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The Man With a Message for the Media

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Source:  Brasil 24/7.

One of the most interesting topics to follow during the second term of Dilma Rousseff in Brazil will be the push for sweeping legislation regulating the media industry. Uruguay did it. Ecuador is doing it. Venezuela seems to be overdoing it. Cuban is still stuck with Granma and VOA (Granpa), but may be ready for a mambo revolution.

The U.S., for all its faults, remains  the beacon of light amid the media blitz of global information, and has developed the sector using trust-busting when needed. So why not the Brazilians?

President Dilma Rousseff confirmed on December 29, the nomination of former PT party president and serving Secretary of Institutional Relations, Ricardo Berzoini, as Minister of Communications, replacing Paulo Bernardo, during Dilma’s second term. …

Berzoini is a high-powered, veteran PT leader and the latest in a line of mostly underachieving MiniComs, — some, like Luiz Carlos Mendonça de Barros (1993-98) and Hélio Costa (2005-2010), with close ties to the politico-media establishment forged by the architect of the post-dictatorship media landscape, Antônio Carlos Magalhães … who was a very bad, bad man.

(Mendonça stepped down from his cabinet post during the Telebrás privatization scandal, but was not successfully prosecuted. He later published the failed magazine Primeira Leitura and remains an eminence grise of the party).

The last amendment to the Media Law, Lei nº 9,472, passed Congress in 1997, and instituted the somewhat toothless industry regulator ANATEL, which began to show some signs of life in the past (Lula-Dilma) few years, even when the Minister of Communication was a career Globo executive (during Lula I)

The dominant view of Berzoini in the establishment and alternative media describe him as a minister whose mission will be to institute an economic regulation of the media, a topic stressed by Dilma during the elections. There is nothing new about the proposal, however. Paulo Bernardo served in the same ministry for four years, with the same expectations, along with promoting the National Broadband Plan and the process of cleaning up the management of the Postal Service. Of the three missions, the only one not fulfilled was regulation of the media, which was dropped as a political decision by Dilma herself.

Rumor: Berzoini Pulls a Cheney

In the case of Berzoini, rumors circulated around Brasília that in early December, a dinner party took place with Berzoini in attendance. Berzoini promptly denied the story.  This news source heard from  a senior broadcasting executive who also denied the story.  Berzoini is also said to have refused meetings with media lobbyists during a period of intense speculation that preceded his nomination to the Ministry.

Like Paulo Bernardo, Berzoini is a senior leader of the PT. This means that unlike what transpired during the Lula administration, Communications, at least so far, has managed to stabilize its political alliances. The new Minister takes office, however, with an open chair at Anatel and strong pressure regarding nominations for Postal Service senior executives and civil servants.

Berzoini has blunt opinions: he constantly criticizes the editorial posture of various media outlets, especially in interviews and tweets … In this sense, he resembles his predecessor, Paulo Bernardo, when he took the position four years ago.  Bernardo was a frequent twittererer, but the frequency and intensity of this twits slowed down when he took office.

The Dantas Fandango

Berzoini has a significant background in the communications sector: He was a congress member and minister of Social Security who was intensely involved in the dispute between the pension funds and  Daniel Dantas for control of telecoms led by the Opportunity bank, a dispute that dragged on until 2008.

It is the prospect of unearthing this nefarious scheme that makes the Berzoini mandate a lightning rod for controversy.

A federal deputy at the time, Ricardo Berzoini drafted, in 2002, a popular (class action, public) legal action against Anatel, including its president and prosecutor at the time: Renato Guerreiro and Antônio Bedran, respectively, as well as Opportunity itself and Citibank, accusing the agency from acted in a manner intended to benefit the Dantas group in questions involving the telecoms.

Later, Berzoini began to avoid comment on these issues, and only touched upon the isssue again when Opportunity accused the PT of political persecution, in 2006, during the scandal known as «the payola of the PT».*

* My coinage for the mensalão of the PT and the other, of the PSDB-DEM [Tr.]

During the administration of FHC, Berzoini and currrent Chief of Staff, Aloizio Mercadante, both requested a investigation into the process of privatization. Berzoini was highly critical of the sale of the Telebras System.

A complex agenda

Among the points the new minister will have to address some are very complex, and the transition period is brief. Right off the bat, Berzoini will have to forward, formally or informally, the question of media regulation, an achievement called for by the PT and its members, but which President Dilma has said will be a question left for the second semester of 2015 (again, a parallel with what happened at the beginning of Paulo Bernardo’s mandate.

Berzoini will also have to fight hard to regain the influence needed to restore the ministry’s close relations with the program Broadband For All (Plano Banda Larga para Todos), a significant slogan of the Dilma campaign and which appears to be in the processes of being absorbed by the Planning ministry, responsible for infrastructure projects.

He will also have to keep a close watch on the complex financial situation of Oi, the major fixed-telephone concessionaire in Brazil, which will, in January, take part in the first round of talks with creditors in search of better terms of indebtedness and investment. The situation is tense and is being watched carefully by the board of ANATEL.

A pressão por algum processo de consolidação no mercado de telecomunicações é grande, e esse é um tema que dificilmente escapará dos relatos de transição de Bernardo ao novo ministro Berzoini.

….

A Anatel conduz, nesse momento, o processo de revisão dos contratos de concessão das operadoras de telefonia fixa, assunto importante por si só, e que ainda pode catalisar o debate mais amplo sobre a revisão do modelo de telecomunicações.

Na agenda consumerista, o setor de telecomunicações deverá ser afetado pelos projetos de proteção de dados pessoais, em elaboração pelo Ministério da Justiça e em discussão no Congresso, e pelos impactos do Regulamento de Direitos do Consumidor da Anatel.

In issues related to the Internet, together with the Broadband for All, a priority is the regulation of the Internet Civil Code, another important matter that must pass through Anatel and requires a political definition by the Ministry. Sources inside the agency expect this process will be up and running by mid-2015, but that it is taken seriously, is already under discussion by CGI.br and will be guided by the Minister of Justice from that point on.

There is also the transition from analog to digital TV, scheduled for 2018 but commencing much earlier than that with the Existe ainda a transição da TV analógica para a TV digital, que acontecerá em 2018, mas que começa muito antes, com a montagem da Entidade Administradora da TV Digital (EAD) e do Grupo de Implementação da TV Digital (GIRED) pela Anatel, responsáveis pela gestão do gigantesco orçamento de R$ 3,6 bilhões destinado a esse projeto (compra de equipamentos de recepção, mitigação das interferência e gerenciamento do processo). Nos dois casos, as primeiras datas a serem cumpridas já são em fevereiro.

It is highly unlikely that the advertising expenditures of the government, currently controlled by the Secretary of Communications of the Presidency (SECOM) will become part of the MiniCom, as speculation has it. It is more likely that this function will remain with SECOM, for whom a minister has yet to be named.* There are strong rumors around the name of federal deputy Alessandro Molon, who has a good relationship with the rank and file as well as sympathy for the TV broadcasters, with whom he developed close ties during the debate of the Civil Code of the Internet.

*Thomas Traumann has be re-hired

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Abrilpar-Tarpon Pairing Proceeds as Planned

Screenshot from 2015-01-01 14:37:26

Topic:  Grupo Abril.

Posted June 4, 2014 by Grupo Abril investor relations, the CVM and the Estado de S. Paulo, which seems to be expanding into real-time information brokerage  as a business proposition akin to the Reuterses and Bloombergs.

The company controlled by Fundos Tarpon will participate as a minority shareholder in Abril Educação, while the Civita family keeps their position as controlling shareholders. Shareholders announce plans to enter Novo Mercado as soon as the operation is completed.

São Paulo, June 04, 2014 – Abrilpar, a holding company of the Civita family that controls Abril Group, and Tarpon Investimentos (TRPN3) announced today that they have signed an agreement under which Sociedade Tarpon, controlled by Fundos Tarpon, will acquire shares representing 24.21% of the voting capital and 19.91% of the total capital of Abril Educação, owned by Abrilpar and its shareholders. Abrilpar and its shareholders will still own 37.72% of the voting capital and 20.73% of the total capital of Abril Educação.

The acquisition price will be BRL 35.00 per Unit or BRL 11.67 per share. This value may be increased by at most BRL 4.00 per Unit or BRL 1.33 per share to be paid in 2017 if the Company achieves determined EBITDA values ​​accumulated during the period.

Upon completion of acquisition, Abrilpar and Sociedade Tarpon will enter into the shareholders agreement, which will bind representative shares of 45% of the voting capital of Abril Educação. Sixty percent of the bound shares are owned by Abrilpar and the remaining 40% of the bound shares are owned by Sociedade Tarpon.

The composition of the Company’s Board of Directors will be changed to give Sociedade Tarpon the right to designate three of its nine members. And the Civita family will have the right to designate four counselors, and may also nominate candidates to two independent member positions.

Within the context of this transaction, Abrilpar and Sociedade Tarpon announced the intention of Abril Educação to join Novo Mercado listing segment of BMFBovespa aimed at companies that adopt the highest standards of transparency and corporate governance, in addition to those required by the Brazilian corporate law.

For Giancarlo Civita, Chairman of Abrilpar, the negotiation reflects his family’s commitment to Abril Educação and highlights the benefits that Tarpon may bring to the company. “The entry of Fundos Tarpon in Abril Educação will allow the company to accelerate its growth and further contribute to the development of excellence and quality solutions for the Education in our country. They are partners who embrace the same values, beliefs and principles as Abril Educação does.”

Comment to come. The opening of a channel between Abril — a textbook Latin American family empire — and the investing public is significant in itself.

ABRIL EDUCAÇÃO S.A.
CNPJ/MF nº 02.541.982/0001-54
NIRE 35.300.175.832
Publicly Listed Company
MATERIAL EVENT
Dated: [December 11, 2014]

Abril Educação S.A. (the “Company”), in compliance with Paragraph 4 of Article 157 of Law No. 6,404/76 and CVM Instruction 358/02, as amended, hereby, as a complement to the material event published on June 4, 2014, informs its shareholders and the market in general that on this date, the acquisition of 32,880,263 common shares and 19,142,468 preferred shares of the Company by Thunnus
Participações S.A., a corporation controled by certain investment funds and portfolios under the discretionary management of Tarpon Gestora de Recursos S.A. (“Tarpon”), according to the terms established in the Contract to Buy and Sell Shares celebrated on June 4, 2014 between ABRILPAR Participações Ltda. and the Civita Family (“The ABRILPAR Bloc”), in their role as sellers, and Tarpon, in its capacity as buyer, such that, on this date, the ABRILPAR Bloc now controls 37.72% of the voting shares and 20.73% of the total paid-in capital of the Company, while Tarpon becomes owner of 24.21% of the voting shares and 19.91% of the Company as a whole.

In addition, in compliance with the terms of said buy-sell contract, the ABRILPAR Bloc and Tarpon celebrated on this date a Company Shareholders’ Agreement which binds common shares representing 45% of the voting shares of the Company, with 60% of the bound shares in the possession of the ABRILPAR Bloc and 40% by Tarpon, the objective being to confer certain rights of veto upon Tarpon and to regulate the election of executives and the transfer of shares issued by the Company.

The Shareholders’ Agreement of the Company has been duly filed at its corporate headquarters and will be registered in the official documents maintained by the financial institution with custody of the Company’s shares, with the annotations on the respective extracts for the purposes of compliance with Article 118 of Law No. 6,404 of December 15, 1976, as amended, such that a copy will be made available for consultation on the Web sites of the Company Companhia, the BM&FBovesp (www.bmfbovespa.com.br)
and the Comissão de Valores Mobiliários (www.cvm.gov.br).

At today’s meeting the board of directors approved the convocation of an Annual Shareholders’ Meeting (“AGE”) for September 8, 2014 in order deliberate on the migration of the Company (the “Migration”) to the special listings segment of the BM&FBOVESPA known as the Novo Mercado (“New Market”). In addition to the deliberation on Migration, shareholders will be provided a plan for the materials necessary for the Migration, including (i) the reform of the Corporate Charter to make it conform to the listing requirements of the New Market, and (ii) the conversion of the totality of preferred shares of the Company into an equal number of common shares, in the proportion of one common share per preferred share .

The proposal to convert all the Company’s preferred shares into common shares (a ratio of one per one) will also be presented for deliberation and ratification by a Special Committee of Company shareholders (“Special Committee”), to be held on the same date as the AGE.

Preferred shareholders who dissent from the deliberations mentioned above, and those who may have abstained from voting, a right to withdraw will be assured, based on the shareholder’s position at day’s end, August 7, 2014.

The final day of trading in the preferred shares and the certificates of deposit representing Company shares — “units” — whose respective codes will be cancelled, will be announced to the market in a timely manner.

More information on the Migration may be obtained in the documents published by the Company on the preset date, including the board proposal regarding the matters subject to the order of the day for the AGE and Special Assembly.

The company will keep its shareholders and the market in general apprised of any changes in the matters subject of this Material Event.

São Paulo, August 27 2014
Guilherme Alves Mélega
VP Finance & Administration and
Director of Investor Relations