Multiplan Empreendimentos Imobiliários S.A. (MULT3) Earnings Call Transcript & Summary

Good afternoon, ladies and gentlemen, and welcome to the conference call of Multiplan. We have here with us the Executive Directors of the company. We inform you that the presentation that will be done today is available for download at the website, ri.multiplan.com.br. Before we continue, we would like to clarify that any statements that might be done throughout this earnings call -- conference call regarding the business of the company, projections and operational goals are based on beliefs and premises of the Board of Directors of Multiplan based on information that is currently available. Forward-looking statements are not a guarantee of performance, and they involve risks and premises, which stem from forward-looking statements, so they might occur or not. Investors should understand that macroeconomic conditions, industry conditions and other operational factors might affect the future results of the company and might lead to results that are materially different from the forward-looking statements. I'd like to give the floor to the company, and they will start the presentation. The floor is yours.

Good morning. Me, Eduardo Peres, I'm here with Armando d'Almeida, Clarissa. And we are going to do the presentation of the transaction that was done yesterday. And then we will clarify your Q&A -- your questions during Q&A. Hi, Armando.

Hi. It's a pleasure to be here with you. It's a spontaneous conference call. Here, we will follow the presentation that is available on the website since yesterday. I'm going to start on Page 3, which will give you a general overview of the transaction. The lot that was offered is 111,260,000 shares. Of this lot, the shareholders, Multiplan Participações, José Isaac Peres, he exercised the right to 21,211,000 shares and ceded to the company, Multiplan Enterprises, the possibility of buying the 90 million shares left. That cession, that giving of those shares is based on preceding conditions, amongst them, the approval at the Extraordinary General Meeting that is scheduled for October 21, which we'll discuss later. It's important to highlight that the price of both transactions done by Multiplan Participações, José Peres and Multiplan Empreendimentos were done at the price of BRL 22.21 per share, which is a discount of 16.2% discount in regards to the price of the last 30 closings of the second to the last closing. Going to Page 4 -- sorry, still on Page 3. I have to mention a detail that is very relevant. When Multiplan evaluated this option, and we did all of our projections, we saw that exercising this option would not change the capital structure of the company in the sense of allowing our long-term plan, which is repurchasing the investments that we do in our properties, the expansion of our real estate as well as the deliberation of the proceeds of these. Now Page 4. The -- we're going to have the meeting on October 21. We will have long-distance voting, and I think that this is very relevant. And the shareholder and the MPAR and José Isaac Peres will be there. So the decision of purchasing or not is of the other shareholders that will be present. And they will make the decision of the company exercising this purchasing option or not. On the next page, Page 5, we try to show you and demonstrate the positions and the positions of the shareholders, how they are before and post transaction. And for this, we excluded the structure of the partnership structure, the shares that are in treasury or the ones that were canceled. The repurchasing of the company is given in 3 stages, as you can see on the right of the slide: first stage, 36 million repurchase; the second stage, 33 million repurchase; and the last, repurchase of 21 million shares. Amongst them, we're going to have the total canceling of these stages or partial, which is what we will evaluate. Page 6. We're trying to show the price of repurchasing buyback of this transaction, BRL 22.21, when you compare it to several other reference prices; amongst them, the shares that were in treasury until yesterday where a great deal of these were canceled. Yesterday at the Board meeting, we approved the canceling of 22,590,000 shares at a higher price than the buyback. We also compare it to the average price indicated by the market. The price is based on the last 30 days of closing of the stock exchange. We got yesterday's date as a reference for the share. The price of closing at the market is marked September 18, which is a discount of 17.9% of Wednesday's price, September 18, and it's a discount of 30.1%, 31.7% when you compare to the target price of the 12 houses that do the analysis of the results of Multiplan, indication that they have is a price that is public and it's at Bloomberg. That's our source. And there, you can get a discount of 30.1% on the price. And even bigger discount when you compare to the fair value of our real estate, the internal real estate evaluation that we do every quarter. So Page 7. I think it's a slide that is very important. And it shows that this capital allocation at the moment that it occurs in the conditions with which it occurs in the price. It allows for the company to do capital allocation in this repurchasing at cap rates that are the highest since listing the company, which is what we brought you a long period here to show you the analysis. We are buying, when we're looking at the last 12 months, cap rate of 11.9%. When the price of the last 30 days indicated, the last 30 closings of the stock exchange, it showed a cap rate of -- well, that's over the net results of the shopping malls. When you look at the projections of the analysts, the public ones, looking at 2027, you see a cap rate of 13% when you compare it to the share that was negotiated at 11.2% in the same period of 30 closings of the stock exchange. This shows a capital allocation at a rate that is very interesting when you look at the opportunities that the company has. Now taking into consideration in the opportunities listed on Page 8, it's very interesting to highlight that this is no coincidence. The company has prepared itself and it's been preparing itself to seize this opportunity. In 2022, post COVID, the company took as a strategic point for that year, the deleveraging of the company, making the company with a lighter capital structure, less leveraging to seize opportunities of the market in many ways. One of these is the expansions that we already showed of our enterprises or any other that might come up as the repurchasing re-buyback of a bigger lot, as you can see. Today, at a record light level of leveraging, and June 31 is -- you can see some reports, 1.4x, showing that this transaction represents about 1.3x the EBITDA over the last 12 months of June. So with that, you can exercise your projections or how the capital structure of the company would be post transaction should it be approved at the extraordinary assembly in October. Slide 9. You can see not only the cash generation of the company of July, we've shown -- you have the results available for the second quarter, but we updated for July, showing the cash and the cash flow -- operational cash flow is one of the indicators of cash generation. So you can see, you can compare with the flow and the amortization of the company, you can see that we have a lot of improvement too, and we can do this investment. We can see this single unique opportunity of buying a lot of 18% -- plus 18% shares of Multiplan, showing that we can have a flow of amortization that is very easy and continuing with the strategy of long term of the company of developing and acquiring participation and enterprises and returning capital to the shareholders through the repurchasing or the payments. I'm going to give you now the details on Page 10, where we try to show the returns on the shareholders that this transaction might allow us to have, giving you a yield given the repurchasing and giving the repurchasing that we've done, the buybacks that we've done in the second quarter of dividends and the interest over capital, which were already published a return of 21.6% when you compare it to the value of the company itself. On the right, we show you since the listing in July -- June of 2007 and the last 5 years from last year, some return indicators of growth of the company with the operational cash flow and also the net income. I'm going a bit quicker just to leave you some time for Q&A. Page 11. We see 2 -- basically 2 graphs to -- well, the first one showing that the free float increases after the acquisition, should it be approved, of 54.54% to 64.63% on the size of the company, so therefore, increasing the participation of the shareholders that are on the free float in a very expressive way. On the right, we took the last 12 months, and we redid them to show that this transaction with the necessary [ investment ] to face it, would it generate value for the shareholders? And we can see the generation of value through the net income through shares and over the last 12 months with data that is well known to you. So here, without any forward-looking statement; and here, with the operational cash flow, same operational result of the shopping malls, of course, of deleveraging, it doesn't have any impact. On the last slide, I would like to show you Slide 12, showing that the company has been extremely active. We don't follow a growth strategy just based on a single pillar. We've managed to grow the company on aspects of growth of area, productivity as well, per square meter when you see the same-store rent with sales in the same areas. So repurchasing those shares, generating the value for the shareholders. We've paid dividends. And on our own capital, we have the proceeds for the shareholders. And with that, we can have a return, a yield and we can show a growth per share of income per share measured through the growth and the future value. When you look at the difference for the fair value of the properties, a big discount between this and the value of the company itself. Well, that's what we wanted to provide you with the details. Thank you for your presence and the support of all of our shareholders and everyone that hears us. We are available for your questions. Thank you.

[Operator Instructions] First question, Bruno Mendonca, Bradesco BBI.

Armando and Hans, congratulations on this transaction. Undisputedly, it's an operation that generates value for the shareholders. Let me ask you a question on -- Armando, you were mentioning the levels of leveraging. I mean, they're not concerning, but we are in the moment of reviewing upwards the expectations of the Selic rate. And for a company such as -- that has a pipeline such as yours in several fronts and expansions, maybe M&As, and that has been ever vocal with the returns for the shareholders via buyback, it seems clear that you're comfortable with this level. So my question is very direct. Is there any study for the selling of some assets or anything that can help or give more comfort so that these investment plans from now onwards for the shareholders are executed in a more softer way? I guess that's my question. Is there any asset evaluation selling being concretely evaluated?

This is Eduardo Peres. We study, yes, deleveraging the company in several ways. One of them is this. Maybe we will negotiate a participation somewhere. That might happen in the near future, can happen because we are ready for the next opportunity that might come up. It's a possibility.

Next question is from Gustavo Cambauva, BTG Pactual.

I wanted to ask you 2 questions. First is, can you tell us about the timing for the conclusion? There is the events that are -- but I wanted to understand post meeting, how long -- whether if it's by bureaucratic issues or regulatory issues and even because of the fact that maybe you're going to have to execute more than one buyback. So buyback, cancel. Do you have an estimated date on when you should buy back 100% of this participation? And a second question is, can you share on the rationale of the percentage that was purchased by the company and the controlling shareholder? If you can tell us on how you discussed and you got to the 80 -- divided 80% with the company and it's 20% for the controller once we, when we look at deleveraging of the company, it seems comfortable on the side of the controller. I wanted to understand, maybe it's 35% of the company. So how do you see this? If you can give us this rationale to get to these percentages.

Gustavo, this is Armando. Well, your -- regarding the timing, there are several preceding conditions that are not of control of the seller or the shareholders. But when we look at a schedule, tentative schedule, our expectation is from -- well, on the side of Multiplan Enterprises, it might happen between the end of November, the conclusion of the transaction. That is our expectation. But here is a disclaimer that it depends on conditions that we don't have any control. With regards to the rationale, the shareholders, MPAR, José Isaac Peres, well, he used the rationale that he thought that would generate more value on the long term, ceding the company the right of being able to share with all the shareholders of the company that benefit of a lot of this size with a discounted price. So several analyses on several alternatives. There's always other alternatives. But this is an alternative that maximizes the use of cash of the company, where you use less cash and you have the possibility of removing those shares from the market. Well, these are shares that are not trading. So the beauty of doing this transaction, where you do not remove liquidity from the market, that to us is very important. Another point that I forgot to mention during the presentation, and it's important that it's very clear, that ceding that opportunity for Multiplan in the purchasing agreement of shares, which is a moment that all of you can read so you can understand all the details, that is in MPAR, they have the right of repurchasing those shares should the -- should there be an option not to approve. It's not that we are going to be done with this assembly, it doesn't approve, it goes back to the sellers, and they can do as they wish. No. Once again, you have MPAR that is they are buying these shares on the stipulated price, which shows the long-term commitment and the great opportunity for all the shareholders of Multiplan Enterprises in the sense of taking part in such an expressive lot and at a price that is discounted in regards to the 30 -- 16.2% on the discount.

Next question, André Mazini, Citibank.

A technical question and another -- well, the repurchasing will be done in 3 tranches. And is it via retail, so it doesn't go through the stock exchange? This is the first one. And maybe a follow-up of the following. If now with MPAR going to 35%, can we imagine that maybe there is an increase of an M&A that would accommodate another shareholder getting into the base? Or would it be possible, the possibility of getting another investor in the future block of control, such as there was OTPP for 20 years in the company and it works very well. Can we imagine that it would be another shareholder on the long term on the block of control, depending not only on M&A, but a preference on the side of investors?

Antonio (sic) [ André ], Eduardo Peres. I wanted to start with the second part of your question. Now I would like to clarify it well, there isn't this seeking or the head of having another shareholder because way back when, when we did it, we wanted to bring capital resources that we didn't have. So I don't see that need. The company got to a maturing and a stage that this account goes through -- well, it's easy going. And I don't see that happening. And the second part, André, is 3 tranches in the private market. It doesn't circulate in the stock exchange. This is one of the conditions agreed in the bylaws.

Next question, Jorel Guilloty, Goldman Sachs.

Two questions. First question is I wanted to talk about the canceling of the shares because if I see here the stages, you have 3 stages: Stage 1; and then it says Stage 2, 32,000 (sic) [ 33 million ] shares, the partial canceling of the shares; Stage 3, we're talking about the partial or total canceling. So I wanted to understand here, the idea is to cancel the full share of the 90 million shares? Or would it be less? How should we think about this? Second one, second doubt, about leveraging. Our numbers would be doubling to [ 2x 4 ] of the net to over EBITDA. But I see that these numbers you're talking about 2.25. So I wanted to understand, how do you think about leveraging? Do you have a ceiling on the covenant? But I also wanted to understand on how you think about the -- or there is a level of leveraging that you feel more comfortable? Or is it [ 2x 4 ]? How can you think about that?

Jorel, thank you for your questions. Well, first of all, in regards to the canceling, I wanted to say that at the Board meeting of yesterday, we approved the canceling of 22.6 million shares, [ 22,597,000 ] shares that were in the treasury until yesterday as a way of you being able to open the space, following the guidance of CVM, the Brazilian SEC, on the number of shares on the shareholder -- on the treasury. The first stage is necessary that you cancel fully, so you can have the second stage to fulfill. The second stage, you don't need to cancel it fully the shares. You can cancel a total or partial, facing the third or the second lot of 21 million shares. The decision of total canceling or partial will come up ahead. We understand that this doesn't change the economic or political rights. So we see this as being completely transparent. It doesn't hinder, it doesn't influence any decision if it's going to cancel the full amount or we're going to wait in treasury with a few shares. Second question regarding leveraging. Jorel, we had in the company several opportunities. And here, this slide shows the number 8, I believe, it shows leveraging above these different moments. Therefore, we had a moment of developing 5 malls, and it culminated in a bigger leverage. We had periods of purchasing minor shareholders in 2016, 2017. We also had, in regards to the closing during COVID, bigger leveraging. And it doesn't have an ideal level of comfort. I think that Eduardo said a very subtle point, which is simple, but it's very relevant. We saw this deleveraging is welcome because it provides us with a muscle, the capacity of focusing on new opportunities such as this one, a big opportunity, opportunity of relevant size. And we can see that there is going to be others. So the earlier that we go back to the levels, the better. That deleveraging, it gives itself naturally by the large margins that the company presents, big NOI or FFO, EBITDA, as you prefer. Naturally, you're going to deleverage the company, and it can be in an accelerated way if we understand that there is opportunities of negotiating the minor shares at prices that are attractive, not by need, but because we think it's a great business. So it's ways of you accelerating the deleveraging of the company. Now we don't have a threshold that we think that is good. We say when you pressure us a lot that 2, 3x is a comfort area? Yes. But what we are looking for is good capital allocation opportunities and not just doing an allocation to have a capital structure that on Excel is going to be great, but in practice is the best investment. We try to have the patience to try and do the best capital allocation and thinking about the returns of long term.

Our next question is Mariangela Castro, Itaú BBA.

Well, on my side, I wanted to understand how this transaction can change the strategic plans of the company, if you can talk about the proceeds. For the payment of proceeds, should we expect an extraordinary proceed? And also thinking about development, is there anything changing in the greenfields and also multiuse, if there is any changes in the trajectory in that sense?

Mariangela, thank you for your questions. Well, it doesn't change anything. We will continue to use the interest of our capital to distribute -- to make more money get to the shareholders. There is no significant change or, in fact, on the expansion plans of the company. We're very focused in fulfilling what we are saying every quarter, which is our commitment with the improvement of the services and the expansion of the shopping mall. Everything continues as it was planned.

Next question, Antonio Castrucci, Santander.

Congratulations on the transaction. This is good for the shareholders and the minority shareholders. So the question is the BRL 2 billion that you're going to do of acquisition, how much of this is financed via debt? Or how much is it going to be paid with the cash of the company? And would it make sense to wait for the next 12, 24 months to have a more leverage balance? Are you still going to pay the 50%, 60% of the income for the profit sharing?

Antonio, thank you for your questions. The first question, what are the plans? Well, they're not defined. The amount is being evaluated. We have several offerings for finance the company. But I wanted to remind you, we have the slide here of the presentation, that we have in July a cash of BRL 1.4 billion approximately. So that would give us a lot of tranquility, this Slide 9 of the presentation on the left. Second point, in regards to distribution, Eduardo answered in the previous question, it doesn't change anything on our long-term plan. It doesn't change anything the speed, the rhythm that we are doing things and that we plan to do -- that we already planned to do before we evaluated this acquisition. This is one of the conditions, the reason why on Slide 3 -- well, I went back to 3 to say that this doesn't change our strategic plan, the long-term strategy in any way.

Next question, [indiscernible], 3G Radar.

It's not a very question to get the question on the buy side, but I think it's important to register publicly, congratulate you on your posture on this deal. Regardless of it being an exclusive right of the controller giving the minority to open -- to increase its participation, [ MPAR ], shopping the best assets in Brazil and the best portfolio in Brazil, well, 13%, any proceed is a good message for the capital markets. So I think it's a very important element and it needs to be recognized publicly. Congratulations.

Thank you. We had the patience to wait for an opportunity that would make sense. You should have followed in several calls that everybody insisted on an M&A or acquisition transformational, and I think that we need to think about what makes sense for the company. That operation generates long-term value for everyone. It's the best way. So thank you very much that is here, everyone -- to everyone that is here.

We will close the Q&A session, and we invite the participants that still have the questions to contact the Investor Relations department. Now I would like to give the floor to the company for the last ideas.

Thank you for your time. I invite you all to take part on this meeting. It's very important. October 21, the shareholders are going to be there. MPAR and José Peres are not going to be there. So you will need to be present and manifest your votes. As I told you in the last question, we really thought that this transaction would make sense to the company as a way of -- well, this is a marathon, not the 100-meter dash. So we want to create value for the shareholders. Thank you very much.

Thank you. The meeting of Multiplan is closed. Thank you very much for your participation, and have a nice day. [Statements in English on this transcript were spoken by an interpreter present on the live call.]