Engie Brasil Energia S.A. (EGIE3) Earnings Call Transcript & Summary

Good morning, everybody. We are now starting the video conference to discuss the partial sale of Engie Brasil Energia stake in TAG. I am Rafael Bosio, Investor Relations Manager of Engie Brazil and I would like to make a few announcements before we start the video conference. At this moment, the people connected are in listen only mode. Subsequently, when we open the Q&A session, participants will be able to send their questions through the Zoom Q&A option. We have made available CVM on our website, www.engie.com.br/investors, the file with a presentation that we will be using during the meeting as well as the material fact about the transaction. Before proceeding, I would like clarify that all the forward-looking statements made during this video conference should be treated as forecast that depend on the country's macroeconomic conditions on the performance and regulation of the electric sector besides other variables. We remind journalists who wish to ask questions that they can do so by e-mail, sending them by the company's press office. Joining me today on this video conference are our Chief Executive Officer, Eduardo Sattamini; and our CFO and IRO, Eduardo Takamori to whom I will give the floor.

Good morning, everybody. Once again, it is a pleasure to be with you once again. It's part of the transparency of our operations to speak about another relevant transaction that we have carried out. The video conference today is to explain how this operation was structured, the underlying rationale and which are the next steps to attain the financial closing of this transaction. Let's go on to the next slide where we can explain to you the structure we had a structure where Engie had 66%, but with a governance of co-management of this asset. Now, this transaction will now align the present-day governance with the shareholder stake. Now the price of the 15% sold CDPQ, which will enable CDPQ to have 50% alongside with Engie. Engie will have 17% in Engie Brasil Energia and 31% was BRL 3.1 billion for that 15% stake. Here, we have BRL 37.5 billion for 100% of TAG where we have a debt of BRL 16.7 billion net debt presently. And we compare this with the amounts that were paid in 2019 of BRL 35.1 billion. Now we remind you that for that period between 2019 and 2023, we had approximately BRL 1.5 billion paid out to Engie Brasil Energia. And if you consider a little less than half of this amount, we would have BRL 600 some million also referring to the 15% that were part of the dividends. Now this transaction reinforces our partnership with CDPQ. We have an environment of co-management between ourselves that is highly positive and CDPQ will obtain 50% of stake, and we can monetize that value from the acquisition of TAG and this will enable us to work with the turnover of assets. We have a very significant pipeline of investments in energy, and we did not want to exert pressure on our debt ratio, and that is why this transaction will bring in cash to the company and enable us to invest in new projects very well. Let's go on to the next slide where we explain the underlying rationale of this transaction. So partial monetization of the value created with TAG acquisition, which is very important, we were reflecting upon the value of TAG in Engie Brazil, the 17% that we maintain will have a significant value. It reinforces our partnership with CDPQ and will enable us to work on the turnover of our assets. As we mentioned, we have a significant pipeline for coming years. We have just carried out a significant acquisition, GIP share in Atlas Cruzeiro that will also require capital, of course. We also have a continuity of the existing TAG governance structure, there will be limited impact on existing governance. And of course, we have alignment with Engie Brasil Energia long-term strategy, a portfolio rebalancing and we will be able to focus on the core of our business. In the next slide, we refer to the process. December 28, we have the signing of the transaction the sale and purchase agreement with CDPQ. We will now await the regulatory approvals. We don't believe there is a need for approval of the anti-trust agencies, we are not bringing in any new player. This is simply a change of shareholding capital among the present day shareholders, and we will have the closing of the transaction in January once we have the fulfillment of precedent conditions. Now this is our last slide, Rafael. Now we, of course, will be at your disposal to respond to any of the doubts that you may have through the Q&A session, and you will also have the possibility of contacting Rafael or Eduardo Takamori to dissipate any doubts that you may have regarding this transaction very well.

Eduardo Sattamini, we will now go on to the Q&A session. We have 2 questions. The first from Daniel Travitzky [certified] from research. The question is if Engie Brazil needs to raise resources in the future, can they sell the additional 17%? Or is the shared stake considered as a priority.

No. We can, of course, there is no situation that would not allow us to carry out this transactions. What we do maintain is a relationship of reciprocity with CDPQ in the transaction carried out now, we offer the transaction as EBE, we saw the possibility of capturing value to materializing this value as part of the needs we have in cash flow and CDPQ will probably not think it is interesting to dispose of their stake. As EBE, we took the decision to sell and they allowed us to work with this joint sale. Of course, there is a possibility that Engie Brazil will sell the 17% it still has, if the conditions are adequate. And of course, if we are interested in this. So far, this is not part of our radar. It's not our vision to sell the stake, but it is a possibility, of course.

Thank you, Sattamini. The next question from Marcelo Sa, Itau. And what is happening in terms of fiscal issues, if you have losses that could perhaps be used?

The book value of TAG reached BRL 10.8 billion in the third quarter, Marcelo, which means we will have the opportunity of course, making the most of this because of the loss of Pampa right. Takamori. Takamori perhaps you could expand on this.

This is already addressed.

As another question from [indiscernible] if this operation will generate profit or losses and if we have the approximate values for this.

So we could discuss the financial part, therefore. Now we will have BRL 1.6 billion, simply by working with this pro rata of those BRL 10.8 billion. This will generate capital. It will also generate profit based on taxes. And the losses from Pampa. Now this operation has been signed, but the closing will also be at the end of January. So these results will appear in our first quarter results, and we're going to have to assess how we do this. But yes, the operation will generate significant capital gains.

Thank you, Takamori and Satta. The next question comes from [indiscernible]. So the trend is to have a payout of 100% in 2024, after this financial restructuring.

I don't believe so. In the short term, we still believe that the best destination for the money is to reinvest this amount our expectation, which is important is to have significant capital disbursement in the coming 2 or 3 years to continue concluding Areia Branca [indiscernible] and other transmission projects that we are building. This will require BRL 11 billion only in the next couple of years, and we need an additional BRL 3 billion for cruzeiro. So it would not be very reasonable to increase the payout at this point in time and have to carry out other leveraging operations. The best solution, we believe, therefore, is to keep this amount in-house. Taka simply to complement this our strategy has always been very clear and we pay out 100% when we don't have any investment opportunities. We have already contracted several opportunities, and we do have the possibility of new projects in the auctions and they will be a priority. Of course, we need to have an adequate financial discipline, seeking returns that are above returns of the assets that we have just sold out. And it adds value creation, and this is how we create value for our shareholders.

Satta and Taka, I'm going to skip a bit the order of the questions. There is a question that relates to what you're speaking about, Daniel from Banco Safra asks if within the projects, it could be a target for this, you would include Jirau.

Well, Jirau is not part of this equation. Jirau, of course, could become a project, and it could represent a contribution of assets. We could go back to doing what we did in 2010. This is not the reason why we're carrying out this transaction now for an asset rotation. This refers for investments in new capacity, the investment and the acquisition and the possibility of investing in new lines if we end up winning an auction.

Thank you, Taka. Thank you, Satta. [indiscernible] from Morgan Stanley asks if there will be generation of taxes in this transaction? And if we have an estimate of the amount. Do we address this or not here?

As we mentioned previously, if we have a sale that is worth BRL 3 billion, the book value is 1.6, this will generate taxes of BRL 5 billion approximately at 4%. So we will have approximately BRL 500 million in taxes if this operation is closed, this will be the financial impact. And we have carried out other operations to consume these losses. So this is an operation that will generate BRL 3 billion in cash and BRL 1 billion in cash for ourself.

I do have a question from Daniel [indiscernible], who carried out an analysis, and I'm going to summarize this in [indiscernible] why did we decide to work with this asset rotation and sell our stake in TAG instead of working with an issuance to raise of BRL 3 billion. The taxes would be only 9% to 10%. And of course, we would have to leave aside the contributions from TAG. We prefer to work with asset rotation.

Taka, would you like to answer this? Or should I. I will begin and then you can conclude.

Well, the first point, that's a very good question. And naturally, the issuance is 1 of the options that we have in hand. But this is an operation that is an in-house operation and enables us to raise capital with a focus on our core business, which is a focus on electrical energy. And what is important here, the times and movements of this transaction. Throughout this time of investments in TAG, we saw that we had some values that became crystallized. We had a market opening that has already led to a monetization. And we thought it was the adequate moment to raise capital and it coincided with the interest of our partners in that project that wanted to increase their stake. Of course, we could work with a follow-on and there are other possibilities for equity and debt as well. This was the decision that most added value for our shareholders in this point in time. But yes, of course, follow-on could be part of the radar as well as other leveraging alternatives this coming year. And I remind you that we have a significant number of new investments, new commitments for the coming 2 or 3 years. I have nothing to add to that.

That was very good Takamori. You did a good job with that answer very well. The next question is from [indiscernible]. The gas transportation business is a strategic business for Engie or is it only part of a tool for the rotation of assets. Do you continue to have interest in the TAG business.

As we mentioned, for the group for Engie, gas historically has been part of its business. It's strategic for the room to have gas for Engie Brasil Energia. We had the opportunity to carry out a good investment that brought value. But the core of our businesses is energy and generation of energy. So there is a possibility of future divestments and in alignment with our purpose, our core business.

Thank you, Satta. Marcelo Sa from Itau with a new question asking if we're more optimistic with the development of renewable energy. The CapEx of solar energy dropping. And well, if this makes us more optimistic.

Well, these are good signs, but not sufficient yet to enable us to have a very optimistic vision in the midterm when it comes to energy generation. We have seen an increase of demand and a rather timid reaction in terms of prices, and we're aware, of course, that to become sustainable. The market should reach a point of balance, it'll go back to a point of balance and opportunities will once again appear. In the meantime, we're seeking opportunities for contracted assets the Cruzeiro project from GIP transmission line, which brings about resiliency and stability to the company's cash flow until we are comfortable once again in making investments in renewable generation. And you should not forget that we have in projects being implemented that will benefit, not from the reduction of CapEx, but from the enhancement in the price margins. And of course, the idea is to leverage these projects. Well, these projects when they were approved were approved as part of this context. We knew we would have a period of a surplus of supply in that rate towards the end authorizing projects with discounts. This had already been 14 in the plan. And of course, these projects are being built. They are the 2 large projects that we are implementing at presence.

Thank you, Satta. Very well. At this point, we have no further questions. And because of this, I think that we can end the call and return the floor to Sattamini and Takamori for the closing remarks.

I would like to thank all of you in this period between Christmas and New Year. We did have to do the -- close this week, we would have liked to have done it before, allowing you more time to digest the news, but I believe that it's part of our lives of rushing around and trying to conclude our goals until the end of the year. I would like to take the time to thank all of you to wish you a very good end of the year and a great deal of success in 2024. Have a very good end of the year.

Everybody, thank you. And with this, we would like to conclude the call today. Have a good new year, and see you in 2024. [Statements in English on this transcript were spoken by an interpreter present on the live call.]