests

         o    Decisive step towards professional management

         o    Increased investment capacity - potential for more ambitious projects

    Ultrapar Participaooes S.A.

    Investor relations o 55 11 3177 7014o invest@ultra. com.br www.ultra.com.br

SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Date: April 6, 2011

| ULTRAPAR HOLDINGS INC. |
| By: | /s/ André Covre |
|  | Name: | André Covre |
|  | Title: | Chief Financial and Investor Relations Officer |

(Corporate governance, strategy and growth presentation)