ULTRAPAR HOLDINGS INC

Foreign Filer Report • Apr 6, 2011

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

/s/ André Covre
Name:	André Covre
Title:	Chief Financial and Investor Relations Officer

(Corporate governance, strategy and growth presentation)