Auren Energia S.A. (AURE3) Earnings Call Transcript & Summary

Good morning, ladies and gentlemen. Welcome to Auren Energia conference call to discuss the business combination with AES Brasil disclosed yesterday through a material fact. [Operator Instructions] Before proceeding, we would like to clarify that any forward-looking statements are based on the beliefs and assumptions of Auren's management and current information available to the company. These statements may involve risks and uncertainties as they relate to future events and therefore, depend on circumstances that may or may not occur. Investors, analysts and journalists must understand that events related to the macroeconomic environment, industry and other factors could cause results to differ materially from those expressed in the respective forward-looking statements. Here with us at this conference are Mr. Fabio Zanfelice, our CEO; and Mr. Mario Bertoncini, CFO and IRO. The Investor Relations team is also here with us. I would now like to turn the call over to Mr. Fabio Zanfelice, who will start the presentation. You may proceed, sir.

Good morning, ladies and gentlemen. It's an honor to have you here with us in this presentation that we consider a historical moment for the company. We've been after this opportunity for a long time. And yesterday, we managed to complete it. Let's go over our agenda for the day. We are going to discuss the business combination and figures related to it. AES Brasil overview, AES figures so that we can understand and then we'll move on to the merits of the transaction. Then we'll talk about the transaction structure and the schedule and next steps of this process that we started yesterday. Very well then. Moving on to the next slide. This is a transaction that was directed by the creation of value and capture of synergies. We are in capital-intensive industry and size makes a difference. And we are creating together with this combination of assets between AES Brasil and Auren, the third largest generator in Brazil with 8.8 gigawatts of installed capacity with the most diversified and balanced portfolio and producing 100% renewable energy. 54% of hydro capacity, 36% of wind capacity and 10% of solar capacity. We created a company of BRL 31 billion, one of the largest companies in Brazil. As previously mentioned, this is a process that generates great synergies, quick capture, and we are going to make sure that with this transaction, the capture of more than BRL 1.2 billion in present values. We also have operational and financial synergies that are going to be captured with expressed amounts in the short term. The new company starts to have BRL 3.5 billion in EBITDA, cash generation, which is very strong, that will allow us the deleveraging process. And this transaction was also designed for the new company to have a payment strategy of dividends. The company reinforces the position, which is already consolidated bearing as the largest power trading company in the country. We are going to talk a little bit more about the trading activities. And you all know that this is our intelligent center. This is the expertise that we have, bringing a lot of information to the market, adding value in the generated energy for our country. So these are the figures of the new company. In the next slide, we are going to discuss AES Brasil. Let's talk about the corporate shareholding structure. So AES has 47.3%, BNDES, 7%; Mr. Luiz Barsi, 5%, Votorantim has 4.1% of share. It's a giant company already with 5.2 gigawatts of installed capacity. It's already highly contracted portfolio for the years to come very close to the level of contracted levels of Auren. So it's 86% of the contracting level in the period of 2024 to 2026. Only in '24 alone, which reached 92% of contracting levels. So it's a well-contracted portfolio. AES Brasil has BRL 640 million of PMSO. And the debt level, we have 4.1 years in average debt maturity. And at IPCA plus 5.8%. This is the cost of debt and the leverage is higher than that of Auren, standing at 5.3%. So we have lots of opportunities with this consolidation. Considering that the companies are so similar, the incorporation will generate opportunities to reduce and optimize the PMSO. This is one of the value leverage of this new company. And from the experience we have with Auren, and considering the cost of contracting of new debt, we also see opportunities to manage the indebtedness level and also the human capital of AES, which we consider to be very important, and this will all help us a lot in the new journey. And we count on the AES team with all the people that are going to be part of the new company. This is going to be a company of what is better with Auren and AES Brasil's talents. So we are going to make up 2 teams directed by the corporate synergy. But our priority here is to use the human capital that the 2 companies have today. This is the best thing we have so that we can consist comprise a company that is going to be a market leader. So we have the installed capacity of AES Brasil. So AES Brasil has 25 assets with a very diversified portfolio similar to that of Auren. So we have 2 assets, which are under construction with 700 megawatts, Cajuína and the AES portfolio is the availability of the wind assets. So we have the asset and the availability and in comparison to the average availability of the wind assets of Auren. We also see an opportunity of a better performance of those assets in a process of evaluation of AES. We have already defined a plan to recover the average performance of those assets. So 88% against 97%. So we have the expertise to operate wind assets. So we will also help AES to improve its availability. We'd like to say that we do not -- we evaluated that not all assets have the opportunity of improvement considering the contracting characteristic availability may be lower than the expected, but everything has been considered in the evaluation of the opportunity. We'd like to say that the hydro assets, the evolution for the transaction, we did not consider the renewal of concession of the hydroelectric assets. So we consider them to end in the 2034, and we're going to receive the residual value of the indemnation of those assets. And if there is an auction which is most likely and which is defining the regulatory framework, we will see opportunities to be in a much better position when we have the renewal of the assets. So we -- this is a great opportunity for the option of the opening when the concessions are expired. So in the evaluation, no renewal was considered in this regard. In the following slide, we can see the merits of the transaction. As we said in the beginning, size matters in this segment, in the industry of intense capital. So we are making the third largest power generation company, and we are getting ready for the next stages of growth. Synergies are the main factor of this transaction, considering how similar the companies are. The portfolio has value, which is the capacity of hydropower. And we are going to discuss this capacity and how we're going to use it for our growth. So we have also opportunities of greenfields for the new company. And as we also said, the trading company will grow much larger. And out of the 3.6 megawatts that have been sold, part of it comes from third-party industries considering that the fiscal guarantee is 1.7 gigawatts. So this fiscal guarantee, this added energy from AES Brasil has an address in the portfolio of the trading company. And this will help us to decrease the dependence of contracting energy for third parties. And we have a portfolio of 1,500 major clients considering the opening of the free market. And this is a company with expressive cash generation power, and this is going to grow even quicker. I would like to reinforce the strategy of organizing this new Auren taking into consideration the recurring payment of dividends, and we do not need an equity follow-on. We do not need to resort to capital of the shareholders considering the strategy that was defined in this consolidation. Now bringing more details to you. We bring you a new slide. We explain why we say that this combination makes sense and which are the capacities and the experiences that are enhanced for this new initiative. In fact, Auren started in 2016 as Votorantim Energy with 200 megawatts of installed capacity. This was our -- Ventos do Piauí was our first greenfield project, and we reached at 8.8 giga. Along this journey, we built other projects such as Sol de Jaíba, our solar project. We acquired some assets such as Ventos do Araripe and also HPPs and the major experience without a doubt, was the acquisition of controlling stake CESP that allowed us to have the experience of turnaround and capturing synergies. Considering the asset we acquired, this is a little bit of the history of our company, and we have the CAGR of 60%. So we reached all this result with a focus on allocation of capital and creation of value. This was how the company was built, and this is what is going to happen with the consolidation with the assets of AES. On the next slide, we will provide more details of how we integrate and build. So we had a reduction of PMSO in the first year and the share nearly doubled, and we also had a reduction in contingent liabilities by BRL 1.3 billion. So we can say that the company has enough experience to capture synergies. And we have this focus on operational excellence. We acquired expertise in building and developing greenfield, 1.5 gigawatts of greenfields build. As to governance, we count on to investors where references, long-term investors focus on capital allocation, focus on the return to shareholders. And this led the company to have one of the largest or the highest levels of governance in the Brazilian market with the participation of Novo Mercado considering the other indexes in which we take part. Auren was probably the youngest company to take part and easy, and we are very proud of this achievement, and we have distributed BRL 3.7 billion in dividends. So we generated a lot of value, and we were able to pay dividends. And the solidity and the financial strength, the company has all the necessary resources to complete this transaction. We have acquisition finance already higher at the amount of BRL 5.4 billion. Our pro forma cash reaches BRL 4.6 billion and our rating is the highest possible for the company. So these are the 3 pillars, which capture synergy, have a long-term vision and the solidity and financial capacity. So the company is already prepared for this movement. The company has all the installed competencies. So we move on to the challenge of capturing synergies and to build a new Auren with the addition of AES Brasil. In the next slide, we show where we came from and where we are reaching. So we became the third largest company in the country with the most balanced portfolios in terms of solar, hydro and wind energy in Brazil with a very important competitive edge, especially in a sector that has been going through a quick regulation process in the free market. Now moving on -- in the next slide. There was a little delay in the presentation. The next slide, where will the synergies come from, as we mentioned. Today, the consolidated PMSO of the companies amounts to BRL 1.2 billion. And according to our evaluation in corporate synergies, we are going to ensure the capture of BRL 120 million per year as cost reduction in the new corporate structure. We see opportunities in all areas, personnel services and others. And from the view point of operational activities, we see that there is a difference between the performance of the assets of Auren and the performance of AES, where we have a recovery plan for those performance. And we also have planned investments for the recovery of this performance, and this is the annual plant of the company. And as for financial synergies, we would like to mention considering the cost of indebtedness of out in AES Brasil, we will optimize the capital structure of the company. And CESP, as you all know, has fiscal credit at BRL 800 million that can be used in this transaction and the company. At the end with the total consolidation, we'll have BRL 12 billion in debt. And this will ensure that any change in the indebtedness profile of the company will generate high value. We are here with Mario by the team. And in the financial area, we see that this is an opportunity that we are going to use to add value to the new company. In the following slide, we will discuss the portfolio. We have been very vocal in talking about the optimum portfolio of what would be ideal for a company in Brazil. Auren had a very important balance in the portfolio with 58% of hydro generation, 27% of wind and 15% of solar energy. We are happy with that portfolio, but we were concerning relation to the growth, especially related to greenfield project. We were a bit concerned in the solar share in our portfolio. And considering that solar is the most competitive source of the market. And without a doubt, we will be responsible for expanding the electrical sector in Brazil, we understand that continue investing in the solar would remove us from the solar, the optimum portfolio and would offset the exposure to the market. With the consolidation with AES, we added 5.2 installed capacity, we reached 8.8 with a balance, which is not an optimum yet. As we can see to the right in breadth, what would be the optimum in terms of solar generation expansion. So we have this intangible benefit in the transaction, but this will allow us to grow considering that we have the capacity of developing greenfield projects. Below, we bring information about the variation. We committed with the market what would be the ideal optimum generation. And this is something that we bring along since Auren was created with SaaS adding BRL 10.40 and 100% of hydro. We made the same calculation with AES Brasil. And so we reached BRL 15 per megawatt hour. This is not a number considered in our evaluation. Just for you to have an idea of the potential to aggregate value in the portfolio now with the combined company. In the following slide, we'll talk about the trading company. You all know that in the commercialization activity, we see a lot of value in adding capacity of commercialization, market intelligence, market information. And this will bring us a more accurate evaluation of the energy generated. So we moved to 4.1 megawatts from 3.6. The difference is that when we had 3.6, we had 1.4 gigawatt, 1.5 gigawatt, that were hired by third parties so that we could trade energies to our clients. You know that Auren is a generator that had a trading company that it was also a trading company that also had a generating company because we trade more than we sold. Now with the acquisition of AES Brasil, we reduced our dependence of availability from third parties at 100%. No added value was considered in this moment. But this, of course, will bring a very relevant benefit to our trading activities. And we are going to continue, as we did. We are highly contracted in the first years, just like Auren. So these are similarities. So we are very low in terms of performance and exposure to price. And we are going to continue developing adjacencies in terms of trading of energy. As we said, we have more than 1,500 clients. And the average contract duration is about 3.8 years. And the -- we have options in our ecosystems. So we have contracts with telemetry companies, and then we have other companies that will enhance our trading activities. This is a unique expertise owned by Auren and that we now count on AES Brasil and will add a lot of value in those activities. In the following slide, we talk about the capacity of cash generation of the company, as we have already said, this new company is going to have a very robust cash generation. We have the numbers of 2023, but we would like to highlight that in financial terms. Though EBITDA is not considered to Cajuína not being considered, that will add more than 700 megawatts installed capacity. We also observed a net revenue of 3.6 gigawatts, a cash generation of 1.8 that will account for 0.5x the EBITDA of the company. Net debt, as we said, reaches BRL 17 billion and average level of 4.9x. 4.9x is above the optimum as we understand for the company, which is from 3.3x the EBITDA. However, as we said, with our robust cash generation injection of cash of 5.3 EBITDA. In 3 years, we are going to reach the optimum leverage. So the deleveraging will be very quick. And considering that the contracting level is very high, so this is a company that, despite of the leverage is above what we expected for the company in regular regime. And this is going to -- the company will reach this deleveraging at a very quick pace. Okay. In the next slide, so we can see the structure of the transaction as we saw in the material fact, the shareholders of AES Brasil. We have 3 options to convert their shares. The price of the transaction was BRL 11.5 per share. In the options, we have the option of conversion to Auren. So the exchange rate ratio considered was 0.762x. It's an incorporation of shares. AES Brasil will be a wholly subsidiary of Auren. Auren will be the only company operating in the Novo Mercado. And here, when we look at the pre-float, we can see that it may range from 29% to 40%, and we see an increase in the liquidity levels. And Votorantim with our controlling shareholder and also has some share in AES Brasil. As I already mentioned, that we'll exercise option 1. So 10% cash and 9% shares and AES Corporation also mentioned that it will exercise option 3, which is 100% cash considering that the AES corporations [indiscernible] in Brazil, and it makes a lot of sense. We would like to reinforce our commitment and enthusiastic with the shareholders of AES Brasil, and we would like to invite them to be part of the new Auren, the new company. So we are very happy to have to welcome and if those shareholders could continue or opt for taking part in our shareholding basis. We -- as we have said, we have large similarities synergies with AES Brasil with lots of opportunities to add value in the new consolidated company. Very well. In the next slide. So we can see the schedule of the transaction. It starts with the signature, the execution of the document that took place on May 15, and we have to wait for all the regulatory approvals, ANEEL and CADE and the AGM will happen in August. And from then on, the AES Brasil shareholders will make their options. And according to our estimates, the closing of the transaction will take place in October this year. So these are the next steps of the transaction. And in the third quarter of 2024, we will be operating with a company already consolidated. In the next slide, this is our final message and probably the most important one. And this is a new chapter in our history. Auren was created 2 years ago. We had a list of many things to be done, among which [indiscernible] indemnation that we consider to have been completed in a very successful manner. And we had the objective of creating the company that would be a benchmark for the sector. We also reached this goal. And for us, this is one of the largest sectors in the world with lots of opportunities going after decarbonization and growing using renewable energies. And we would like to reinforce our commitment to our financial discipline and adding value to our shareholders, keeping our relationship always transparent with the capital market. This is a foundation for the company, and this is part of the company's DNA. This was only possible, thanks to the support of our shareholders. The trust you placed on us and the support, the approval of this transaction made us very happy. And we would also like to thank our employees. This would not have been possible if this had not been a collective effort aligned, well aligned, and this is a construction involving more than 1,000 people that made effort to make Auren what it is today, but always following our values and assets. This is the success of a team that made all the efforts so that this could be materialized. We are very happy with this movement. Okay. I would like to thank you so much for the availability of being here, attending this call, we made this presentation, and now we're going to open the Q&A session. Mario is also here with me. All the officers are here, all those are involved in the transaction. Some of the questions will be answered by me and some of them will be answered by Mario.

[Operator Instructions] Our first question comes from Daniel Travitzky with Safra.

I have 2 questions on my side. The first one is related to the turnaround of the assets, the renewable assets. I would like to understand how you're going to go about in terms of deadline costs and how this operationalization is going to take place so that we can understand the operational synergies that you mentioned? And my second question is in relation to the funding of the transaction. On the slide, you mentioned that you are aiming at 4.9 that net debt over EBITDA. I would like to understand how this is going to happen without a need for an offer. How are you going to contract this and how you're going to go about in terms of dividend payment? How are you going to go about for the funding of this transaction? And then if I could ask another question, just to clarify, what would be the residual amount that you mentioned at the end of the concession of the hydro assets that you consider?

Daniel, I'm going to start answering the question, and then I'm going to turn to Mario. Okay. Wind assets. So wind assets are very sensitive, sensitive from the daily operations considering the team that is involved in doing the operation and also when you have to do the maintenance of the equipment and also considering the chronic problems that some components have. So we have 1 giga of installed capacity, considering that the companies that are involved. And we're also concerned on how we're going to anticipate the wind equipment. So AES, when analyzed, we saw some similarities concerning the problems that equipment had on a daily basis. So there are quick actions related to site management, planning and maintenance and even chronic problems of equipment, where we also have a strategy of component supply, maintenance, predictive and preventive maintenance. So there are many activities that we are going to include from -- that starts from providing training for the personnel so that we can improve the performance of the assets. So it's not a single solution. Each asset -- according to our analysis -- we did a very deep analysis. Some asset would require quick actions and some asset would ask us to rethink the operation and maintenance philosophies. So that we can develop the scope with the supplier. And some have chronic problems with equipment. So we are going to study this and establish some initiatives so that we can anticipate the replacement of components so that the failure will never happen. So those assets are different. Hydro assets are different from wind assets. So this is the philosophy that we have been applying in the assets and how we look at the assets. So we saw a lot of opportunities to look at AES equipment from this viewpoint. There is 1 or 2 cases that would not make sense to improve performance, considering the level of CapEx that would be necessary to improve the performance because it would not be worth the activity. So there are some assets where we are going to continue with the performance, not reaching the optimum levels. But we see some opportunities of recovery, so similar to the parameters of the project, depending on the case.

Daniel, thanks for the question. This is Mario. Considering the funding and capital structure, yes, we are ready for that. We planned for this moment and for this transaction. I would like to say that in the past few months, we completed -- in April, in fact, we completed 2 important captures, and we recomposed our risk cash related to previous project. So at this moment, the current cash position is BRL 4.6 million in cash to date. In addition to that, we hired together with 4 banks in the system, when bridge finance for the redemption -- for the option of redemption of up to BRL 5.4 billion for the next months in order to settle this transaction. So we had a conscious decision to be overfunded for this transaction. So we are also going to have a consent negotiation that will also involve AES Brasil team for -- so that we are going to consider the debts of AES Brasil changes -- and we are also going to make some changes to the clauses. And we are also going to be prepared to settle some debts when we are ready. So this is why we have this overfunding situation. We also discussed internally, and we had many new resolutions with the Board, with the controllers and we decided not to have a structure that will need an equity follow-on. So we are not planning an equity follow-on in the short, medium and long term. So this is not something that we are expecting. We understand the leverage a bit longer than we expected a little higher than we expected in the beginning. But as Fabio explained the deleveraging process is going to be very quick, and this is the strategy. In relation to your third question, in relation to the residual value of the hydro assets considering that some concessions may not be renewed. Allow me not to mention any figures, any numbers, because there are specific rules how those values are calculated. But there are some assumptions that can be discussed such as the case of CESP in the past. So allow me not to disclose any amount because that wouldn't be to the best interest of the companies. But I would like to say that we are very conservative when we define any indemnation in this regard. So we are going to be very active in renovating those reels and maximizing the compensation for those assets.

And only Daniel -- Daniel only to add, as Mario said, we cannot provide you with details, but we did not consider any residual value in the basic project. So the amount that is in our valuation are incremental investments that were made along the concession that were not 100% depreciated. So you can have an idea that this is something very marginal. It's not a significant amount that was considered in the valuation we made.

Our next question comes from Giuliano Ajeje, UBS.

I have 2 questions. The first is a complement to the previous question. This compensation volume at the end of the transition, you're not considering a earn-out, that's my first question. And the second question is the following. In your presentation, you assumed that there's a leverage scenario considering that 70% of AES shares will opt for the cash. What happens with the leverage of the company if we consider the 94%. Just for us to have an idea why are you're assuming 70% and not 94% because the most likely scenario would be the option 3 cash.

Giuliano, we have no earn-out. It's a company that has nothing to pay to the current shareholders in the future, 0 earn-out. So the amount not was very realistic at the end of the concession, but there is no earn-out to be paid by the current controllers of AES. The leverage here, we consider the scenarios -- and this is a leverage that does not cause any concern. If 100% would opt for option 3. As we said, we do not need equity follow-on considering this basic scenario. And even in the extreme scenario, we will not need an equity follow-on. As we mentioned in the presentation, the leveraging process will be very quick. The capital structure is very robust and does not require any additional contribution from the shareholders in the next years.

Is there any reason for determining 70%? Is -- in addition to Votorantim, do you have any other indications that others will opt for option 1?

No, we do not have that because the disclosure was made yesterday. We do not have any expectation. So this was just an estimate that we made. It would be too conservative to say that the option 3 would be the most chosen one. So we just wanted to mention what's our capacity to add value. I think this was based on a very realistic way considering our capacity to demonstrate to the market. This is an excellent transaction, and the company is really going to generate substantial value much beyond that of what we consider to be a synergy for the transaction.

Let me ask the third question, maybe the most important one. Nobody questions your capacity considering everything that you have been delivering along the years. But there is a question in relation to the amount that was paid for AES, which was above the expected level but also beyond sell-side targets. So we would save BRL 55 billion -- BRL 5.5 billion and you're paying BRL 7 billion. So are there some synergies going to AES instead of keeping the synergies to Auren? So my question is in relation to the amount that is being paid to AES.

So we can provide more details about the corporate synergies as we showed the level of PMSO, which is very clear, for example. There are some synergies which are obvious, and we can make some comments about them, which is the fiscal credit with CESP that is going to be used in this transaction. There are other synergies that we cannot disclose because that would be a guidance to the market. But we have to be very correct in the sense that we are not going to disclose the assumptions for this transaction. But we consider, Giuliano, is that we are having a very balanced transaction. The payment is very much in line of what we saw for AES Brasil. And you know that the value considers the market at present and other factors that caused the depreciation of the company. There are some operational aspects such as the level of performance of the assets causes some pressure on the value considering the frustrations in terms of this performance. So there are some synergies that we'll bring about by the 2 companies that made us very comfortable considering the amount that we paid for the company. And we are comfortable because we understand that we are going to add more value to our shareholders after the transaction. And you know that we are very disciplined in allocating our capital, and you understand that we are very cautious, very careful in the evaluations. So we spent 2 years testing opportunities in the market. And for sure, best opportunities did not -- could not compare to what we saw in this opportunity of AES Brasil. And we even mentioned that if we had taken previous opportunities, we would not be able to take this opportunity in our hands now. So the company along the time took us to this opportunity of looking at AES in all those dimensions. So it was a fair value paid for the asset. This is how we understand. We understand that the synergies are clear, and they are going to be captured very quickly and we are also going to capture further synergies in the future.

Our next question comes from Marcelo Sá with Itau.

Is there any synergy in relation to premiums, any premium synergies that are going to be incorporated in the business?

I'm going to turn the call over to a specialist, Mario. Mario is specialist of the premium aspects.

Thank you for the question. Considering all the synergies, yes, that are premiums. There is a higher value in the acquisition in the nominal value of about BRL 1 billion and the amortization across time may generate a present value of VPL, which is higher than 1/3 of this nominal value. I must also say that this amortization competes with other important synergies in this transaction in addition to the potential corporate synergies, G&A, PMSO synergies that are also synergies which are connected to approvals of the fiscal credit of CESP BRL 790 million that CESP has, which are assets based on the actual income. We can accelerate this tax credit. We can also optimize some incremental debts related to the finance of the acquisition that will contribute to the synergy of the transaction, the improvement of wind assets that we have already mentioned, the gain in the combined portfolio. And as we put together our efforts with the AES team, I believe that the combined company is more able to refinance considering the debts that we have now and the higher value that you mentioned will be added to those synergies in the very short term. This competes with some of the tax shield gains but not after the third or -- second and third year. So this is -- and in the third -- second, third year, this is going to be even stronger. This is when you have more taxable results. That's right, Marcelo, and this will be applied in a more intense way. Considering that deleveraging will be quick, we are going to gain, we capture this with more value. And this will be more intense in the second and third year.

Our next question comes from Antonio Santos Junqueira with Citi.

Can you hear me?

Yes, we can hear you.

I have some questions. So will the transaction be adjusted according to CDI or is it going to be fixed?