ENCE Energía y Celulosa, S.A. (ENC) Earnings Call Transcript & Summary
November 17, 2020
Earnings Call Speaker Segments
Operator
operatorLadies and gentlemen, good afternoon, and welcome to the ENCE conference call to explain the incorporation of a minority partner in its Renewable Energy business. I now hand over to Mr. Ignacio Colmenares, Executive Chairman; and Mr. Alfredo Avello, CFO. Mr. Chairman, please go ahead.
Ignacio de Colmenares
executiveGood afternoon, ladies and gentlemen. Thank you for joining ENCE's conference to explain the incorporation of a minority partner in our Renewable Energy business. Our CFO, Alfredo Avello; and our Head of IR, Alberto Valdes, are also connected. After a summary of the transaction, we will be pleased to answer any questions you may have. I believe this transaction is very positive for ENCE. We decided 1 year ago, as you remember, to sell a minority stake in Ence Energía due to the high valuations of renewable assets. The process was launched in February. Due to the pandemic, the process was temporary in standby. We restarted the process in June. Due diligence was conducted during summer, and we finally selected the best offer at the end of September. We are gaining a strong partner to grow in renewables and to contribute to the ecologic transition in Spain. ENCE and Ancala, we are both aligned and committed to this goal. We will maximize the value of our CSP plant in a different deal. The transaction values our Energy Business at over EUR 1 billion and reinforces our balance sheet in the time of uncertainty around the impact the duration of the pandemic. Once COVID is over, we will be in a strong position to boost our growth and to become a indiscernible in the new bioeconomy in Spain, not only in Renewables, also in Pulp. I will now invite Alfredo to give you a brief summary of the transaction.
Alfredo Avello
executiveThank you, Ignacio. We have agreed to sell a 49% equity stake of our subsidiary Ence Energía to infrastructure investment fund, Ancala Partners, retaining control of the business with the remaining 51% stake. Ancala Partners is an infrastructure investment manager based in the U.K. with around EUR 1 billion of assets under management and with investments in a wide variety of infrastructure sectors including renewable energies. The agreement excludes our 90% equity stake in the 50-megawatt CSP plant in Puertollano, which is being sold separately. As you may know, Ence Energía is the largest generator of renewable energy with agricultural and forestry biomass in Spain with an installed operating capacity of 266 megawatts distributed over 8 biomass clients. The transaction encompasses not only Ence Energía's current operating biomass capacity, but also its pipeline of future renewable energy projects in Spain, which amounts to 405 megawatts. This pipeline already has access to the grid and secured locations. It comprises 3 biomass projects with a combined capacity of 140 megawatts, another 4 PV projects with a joint capacity of 240 megawatts and 1 project to hybridize the Puertollano CSP plant with a 25-megawatt biomass boiler. The development of these projects await a capacity option for the implementation of the National Renewable Energy Plan in Spain. We are completing the administrative process, and we expect the first capacity auctions to be called before the end of the year. The transaction is valued at EUR 186 million. This figure includes EUR 154 million of debt, but does not include the value of the Puertollano CSP plant, which was acquired November 2018 at an enterprise value of EUR 146 million. The price agreed for the 49% equity stake in Ence Energía, excluding the CSP plant, amounts to EUR 359 million. Of this amount, EUR 225 million will be received at the closure of the transaction in December. The reception of the remaining EUR 134 million depends on reaching certain milestones in the development of the biomass pipeline as follows: firstly, the biomass capacity auctions were up to 140 megawatts; secondly, the awarding of this capacity to Ence Energía and the price secured for that capacity; thirdly, the CapEx required for the commissioning of the power plants; and fourthly, the operational performance of these plants until 2028. EUR 130 will be progressively received as and when we reach the ]. Thank you.
Ignacio de Colmenares
executiveWe will please -- thank you, Alfredo. We will now be pleased to answer any questions you may have.
Operator
operator[Operator Instructions] The first question from Alberto Espelosín from JB Capital.
Alberto Espelosín
analystI have 3 questions. The first one is from the EUR 225 million. Is there any commitment for the Energy division or can you take the 100% of the amount to the Pulp division?
Ignacio de Colmenares
executiveCould you repeat your question?
Alberto Espelosín
analystSo from the fixed EUR 225 million that you received, is there any commitment for the money to stay in the Energy division or can you take the 100% amount [indiscernible]?
Ignacio de Colmenares
executiveNo. No, Alberto, there is no commitment, and the money is not going to stay in the Energy division.
Alberto Espelosín
analystOkay. So that was my second question. As it goes to the Pulp division, how is the money received in the Pulp division going to be used? Are you thinking on reducing leverage, distributing an extraordinary dividend or maybe for investments in Navia?
Ignacio de Colmenares
executiveNo. It's going to -- as I told you before, it's going to reinforce the balance sheet of the company. And well, we have to wait and see how long the pandemic is going to take. Now we have to be prudent, and we are not going to use this money for anything. And once the -- we will have more vision about the end of the COVID, we will restart to grow faster, both in Pulp and in Energy.
Alberto Espelosín
analystOkay. Perfect. And sir, regarding the thermosolar plant excluded from the deal, do you expect to close the sale of this plant in the short term?
Ignacio de Colmenares
executiveWe are working for [Audio Gap]
Operator
operatorNext question is from Beltran Palazuelo from SANTALUCÍA AM.
Beltran Barroso
analystI would like to say or congratulate the team for an attractive price, and I think well, my answer was answered -- well, my question was answered regarding the other proceeds. So to wait for the pandemic to not be here and then grow in Pulp and Energy and maybe going forward, what's the hurdle rates for additional, let's say, investments in Pulp? And well, in Energy, we have seen that you allocate capital extraordinary, so no question in that regard. But what you have to see in the Pulp Business in order to make you allocate more capital in that business?
Ignacio de Colmenares
executiveWell, I'm not pretty sure I have understood well your question. I will try to answer. And if not, you [ repeat that ]. Well, we have a strategic plan. The strategic plan in Pulp now is on the standby. And it will be on standby until we see end of the pandemic, and we see a strong and definitive recovery of the prices of the pulp. And then the next step is to do this expansion at Navia, diversifying the products and producing dissolving pulp for the viscose industry and fluff pulp for the absorbent industry. That's what we are going to do once 2 things -- but 2 things have to happen before: One is that the pandemic is over; and two is that the prices of the pulp have definitely recovered.
Operator
operatorNext question is from Alvaro Lenze .
Alvaro Lenze Julia
analystI want to -- do you have a partner on the Energy Business, whether the debt-to-equity mix of investments going forward is going to change and whether the incorporation of a minority also changes your view on whether you should approach the investments via auctions or via PPAs?
Ignacio de Colmenares
executiveWell, regarding the philosophy of leverage where we have agreed with Ancala to be a bit more aggressive, and we are going to be -- to push from 4x EBITDA to 5x EBITDA in Energy. That's going to be an important change. But when we see -- are prudent if we compare with other competitors that are above -- above 9 today. That was the first question. And could you remind me your second question?
Alvaro Lenze Julia
analystYes. The second question would be whether your new part in Ancala is more prone towards PPAs? Or are you still looking only to finance the investments once you have an auction, public auction?
Ignacio de Colmenares
executiveNo. No. Our sense, what -- we don't like to be measured. And Ancala has both a minority stake on a company who doesn't want to have a merchant risk. Then the way to hedge this risk is either with feed-in tariff either with the PAs. Nothing has changed.
Alvaro Lenze Julia
analystOkay. My question would be, would your -- would the earn-out spending be subject on -- of course, they are pending on the auctions. But if you, instead of an auction, you develop the projects under PPA, would that also qualify for the earn-out?
Ignacio de Colmenares
executiveYes. Yes.
Alvaro Lenze Julia
analystOkay. And lastly, if you could please remind us what is the total expected CapEx needs for developing the current pipeline that you have? And how much of that would be financed via equity and how much with debt, and whether this equity would require a capital increase from the Pulp Business?
Ignacio de Colmenares
executiveYes. We will have a leverage of between 40% and 35%, yes. And regarding the total amount of money, nothing has changed. We have those 240 megawatts of PV, and that's, well, just below EUR 120 million of total CapEx, yes. And we have 200 megawatts, that's 250 more million of -- yes, 0.5 million per megawatt in biomass. Nothing has changed. It's our strategic plan.
Operator
operatorNext question, Jaime Escribano from Banco Santander.
Jaime Escribano
analystSorry, because I was kicked out from the call a couple of times, so if I ask a question that has been already answered, don't answer it, and I will ask you afterwards. I have 2 questions. The first one regarding the Puertollano plant, could you tell us what is the net debt in order to calculate the potential equity that you can get from Puertollano and...
Ignacio de Colmenares
executiveToday is EUR 82 million.
Jaime Escribano
analystIn equity, okay.
Ignacio de Colmenares
executiveNo, no, debt. Net debt.
Jaime Escribano
analystOkay.
Ignacio de Colmenares
executiveIs that what you asked?
Jaime Escribano
analystYes, yes. Okay. So EUR 140 million, minus EUR 80 million more or less, we are talking about EUR 60 million equity. Would that be a fair valuation?
Ignacio de Colmenares
executiveNo, no.
Jaime Escribano
analystMore or less?
Ignacio de Colmenares
executiveNo. No, that is not fair.
Jaime Escribano
analystSo EUR 146 million, is that the price you paid minus EUR 82 million net debt, more or less is EUR 60 million equity?
Ignacio de Colmenares
executiveNo, no. Yes, yes, yes. From a mathematical point of view, you're right. But your question was if I think that is fair, and I think that it's not fair.
Jaime Escribano
analystOkay. Okay. So then do you think that this plant now is valued at a higher valuation?
Ignacio de Colmenares
executiveYes. Absolutely.
Jaime Escribano
analystIs this because of the hybridization? Or because the yields there, the people [indiscernible] is lower, and as a result, the AV is higher?
Ignacio de Colmenares
executiveBecause the market of CSP is very hot today.
Jaime Escribano
analystOkay. Very good. And the other question, which maybe was answered. But the earn-out is subject to a minimum IRR of this 140 megawatts of biomass. So meaning, if Ancala is asking you to win these auctions, but guaranteeing a minimum IRR.
Ignacio de Colmenares
executiveWell, as we have said, there are different ways of getting this earn-out. We cannot be too much precise by phone because you have to take into account that there are auctions soon. And if I disclose the thing, our competitors will perfectly know what we are going to do, okay? Then we are not guaranteeing any IRR, but Ancala has bought 49% of the company with minimum yields on the -- from the strategic plan. Then we are going to work on with this line like we have always worked. I think that, as you already know well, we are going to get some of the earn-out as soon as the government publish the auction, even if we get 0. There is other point. It's the feed-in tariff we are going to get on the auction, if we get something -- some megawatt on the auction. The third item is once the biomass or the PV power plant starts to operate the CapEx. And the fourth is that in 2028, we will calculate the IRR of these -- of each biomass power plant, and we'll have earnout according to this IRR.
Jaime Escribano
analystOkay. And the earnout, you said is subject to the 140 megawatts, not the PV pipeline?
Ignacio de Colmenares
executiveYes. You are right, Jaime. It is subject to the biomass pipeline, correct, yes.
Operator
operatorLadies and gentlemen, we have no more question for the moment. [Operator Instructions] Yes. We have one more question arriving. You have a question from Javier .
Unknown Analyst
analystThis is Luis [indiscernible]. First of all, congratulations on your transaction. And maybe a very stupid question at this point. But seeing what the market reaction has been in terms of the valuation of the whole companies of today. And of course, we can understand that. In our humble view, it's, I would say, very low for the remaining implicit valuations of the Pulp Business. Do you convene that the Board will -- could they use part of the proceeds to maybe buy back some shares at this level so to create some extra value? I understand there's a limit on the threshold of the main shareholders, but maybe taking some treasury shares at these levels will make some financial sense. I would just like to understand what your views are. And once again, congratulations on the [indiscernible].
Ignacio de Colmenares
executiveLuis, we have to be extremely prudent because we -- our reason is that -- to know where the pandemic is going to go for. Remember that -- well, all these drama started in -- at the end of March. We told the market that we had 3 scenarios: optimistic scenario, where the problem was going to be over by summer 2020; a medium scenario, where the problem was going to be solved after summer 2020; and the pessimist scenario, where the program is going to be solved at the beginning of 2022. And then remember, everybody was a bit shocked about this third scenario, saying that we were a bit too pessimistic. And you remember that very quickly in March, we raised a lot of money. And that's why today, before this deal, we have over EUR 350 million in cash, because, well, the Pulp -- pulp as a commodity is very sensitive to the balance of demand and supply and while we have to be prepared to resist a long time with low prices. We have some technical people in COVID. And they have always told us, and they insist that vaccines are going to arrive, hopefully, to Europe on the first half of 2021. Sanitary people is going to be vaccined before summer, not you or me. People like me, we are going to start to be vaccinned after summer 2021. And a percentage of people immune in Europe, North America is going to be -- not before summer 2022 then it would mean that we have to be extremely prudent. If we have better news on the way and we can do financial things, we can maximize the value of certain things. We will, for the time being, we have to be prudent and we have to keep the cash on our -- and to be prudent. No, we are not going to do anything like that.
Operator
operatorNext question from Roberto Casoni from Otus Capital.
Roberto Casoni
analystMy question is -- well, most of my questions have been answered already. I have one question on the auctions that are expected for December. Now you just told us that you're going to be participating to the auction, yes? Are you participating with the PV auctions or the solar or to anything else?
Ignacio de Colmenares
executiveNo. I'm very sorry, Roberto. But as I told, there are auctions very soon, and we can't disclose here our strategy. You may understand that. All our competitors will be delighted to, if I do.
Roberto Casoni
analystNo. No, I understand. I understand. But just wanted to -- you can't even disclose if you're going to be participating for the solar or anything -- any power generation, correct?
Ignacio de Colmenares
executiveNo. The only thing I can do is what I have already told to you that we are working. We're going to start to construct the PV 240 megawatts in 12 months now and to start to do a cap of biomass power plants at the early beginning of 2022 or 2021. Now my...
Roberto Casoni
analystNo, no. I understand. I understand. I don't want to insist on that. I just want to understand a bit another thing. Some other companies are basically suggesting to us that the regulatory environment for those auctions will be a noncompetitive auction, i.e., price will not be the only element at which it will be considered. How would you comment to this?
Ignacio de Colmenares
executiveYes. Well, I don't know. We have like you have a order. And well, we have to finalize and to see how much of this draft is in the final order. I don't know. We have those association, a lot of allegations, but we will do that in 4 or 6 weeks' time.
Roberto Casoni
analystOkay. So you can't say you don't even know how the association is -- what is the association proposing to the government? Or if there is any...
Ignacio de Colmenares
executiveNo, no. I know because we are a member of the association. But I don't know if the government is going to take into account our proposals.
Operator
operatorWe don't have any more questions at the moment. [Operator Instructions] We have a new question from Diego .
Unknown Analyst
analystJust a quick follow-up on the Energy Business transaction. Given that you're now a partner and the business once you have greater visibility will need funding for future, is an IPO of the business an option that you and your new partner have considered in the future?
Ignacio de Colmenares
executiveNo. Not for the time being because the energy like it is today and with its balance sheet and its capacity of leverage have enough money to grow and to do 100% of our strategy. Thank you very much, ladies and gentlemen. If there are no further questions. I hope we will meet soon again.
Operator
operatorWe don't have any more questions. I give back the floor to Mr. Ignacio Colmenares and Mr. Alfredo Avello. Thank you.
Ignacio de Colmenares
executiveThank you very much to everybody. Thank you. Bye-bye.
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