Oi S.A. (OIBR4) Earnings Call Transcript & Summary

Good morning, ladies and gentlemen, and thank you for standing by. Welcome to Oi S.A.'s conference call. This event is also being broadcast simultaneously on the Internet via webcast, which can be accessed on the company's IR website, www.oi.com.br/ri together with the respective presentation. [Operator Instructions] We also would like to inform you that the conference call will be conducted in English by the management of the company, and the conference call for today will be conducted via simultaneously translation. This conference call may contain some forward-looking statements that are subject to known and unknown risks and uncertainties that could cause such expectations to not materialize and/or differ materially from those in the forward-looking statements. Such statements speaks only as the date they are made, and the company is under no obligation to update them in light of new information or future developments. We'll now turn the conference over to Mr. Rodrigo Abreu, CEO. Please, Mr. Rodrigo, you may proceed.

Hi. Good morning, everybody. Thank you for being with us for this call. And as you all know, we recently had our fourth quarter call. But when we had the call, we announced that we were still in negotiations with BTG for the InfraCo process that we had started earlier this year, with the exclusivity granting to BTG. And obviously, it was impossible to give more details about what was going on. It was a very intense negotiation process. As you all know, we had announced for a while now that the structural separation model would generate a competitive process by which we would select a preferred partner to go to the judicial process later on down the road. And at that point, we still had not completed that process. But after that, over the course of the following weeks, we were able not only to successfully complete our negotiations with BTG. But as you all know as well, last morning, we announced that we had come to an understanding to accept BTG's binding offer for the InfraCo structure. And as such, we have published any material fact of detailing at least the key aspects of the transaction. Obviously, we know that this is a very large and complex transaction. It is a process that started last year at our plan amendment announcement and later on at the -- our GCM when we announced that we will be creating a structural separation model and announcing that we would have an InfraCo UPI as part of our plan. And obviously, this has generated a lot of interest, a lot of questions about how we would achieve that, how it would be possible to separate the structure from the Oi's future operations. And obviously, it was something that it's very important to understand in detail to be able to analyze what's going to happen with the company going forward and how it fulfills our strategy for the long-term sustainability of the company. Obviously, now it's time to talk about the details of what we have accepted and the details of the structure and the transaction that we announced last morning. And at the end of the call, we will have time for Q&A as well to further answer questions that you may have. So without further ado, let's go to Slide #3. And on Slide #3, I would like to recap what are the key aspects of our structural separation model, which is part of this strategy. As we have announced several times before, in addition to refocusing the company to the fiber assets it has, both in terms of infrastructure as well as in terms of the future business focus of the company, we had said that we would sell our mobile operations to concentrate on our key fiber assets. And in addition to that, we would create this structural separation model as a key part of our transformation to be able to generate value in the future. And if you recall, as we highlight on Page 3, the structural transformation model ends up generating 2 parallel companies: one, which is the future of Oi -- the new Oi; and one, which is a company in which Oi will have a relevant stake, but will be a separate infrastructure company in the current structural separation model that we already see existing in several countries around the world. And by this model, on one side, the infrastructure company will be a true neutral network with a dedicated fiber infrastructure, including over 400,000 kilometers of fiber, including the FTTH network, and obviously, focusing on the wholesale business, which is to provide infrastructure and means to all of the operators in the country. And on the other side, we will have the new Oi. And the new Oi will be a customer-centric company focused on its residential business, corporate, government customers. Still maintaining the legacy network and all of the STFC, all of the fixed telephony obligations and networks as well and doing all of the activities that have the customers at the center, including sales, marketing, customer care, product development, innovation, and in the end, becoming more than a telecoms company, becoming a brand company that has connectivity and core connectivity services at the core of its operations, but that also has a very large presence in the corporate segment with our Oi Soluções, Oi Solutions, with IT services, with cloud services, with a lot of additional services to our corporate customers. And also providing what we call digital experiences to our customers, more than telecoms, including digital services, including content, including a number of other services, which will make the future of Oi. And this strategy has been put to work last year when we announced it at our plan amendment. It got approved at our GCM in September, and we started then to work to complete the process for doing the structural separation by actually going to the UPI model that we have approved at the GCM and creating the basis of the InfraCo UPI. And that was presented to the market in a competitive process. This competitive process actually attracted a lot of interested parties. And the interested party was looking to what's in Slide #4, which is the possibility of creating the largest telecom infrastructure company in Latin America. It will be a true neutral network operator in our plan as part of the amendment last year and the GCM that got approved by the creditors. We have a plan to reach over 30 million homes passed by 2025 with this new focus on the infrastructure company as a separate company. And this will allow us to massify the presence of optical fiber alone in brazil, enabling broadband, enabling 5G, enabling business services and doing a number of massive investments of approximately over BRL 20 billion in the next 4 years. And the way to do that, obviously, Oi will still be a relevant shareholder in the company, but the company will have a new controlling shareholder. And this controlling shareholder will have, at closing, 51% of the company. And this 51% will grant the company the required network neutrality -- needed neutrality to be able to provide services to all of the different operators in Brazil. Obviously, it will come with a complete portfolio of modular services. It will not only serve Oi as a key tenant, but obviously, all of the other operators in Brazil, starting with the basis that we already have a relevant wholesale business in Brazil and we serve all the other operators, but moving on to becoming a true neutral network serving Oi and the other operators with the massive infrastructure, which will be available for all. We will move, in this scenario, all of our wholesale contracts to the new company. And then it will become the first end-to-end neutral network solution in Brazil, in particular, for FTTH services. With that, we expect to have an InfraCo that we will start with an initial investment period with a lot of concentrated network expansion CapEx, in particular for FTTH, but this will be financed with a more efficient capital structure without all of the restrictions that we currently have for having to serve all the different needs of the company, and obviously, for being onboard of the planned restrictions and the RJ restrictions in terms of taking on that and having an optimal capital structure to finance our growth. And after that period of very high investments, the expectation for InfraCo will be that we'll not only generate a very high EBITDA and the run rate mode that we'll achieve after a few years, but obviously, it will also provide a very high return phase with a high cash generation. We have designed this company for the past 6 to 8 months. It's being put in place as we speak. And it will be really a true neutral company for pretty much all of the network requirements that Brazil may have in serving the fiber markets for all different operators. With that, we actually come to what do we mean by InfraCo in Slide #5. InfraCo, in reality, is the structural separations of assets. And we have to understand what InfraCo is and what InfraCo is not. So here, we try to give a very -- resume a very, very executive view of what the InfraCo and the new Oi will be in terms of the deal perimeter. So starting with the InfraCo. As part of the perimeter, we have all of the FTTH fiber assets and data assets, including our networks, including the metropolitan networks, including the data access networks, the data backbone, fiber backhaul. And those were all investments that were done as part of BTCM already. BTCM, as you know, is our vehicle, is our entity that concentrates all of the investments and all the activities for InfraCo. It was a vehicle that we already have. And as part of the strategy last year, we concentrated all of our infrastructure investments in BTCM, all of our FTTH investments and assets into BTCM. And BTCM then became the InfraCo entity as part of Oi group today. In addition to all of the FTTH fiber assets and data assets, we also will have all the non-STFC, the non-telephony fiber transmission assets, including long-distance fiber routes, including the fiber backbone equipment for transporting SCM capacity, all of the data capacity, the network management operation centers. And with that, we complete all of the fiber assets that we have in place together with the FTTH fiber assets and the data assets. In addition to that, it will bring with it an IT infrastructure, including all of the operating systems required for the operation of the fiber assets, the so-called OSS Systems. It will also complete the wholesale Business Support Systems, which will comprehend the Business Support Systems that currently provide services to the wholesale clients. And additionally, it will bring traditional corporate support systems and support networks. With all of that, it will also have infrastructure sharing rights provided by Oi. It will have the rights to use Oi's real estate for equipment colocation. And it will have access to the dedicated real estate, which is today part of our infrastructure operations. On the commercial side, obviously, all of our commercial operations for wholesale is moving on to InfraCo. And this includes marketing, sales, wholesale, the business teams, all of the wholesale contracts with other operators and the network swap agreements we have in place. And obviously, the InfraCo will also comprehend the fiber technology and operations team. A good part of the fiber technology and operations team that we currently have at Oi, we'll move on to the InfraCo side. And this is InfraCo. This is the deal perimeter, a simplified view of the deal perimeter. On the other hand, it's important as well to understand what InfraCo is not and what will remain at Oi. And at Oi, we will remain -- and in particular, it's very important to highlight that with all of the STFC assets, meaning the copper distribution networks, the copper access networks, all the switching infrastructure, all the distribution equipment, the public -- the payfone use, the public telephone use network, all of the STFC network management business and the associated transmission assets. So we have a legacy backbone, a legacy backhaul, a radio transmission network, all of the towers, the satellite capacity. So all of the STFC transmission assets remain at the new Oi. We will also keep, at Oi, the legacy data network. So the xDSL assets and the legacy data networks remain with Oi. And this includes the core networks, the BRAS, which are the access concentrators and all of the associated assets that serve [ VALOCs ] and the low-speed broaden capacity and services today. So those elements of infrastructure stay with Oi. Oi will also obviously maintain all the rights of way for STFC, the rights-of-way agreements, the infrastructure that we have there for STFC. And this obviously remains an important component of our STFC service. Oi also maintains all the Pay TV assets, including DTH, including IPTV and including the content management systems and OTT systems that we have to provide content to our subscribers today. All of the IT infrastructure, the traditional IT infrastructure, including BSS for consumers, business customers, corporate customers, the legacy OSS and all of the associated IT infrastructure assets as well. We maintain all of the customer operations with us, as I already highlighted. So marketing, sales, product development, all the residential business and corporate customers, Oi Soluções, customer care, and obviously, all the support areas that we already have. It's also important to highlight that as part of the separation, Oi maintains Serede. And Serede is our separate operation for field installation and maintenance services. This has been one of the reasons why we believe our expansion in fiber has been so successful. So we maintain Serede with its over 20,000 people operation in the field across the entire country. And we also maintain in-house Tahto. Tahto is the former BTCC, which is the customer care company that we have at OI as part of the Oi group, which will continue providing services to all of our customers across our operations. And we maintain Oi Futuro as well. So it's important to understand that the deal perimeter actually highlights that InfraCo concentrates all of the fiber infrastructure, all of the transport infrastructure for data and for our non-STFC services, and obviously, all of the associated infrastructure to it and the wholesale operations. And all of the remaining assets remain at Oi. With this, Oi will not only be able to maintain its obligations to all the current regulatory services it provides to its customers, but it will maintain the customer-facing operations for all of the services it will continue to operate. So in a nutshell, this is the deal parameter. And this is how the proposal got structured when we first started to interact with the potential bidders and how all of the assets that we will make part of the InfraCo operation got separated to receive offers as part of the process that we conducted. And with that, we actually go through the operation itself from Page 6. And as we know, we have been talking about the value of this deal for a long time. When we announced our transformation plan, we mentioned that we saw a significant enterprise value potential at InfraCo for Oi. And we mentioned that it would be an EV of a minimum of BRL 20 billion. And that EV obviously came with a very complex infrastructure and a very complex operation to be put in place. And we're glad to say that after all of this process, we were able to actually attract an EV proposal of close to BRL 20 billion, respecting the minimum that we set as part of our plan amendment last year. And this by itself actually represents a significant achievement and materializing, as we have mentioned last year, all of the value that we believe that Oi has unlocked inside of its operations. So we started by unlocking the EUR 16.5 billion value of our mobile operations, which will help Oi really guaranteeing the means to continue investing and to assure a long-term sustainability. And now we actually come to the market and announced that we were able to secure the portion of the other portion of value that we believe was unlocked inside our operations, which is the unlocking of the EV of BRL 20 billion for Oi infrastructure operations. This in itself represents an EV/EBITDA of close to 18x. So it is a very, very significant multiple. It's one of the -- one multiple that represents an international benchmark, very close to our international benchmarks. And that brings a view that we really have a very promising operation in front of us. So in the next half of our presentation, what I would like to do is to go through all the details of how we have structured this operation and how to calculate the EV, how we have incorporated all of the elements of the BTG proposal and how this will play out and actually executing this in terms of unlocking the value and how all the value components will be assessed. I would like to call -- to bring into our call our CFO, Camille Faria. And Camille, if you could please walk us through all of the EV calculation and how we're going to structure the transaction, it will be great. Thank you.

Sure. Thank you, Rodrigo, and good morning, everyone. So going through the numbers of the transaction a little here. So on Slide 6, as Rodrigo mentioned, the binding offer, which we have accepted and granted the right to top, assumes an enterprise value of BRL 20.020 billion and BRL 20 million for 100% of InfraCo. It also has the assumption of a debt at closing of BRL 4.1 billion. This is as of December -- end of December 2021, which is the base date for the valuation and the expected closing date. Just to explain where the $4 billion came from, it came directly from the amendment to the judicial recovery plan in which there was a BRL 2.5 billion debt between InfraCo and Telemar that came from dividends declared by Oi module and not paid until the contribution of assets and liabilities to InfraCo. And that piece of that is already in place and being adjusted by 100% -- 115% of CDI for Oi. And the BRL 2.5 billion is the expected outstanding amount at closing. The plan also allowed us to have an additional intercompany credit line with InfraCo of BRL 1.5 billion in order to give us an alternative way of financing InfraCo's CapEx until closing. But up until now, we have not used that credit line. So the BTG proposal has, under its assumptions, the fact that we would -- or that we will use BRL 1.5 billion of intercompany debt and that the equity value at closing will have -- will reflect both the BRL 2.5 billion and the BRL 1.5 billion line. And I'll -- in the next slide, I'll show you what happens if we actually don't need to use that credit line, which is the case until now. We have an implied equity value pre-money of BRL 15.9 billion. But please keep in mind that the BRL 4.1 billion of debt is entirely intercompany. So it's ultimately cash flowing to Oi in BTG's offer. So at closing, what we will have is a primary capital injection in InfraCo of BRL 3.3 billion by GlobeNet actually. And this will help fulfill all of the obligations that the buyer has under the plan of financing the company's strategic plan as well as repaying the outstanding debt of the company at the closing time. And also, there will be a secondary tranche of BRL 6.5 billion flowing through Oi to acquire existing shares. So that at closing, BTG will end up with 51% of voting and total company capital. And Oi will retain 49% of the total and voting InfraCo shares. At this point, we are estimating that InfraCo will only have voting shares at closing. So it will be comprised 100% of ordinary shares. The 49% stake that Oi keep at closing, the number of shares representing this 49% stake will be maintained by Oi as a guarantee of the obligation of the plan and other as per the amendment of the judicial recovery plan. There are additional steps in the transaction that are -- have been agreed and are ruled by the FCA in case BTG is the winner of the competitive judicial process, which is an additional primary injection that will happen after -- that will happen 90 days after closing of BRL 1.6 billion, again, to help support the company's investment plan and fulfill other obligations. And that -- and with that, BTG will receive newly issued shares representing 7.8% of the company. That will dilute all of the pre-existing stakes that both Oi and BTG will hold or, at that time, GlobeNet will hold of InfraCo. In addition to that, BTG will also contribute GlobeNet, so -- the entire GlobeNet operation to InfraCo so that InfraCo will be the surviving entity here and GlobeNet will be entirely comprised inside InfraCo. And the value for that contribution has been estimated at BRL 1.5 billion. And this value will need to be validated by an independent third-party appraisal report that will be commissioned by Oi within the judicial competitive process. With the additional BRL 1.6 billion primary and the contribution of GlobeNet, BTG will then increase its stake in InfraCo to 57.9% and will dilute Oi to 42.1% without altering the number of -- the effective number of shares that Oi will continue to hold after 90 days. So if you move to Slide 7, we will detail a little bit each one of those components of the closing as well as 90 days post-closing steps. So on Slide 7, this is where -- this is the provision for the case in which there is no additional intercompany debt on top of the already existing BRL 2.5 billion at closing. So in case the additional BRL 1.5 billion intercompany that is not outstanding or not entirely outstanding at closing, Oi has the right to move a portion of the primary component to secondary at Oi's sole discretion. So what we have illustrated here is the 2 extreme cases, one in which 100% of the BRL 1.5 billion have been drawn and are outstanding at closing, which is BTG's binding offer base case. And the second case is today's situation in which we have 0 outstanding balance in this additional BRL 1.5 billion credit line between Oi and InfraCo. So in the case we have no outstanding debt, the primary would drop to BRL 1.776 billion. And the secondary tranche going to Oi would increase to roughly BRL 8 billion with no effect on the cash out by BTG and no effect on the final stakes owned by BTG and Oi at closing. So we would remain at 51% and 49%. It would basically be a reallocation of cash from the primary tranche to the secondary tranche, because if that's the case, then InfraCo would have less obligations at closing than what's implied in their base case binding offer. Regarding the secondary tranche, the BRL 6.5 billion, that can be increased, as we said, up to BRL 1.5 billion. In the BRL 6.5 billion, there is a first installment paid at closing for BRL 2.762 billion, so paid immediately at closing. In case we decide to reallocate part of the primary, whatever portion we allocate to secondary, that will add to the BRL 2.7 billion installment at closing. And in addition to that, we have 2 other installments. So we have a second installment in December 2022 for BRL 1.3 billion. And we have a third installment in December 2023 for BRL 2.4 billion. Both the BRL 1.3 billion and the BRL 2.4 billion future installments, they are updated by SELIC from the moment of the valuation date base, so December 31 until effective payments. So when the company receives this amount will actually have been increased by the SELIC during that period. And in addition to that, the Oi has the right to advance the December 2023 installment to 2022 by just merely informing BTG up to, if I'm not mistaken, 30 days, but it's November 2022. We just informed BTG that we would like to advance the 2023 installment, and it has to be paid in 2022. Just giving you a little bit more light on the second and third installments and the relationship with GlobeNet. The 2 transactions, they are completely independent. But the company and BTG have renegotiated the schedule in the terms of the 2022, '03 and '04 GlobeNet payments so that there is a full cash flow match between our obligations with GlobeNet and GlobeNet obligations with Oi being assumed under the investment agreement. So basically, we will -- if you look at the chart on the right side, at closing, GlobeNet will have to make a payment of BRL 2.762 billion to OI, that's entirely in cash. In 2023, Oi will own and will make a payment to GlobeNet of the 2022 long term of the -- the portion of 2022 of the long-term lease agreement that Oi currently has with GlobeNet. And what the company did is the company renegotiated so that the installment is now in reais or will be in reais if the transaction is closed. So it was converted to reais at a pre-agreed FX rates and then adjusted by SELIC until payment. And the amount -- and that amount will be exactly equivalent to the cash amount owed by GlobeNet to Oi also in December 2022. So the 2 transactions don't offset each other. We are not getting future GlobeNet payables as payments for the second installment, but we have renegotiated so that there's a full cash flow match and there is no longer FX exposure, neither on the part of GlobeNet nor Oi. We now both have obligations in reais. The same thing for 2023, we have renegotiated -- starting in 2023 and 2024 long-term lease agreements with GlobeNet. They are now -- they will be in reais if closed, if BTG is the winner of the competitive process and there is a closing to this transaction. And it will be adjusted by SELIC. And the payment date will be the same payment date at which GlobeNet has to pay the third installment to Oi. So that again, we will guarantee in 2023 a cash flow match between our assets with GlobeNet and our liabilities with GlobeNet. On Page 9, just to give an overview of the renegotiated long-term lease agreements between Oi and GlobeNet, and again, the renegotiation is already valid. So it only kicks in if BTG is the winner of the judicial competitive process and transaction reaches the closing date. But in case that happens -- I'm sorry, I forgot one thing. So just a slight detail here. The BRL 1.8 billion additional primary to be done 90 days post-closing. According -- in accordance with the terms of the amendment to the plan, this value will be updated by IGP-M from closing until the effective contributions to the company. So there will be a slight increase in that number when it's contributed to the company to reflect the accumulated IGP-M during that 90-day period. So going back to GlobeNet, as I said, just to give you a view of how the profile of the new obligation between Oi and GlobeNet will be if the transaction moves forward with BTG. We would then -- GlobeNet was valued at BRL 5.267 billion fair value. That's the economic value of GlobeNet. But at that time, GlobeNet will have an obligation to pay Oi BRL 3.749 billion. This is the second and third installment of the secondary tranche. So that the net contribution value of GlobeNet to Oi will be BRL 1.5 billion, again, to be validated by an independent appraisal report. And the profile of the renegotiated long-term lease agreements with Oi-GlobeNet will be an obligation in reais in 2022 of BRL 1.3 billion, an obligation in reais in 2023 of BRL 2.4 billion. Again, these 2 value to be updated by SELIC until effective payments. In 2024, Oi will no longer have any obligations with GlobeNet under the long-term lease agreement. And from 2025 until 2028, which is the remainder of the paper-based current agreements with GlobeNet, terms remain unchanged in U.S. dollars as they are right now. So with that, I will turn the presentation back to Rodrigo. Bear with us for a second. We're having technical problems. Rodrigo will be with us in a moment. I will keep going here while Rodrigo tries to rejoin us. So going to Slide 10, we believe there are significant synergies between InfraCo and GlobeNet that we took into account when accepting GlobeNet as a contribution within the binding offer that has been accepted. GlobeNet is a wholesale telecom service provider, so much in line with InfraCo strategy of being a wholesaler in this segment.

[indiscernible] components of the proposal. But in the end, it's important to highlight, as she highlighted that with the transaction, in terms of the financial metrics of the transaction and the cash flows involved, we have managed to get to something that we have set from the get-go that we would be achieving, which is not only to implement all of the strategic aspects of our recovery plan that was announced last year, but to inject a significant amount of cash back into Oi, so we can continue to recover during towards the long-term sustainability. As we saw, not only the proposal we received with respect to the minimal EV value, but it brings a significant cash contribution components to Oi. And then Oi will become a large shareholder of the largest infrastructure company in Brazil and one of the largest infrastructure companies in the globe. And with that, it's also important to talk about GlobeNet that you can see in Slide 10. And one question we have started to receive since we announced the transaction yesterday is why have you decided to actually go beyond the 51% stake in the company and now are maintaining 42% of the company instead of the 49% that originally the plan called for. And the reason for that is that in reality, when we look at the structure that Camille presented, Oi will have 49% upon closing. And the infrastructure company alone as it is today and as it will [indiscernible] will provide Oi a share of 49% of this entire company. But when we received the proposal from BTG, it came with the GlobeNet incorporation [indiscernible] and as an opportunity. As Camille mentioned, not only this will increase the overall value of the entire company, it will provide an opportunity for us to hedge some dollar costs that we will have in the future. And so it will be certainty of cash flow for the company for the next 3 years. And by the way, which is the most important period for the company in keeping its operational stability. And it will provide a significant synergy for the intercomany going forward because of what GlobeNet represents. If we go back to GlobeNet, GlobeNet is a significant -- has a significant presence of about 23,000 kilometers of submarine cable systems between North and South America. It continues to develop its infrastructure and has here several international projects between Rio, São Paulo and Fortaleza. It is assessing opportunities to provide connectivity as well to the Southern Coast. And as such, it brings with it a significant strategic and operating synergies to become a reference platform, complementing InfraCo assets that we currently have. So InfraCo, with the presence of GlobeNet, will also become a one-stop shop solution for international connectivity and global content and will have significant cross-selling opportunities between the 2 operations, including data transmission, colocation, data centers and all of the other operations that GlobeNet has. In addition to that, when we merge the companies together, we can see that this will provide for significant cost savings and synergies in terms of the operations of the company. We'll come with an established operation. InfraCo is being formed as we speak in separating all of the operations we have at Oi. And by merging the 2 companies together, we will be able to view synergies in the structure, the cost reduction, the channels, the segments, the management and all additional key resources that the InfraCo company will have in the future. So in reality, what's going to happen after the closing is that not only Oi will have a very significant stake at InfraCo, but will be now a relevant shareholder of a much larger company with the presence of GlobeNet as well. So moving on to Slide 11. What's going to happen after we have implemented the transaction and also the relationships we have between InfraCo and Oi. So what we see here that InfraCo will be an independent company. We know that InfraCo will have services provided to Oi. And Oi will have services provided to InfraCo. The services that obviously InfraCo will provide to Oi, they contemplate FTTH capacity, B2B capacity, management of the STFC network as part of the formal network management and relationships that we will have. It will provide capacity for Oi to operate its copper network. And by its turn, ClientCo will say, hey, we'll provide services as well in turn to InfraCo. Oi will provide infrastructure sharing, colocation. It will provide right-of-way sharing. And Serede, which is entirely another operation, will provide management, construction, maintenance and installation of FTTH circuits to InfraCo. In the end, this relationship will be regulated by a series of contracts. The contracts are part of the agreement that we have announced with BTG. And obviously, they will be part of the process that we will be conducting as the judicial recovery process later down the road. And they include FTTH access and capacity contracts, B2B access and capacity contracts, transmission capacity contracts and legacy network management contracts. And in terms of the InfraCo expenses on services provided by Oi, it will have infrastructure sharing agreements. It will have the management, construction, maintenance and installation of FTTH contracts provided by Serede. And with that, we have a synergistic relationship between the 2 companies, which will allow them to really continue upgrading exactly as we have been in terms of how the services that are presented to its customers. Moving on to yet another very, very important aspect of the transaction on Page 12. We see that it's important to talk about the regulatory aspects of the transaction. Obviously, this is something that gets -- asked a lot when we started to talk about the operation. And so it's important to highlight some of the regulatory aspects here. Starting that -- by the fact that an infrastructure model is innovative, is efficient, it promotes investments, and we believe it maximizes the usage and coverage of the infrastructure nationwide. And at that, it will act as an enabler for structural separation model to be implemented in Brazil. The structural separation model is something that has been discussed for a while as far as all of the regulatory aspects in Brazil. And we believe that it represents a very efficient way of really incentivizing here the continuation of our infrastructure development throughout the entire country. The second component is that when we designed the infrastructure company operation and all of the models in an efficient way. This designed took into account all aspects of the current regulatory models. And the solution we implemented meets all the regulatory requirements, including those applicable to the SCM neutral network operation, which will be the core of InfraCo's model and operation as well as the continuation of the STFC operation by Oi, the public telephony services operation by Oi, with all of its service continuity requirements. We know that this is an obligation. It's a very important one. It comes with a number of requisites, and they will all continue to be maintained by us. And in this regard, it's also interesting to mention that after the transaction, Oi will be -- InfraCo will be the first true neutral network on a national scale. And by turn, this will increase the competitiveness of the Brazilian telecommunications sector, we believe, which will pave the way for the expansion of -- continuation of the expansion of fiber in the entire country, which will pave the way as well for 5G expansion because InfraCo will be an important player in providing fiber for the 5G expansion in the years to come. And we believe this will make it an international benchmark as well. The Oi-InfraCo's separation model, it's important to highlight as well is already substantially implemented. So we have already segregated the assets, teams and operations as well as commercial activities. And this is already enabling the growth of business with the ISPs and other carriers across the country as we speak. So InfraCo is already being performing operations and signing contracts with ISPs, signing contracts with other operators in a neutral network manner. And this has started to prove that the model works and has started to prove that when we look towards the future with the company completely separated, not only this will be very important, but it's a model that's going to start with a proven model. It's not something that we're going to start to try to see if it works. It's something that it's already been working today. Another aspect is worth highlighting here and that this structure preserves entirely the central strategy that we have for migrating our STFC operation from the concession model to the authorization model. As you all know, there is a process going on at this point in ANATEL -- within ANATEL, so we present here all the requirements of this model when concessionaries in Brazil will be able to migrate to have a window to migrate from a concession to an authorization. And not only, in our view, the structure that we put together does not interfere with any of the requirements for such migration, but it happens in parallel to everything we're doing to continue our STFC operation. The STFC service continuity, by turn, all of the obligations and all of the associated operation and regulatory requirements remain under the exclusive responsibility of Oi. So Oi will maintain the assets. Oi will maintain the services. Oi will maintain the operations of STFC and this -- it's a very critical aspect of the transaction because it does not interfere with the STFC service continuity, which we know it's our responsibility today. And finally, upon conclusion of the operation, Oi will remain a relevant shareholder of InfraCo, as we have highlighted before. So InfraCo will be its affiliate for all practical purposes, which will, nonetheless, have its commercial neutrality preserved by the presence of a new controlling shareholder. So this ends up being the best of both worlds. InfraCo continues to be a series of Oi for all purposes. Oi is a relevant shareholder, Oi will be able to use the infrastructure as it has been used since it started operations in a very efficient manner. But at the same time, we will have the commercial neutrality and InfraCo preserved by the presence of this new controlling shareholders. So all in all, we believe that it's an operation that promotes investment, that promotes the ability to grow, that promotes the possibility of moving through and go back to long-term sustainability, that promotes the inclusion of our new investors as part of the Brazilian infrastructure scenario, and that in the end, preserves and respects all of the regulatory assets we have and particularly, those related to our current concession. So moving on to Slide 13. And finally, this is where we'd like to give you an overview of what we expect as of the transaction time line now that we have accepted binding offer. And as we start, we -- now that we have accepted our binding offer, there will be a 30-day period upon which there will be the preparation of an RFP, a public RFP that will be submitted to the court. This RFP will have all the criteria for the judicial process that we expect to convert after the approval of the court. And they will bring things such as the criteria such as the minimum value price, asset valuation criteria, what are the payment and economic terms of the transaction, and then that will be submitted then to the judge within this -- the first 30-day period, after which there will be then the publication of the public RFP, and after which there will be another 30-day period to receive offers and to have the public hearing that we be used to determine what will be the winner bid if additional bids are submitted. At the hearing -- at the public hearing that we will open, bids eventually received during this next 30-day period after the publication of the RFP, then BTG will be able to exercise its right to top if there is an additional bid which is higher than the current proposal in terms of price per share. And then after that, there will be the formal conclusion of what we call the judicial process. And obviously, with that for signing and closing of the transaction. After the signing of the transaction, obviously, this transaction will still have to be reviewed by regulatory and competition authorities, ANATEL and CADE. So this normally takes a period of a few months. And then obviously for -- the peer groups used for the conclusion of the conditions precedent as well. And with all of that, we would expect that the closing of the transaction to occur either in the fourth quarter of '21 or the first quarter of '22. In terms of the analysis of the transaction by the authority, there is one aspect that is worth highlighting here as well, which is, as BTG itself is not an operator in Brazil, any infrastructure scenario and as GlobeNet is a provider of submarine capacity, which does not compete today with the activities of InfraCo, certainly, the competitive analysis of this transaction will be much simpler than, for instance, the analysis of the global company transaction that we have submitted at the beginning of the year. So we would expect a shorter time line to a group of this entire transaction given that on one hand, all of the regulatory assets have been inspected and that we are confident in the regulatory circuit that we have put together for the entire model of InfraCo. And on the other hand, we also have a much simpler competitive analysis given the fact that we're not doing any significant consolidation of players in Brazil other than adding GlobeNet, which is leader in submarine cables at international capacity. So with all of that, again, closing would be received -- expected to be received by the end of the year or very beginning of next year. And this concludes, I believe, this first overview of what we expect for the transaction, a lot of the key components of the transaction, one of the key financials of the transaction. And we will begin -- go through Q&A session with all of you. Thank you.

[Operator Instructions] Our first question comes from Marcelo Santos with JPMorgan.

The first question is, I wanted to know if there was any change in the net present value of the long-term lease agreement. So was it just a renegotiation of the timing of the payment? Or was there any change in the actual net present value? And the second, when would InfraCo gets a separate management and truly start operating as an independent unit? We have to wait for the closing for that to happen? Or are we going to see a different management already working before that? These are the 2 questions.

Thank you, Marcelo. Well, let me take the 2 questions. And then Camille, please complement me if you need. On the LTLA and the long-term lease agreement with the road map that this is an existing contract that will continue to exist, so GlobeNet will continue providing capacity to Oi, and obviously, there are aspects of the obligation that we made to Oi and not to InfraCo, given the transaction that we've done in the past. So this obligation will continue. But in reality, the obligation did not change. What we did was just to do an adjustment to the inflows and the obligations so to match the obligation that Oi will have to GlobeNet with the obligation that GlobeNet would have to Oi. The NPV has not changed. The only thing that happened was that the timing gap changed in a way that there is a possibility of match in the cash flows. And there is a possibility of anticipating as well both the payments and the receipts of cash that we expected for the InfraCo transaction. So on the side of the InfraCo transaction, if you recall, and I'll ask Camille to explain, there was a possibility -- not the possibility -- there was an expectation of receiving the cash inflows of the secondary transaction up -- in up to 3 installments up to 2024. And what we have done then is that using the fact that GlobeNet has the long-term lease agreement with Oi, that also has annual payments, we were able to anticipate the possibility of not only receiving the cash inflows from the InfraCo transaction, but also paying those long-term lease agreement installments in anticipation as well. And with that, we matched the free cash flows. The key aspect of this transaction for us was not the NPV change of the LTLA inflows or outflows. It was the matching of the obligations and the receipt of cash flows from the InfraCo transaction. So with that, once we ended up moving given that the long-term lease agreement payments are dollar-denominated payments, we were able to match this dollar-denominated payments we would have to make with the reais payments we will receive from the GlobeNet as part of the transaction. And with that, it was an interesting way of giving certainty not only to us in terms of the hedge costs of our long-term lease agreements up to 2024, but to GlobeNet as well in terms of how it will be able to fulfill its obligations that were needed for the transaction. In addition to that, on your second question, as we have mentioned, we have already started to separate the InfraCo operations. So the management of the wholesale team has already moved entirely to the InfraCo entity. The InfraCo entity is operating already independently from a commercial standpoint from Oi. So we do not have any relationship in terms of decisions, in terms of sharing information between what wholesale does and what the Oi retail operation does. So they are 2 -- the 2 are already independent. And as we already have an independent company, we will be able to accelerate the separation to be able to operate as a separate company even before close. Actually, the plan is to even have that operation separated before closing because then we have more certainty in terms of all the numbers of the company, in terms of the neutrality of the company, and gradually, we will migrate the entire team as well to this new operation along 2021. So at the end of 2021, even before the closing, the InfraCo will already be operating as an independent company. Obviously, while the closing is not done, Oi continues to be the defining participant there as a company, and we will obviously have it say in helping run it, but we'll be running under a separate management team and with a separate operation. Camille, I'm not sure if you want to complement anything. If not, those are the answers, Marcelo.

Yes. No, Rodrigo. I think it was clear. You touched everything that was relevant on the GlobeNet payment.

Our next question comes from Mathieu Robilliard with Barclays.

Good afternoon and congratulations for the deal. I had a few questions, please. With regards to InfraCo, you mentioned a CapEx of around BRL 20 billion for the next 4 years. So I guess it's about BRL 5 billion per year. And if I try to model that, it seems that -- that's from 5 million homes passed at BRL 300, and you want 1.5 million homes connected at BRL 600, I get to a CapEx that is closer to BRL 2.5 billion per year. So could you give us -- well, maybe my math are wrong, but if they're not wrong, could you give us a little bit of color as to how you reach BRL 5 billion, maybe actually you are investing faster than I'm anticipating? Or there are some maintenance and core investments in the network? The second quick question is on GlobeNet. So I can see on your slides that you put a fair value before other transactions of around BRL 5.3 billion. I'm just curious, it seems not very high considering the big payments GlobeNet is going to receive from Oi. So I was wondering if that was a source of potential value creation for the InfraCo, the fact that their average assets don't seem to be valued at the very high price. And then if you allow me to have 2 very quick, in terms of the payments that Oi parent company will receive. So you have the first primary BRL 6.5 million, the second -- sorry, the first secondary, BRL 6.5 million. And then you have what the credit that is being paid back by BRL 2.5 million, is that kind of the right math? And very, very lastly, mobile. I know this is about InfraCo, but just to put a question on mobile. So you're selling the assets for BRL 16.5 billion. I see at the same time, on the balance sheet, you have leases of BRL 8.6 billion. And I was wondering if these leases would reduce materially once the deal is concluded, as in you're transferring also some of the leases to the purchasing party. So the impact on your accounts would be, first, the cash and also lower leases.

Okay. Thank you, Mathieu. On your 2 questions, the first question about the InfraCo CapEx. Obviously, we are giving approximate numbers in terms of the InfraCo CapEx around BRL 4 billion to BRL 5 billion a year. And you're right in saying that one of the key aspects of the CapEx investments are the HP's. But obviously, we have to remember that the InfraCo is much more than just the FTTH. So we're talking about a significant investment in HP. So there will be a good development of new homes passed per year all the way to what we said is the approximate number of our 32 million homes pass potential that we believe this company has, at least in Brazil, if not more than that. And this obviously will depend on how we see this developing over the course of the next 3 to 4 years. And so the HP components can amount from BRL 2.5 million to BRL 3 million per year that you have mentioned. But in addition to that, we have to remember that there will be an HC components to all of that. So part of the home connection costs will also be assumed by InfraCo, and then Oi will use this as part of its monthly service. And there are all of the other cost components to the company such as the backbone investments because the backbone has to continue growing. It's not a direct result of the number of homes passed, but there is incremental investments in the backbone as the company grows. And there's also the B2B CapEx investments. Let's remember that Oi currently has a B2B business, but as they came to almost BRL 5 billion in revenues. And not only that B2B will continue to grow in our view, but we will require a new project in terms of the underlying infrastructure. And as part of the model agreement we had in the proposal and in the model since the very start, a part of those B2B investments, as far as the infrastructure and the transmission capacity is concerned, will be made by InfraCo. So those investments -- and then you obviously have all the regular maintenance investments in terms of CapEx for IT and CapEx for the other aspects of the business. So it is an approximate number. But yes, it's more than HP. It has B2B backbone and IT CapEx involved as well. As far as GlobeNet, obviously, when we look at GlobeNet, the GlobeNet value is not just the contract with Oi, even though the contract with Oi is a good part of the GlobeNet activity and has always been since when the transaction way back then was done in selling BTG -- selling GlobeNet to BTG. But in addition to that, we have all of the other revenues with other customers. We have additional investments in new routes. We have taxes, and now we have all of the other aspects of the operation. The good thing here is that we believe that the assessment of the valuation of BTG was provided to us by BTG as part of their proposal. In our assessment that we did of the proposal, we believe it was a fair value assessment, like considering all of the flows and all of the rights and obligations and assets that GlobeNet has, in addition to all the synergies that it will be coming -- that they will be coming to the company in the future. And obviously, all of that will be validated by an independent appraiser. Actually, as part of the process, since the plan amendment publication last year, we already anticipated the possibility of having InfraCo with additional assets contributed to it. In reality, it's part of the strategy of InfraCo. We believe that InfraCo will have a potential to grow by incorporating additional assets and becoming an even larger infrastructure provider than what it is today. And so -- because we already anticipated the possibility of having assets contributed to the company, we mentioned in the planned amendment that all of those assets would have to be validated by independent appraiser reports. And as I mentioned, with the first valuation that we received from BTG for GlobeNet, we understood it was a fair appraisal. But obviously, it will have to be validated by an independent appraiser. And in addition to that, it also helps create all of the different cash flows that we have mentioned concerning the LTLA payments and the hedge component that will come to the company as a potential good side effect of the transaction to us. And as such, we'll have a significant benefit for the overall structure of the transaction. As far as the inflows of and outflows of cash are given, the entire plan of the company, the one thing we do as we close mobile is that if you look back in time, we had said that we had a plan that had '21 with a significant requirement of cash given that it will be the last year where we will be funding the significant growth of the InfraCo operation and vision, to maintaining our mobile operation and vision too, working on the reduction of the legacy costs and the legacy impacts of the diminishing number of STFC subscribers of public telephony subscribers. We knew that this would be a year that would consume cash. And that's why we had already anticipated as well in the plan, all the different potential lines that we'll be able to assess during this year and that we are working, as we speak, to actually comply with the planned requirements in terms of funding for the year. But then when we look towards the end of the year with the contribution of the closing of both the mobile transaction as well as the InfraCo transaction, the significant amount of inflows that the company will have will represent not only the status that we would like to achieve in terms of being able to reduce our debt, but also with all of the ability to continue investing on the client cooperations. And we have to remember then that from that moment on, all the cash requirements of the company would then be split in terms of the infrastructure staying with InfraCo and all the rest staying with Oi. I'm not sure if you have any additional question about the mobile operation. I couldn't quite get it, Mathieu. I'm not sure if I answered all of your questions. But did you ask anything else about the mobile operation?

Yes, maybe I wasn't clear. But I mean, obviously, you have a lot of leases in your balance sheet. At the end of 2020, it was BRL 8.6 billion. I'm assuming a lot of that has to do with mobile. So I was just thinking, once the deal with mobile is closed, you'll receive BRL 16.5 billion from different purchasers, so that's cash in the bank. But in addition, probably a lead obligation have been reduced because they've been transferred together with the assets. So I just wanted to confirm that I was thinking on the right line.

Yes. If you think about the operational leases, yes. All of the tower leases that pertain to the mobile operation will disappear. With the transaction, it'll become part of the mobile operator -- we'll stay as part of the mobile operation that ends up getting transferred to the buyers. And then in terms of the financial obligations associated with the sale of mobile, the 2 key ones are the repayment of the BNDES financing contracts we have, and it will be paid in its entirety upon closing of mobile. And also the pay down of the debt financing that we took at the beginning of 2020, which is already going to be taken down entirely by the closing of mobile. So there's going to be 3 aspects of financial obligations that will disappear: the operational leases and towers related to the mobile operation, the BNDES debt and the debt financing take down all upon closing of mobile.

Our next question comes from Maria Tereza Azevedo with Santander Bank.

Congratulations for the transaction. Rodrigo, can you comment if you may breakdown the unit economics for the residential FTTH business model? Is it going to be like a take-or-pay contract or a fixed fee for home connected or home passed? And should we also assume something like half the final user ARPU for the InfraCo revenue per connection? Is it going to be identical to the relationship you're going to have with Vero? That will be my first question.

Thank you, Maria Tereza. Well, obviously, the unit economics, we believe, they continue to work for us and for InfraCo because of the separation. And obviously, because of the separation, there are different aspects to it compared to how we operate in an integrated way today. The unit economics in terms of revenue, we expect that we're going to continue following the trend that we have today. What is the trend of an increasing ARPU view given the increase in speeds over time, as we have announced in our last call, so we have now close to 10% of our new customers already migrating to higher speeds and then higher ARPU and this will not change. Obviously, when we go down the equation of the unit economics with the separation of InfraCo, there will be a component associated to just the monthly service that will be paid to InfraCo to operate the FTTH networks and to provide a capacity. There is also an additional component towards all the installation costs and the home connection costs attached to it. So the home connection costs will be a responsibility of the InfraCo initially. And so this cash flow will be compensated by ClientCo -- by Oi to InfraCo as part of the model as well as one component of the model. And then we will have -- as far as the cost component for the unit economics, it will not change as much. Obviously, we're not giving all of the details here. There are some numbers that will remain confidential and up until the moment when we needed to publish them if required by any of the regulatory requirements for the competitive process. But we believe that what we're doing here is that we're being close to international benchmarks. So the percentages in terms of how do we spend with the infrastructure and how do we spend with all of the other costs internally at Oi, they don't change that much. And as such, I don't believe that the unit economics for Oi change that much if we separate what would be the infrastructure costs. Obviously, the infrastructure costs are not ours anymore. And in the end, the corresponding EBITDA of the company, as we have mentioned many times, will be lower. But obviously, the CapEx associated with it will be all within InfraCo. And so we don't see the unit economics in terms of EBITDA results, net of infrastructure investments to be so different from the past, especially because with InfraCo, we have -- we'll continue to have a gain in economics in terms of network scale. And as such, the economics remain relatively the same.

Perfect. And the second question is on 5G. Can you remind us on how Oi ClientCo and Oi InfraCo can play the 5G game. Do you think that InfraCo would be even potentially interested in fixed wireless access services? How do you see Oi in this ecosystem of 5G?

No problem. Well, as we have said, obviously, our key focus of InfraCo in terms of 5G initially is the hybrid infrastructure itself. It's not necessarily the spectrum. The fiber infrastructure is what will be really key and really core to grow with 5G because of all the requirements for capillarity of implementing the 5G-based stations. As far as the usage of 5G spectrum itself, when you look at Oi, Oi has a non-compete for the S&P for 5G services to mobile users as part of the sale of its mobile operation. But then, obviously, it doesn't make sense for us to just look at the 5G as a final service to users. On the other hand, on the 5G as a potential alternative to fixed wireless access, this will continue in our view. This will have to be an analysis made over time as well by InfraCo. We know that as the auction comes, there will be some opportunities to consider other alternatives as part of the 5G in terms of, for instance, the millimeter wave potential with the 25 -- 26 gig and this will be able to be provided as well as the backhaul for small cells. So InfraCo would potentially be able to use that as a backhaul for small cells as a means for fixed wireless access to customers of InfraCo and in this case, Oi as well. And this will be analyzed by InfraCo. But it's maybe too early to tell if, considering this, we will participate as Oi in the 5G auction when it takes place or not. So we're still waiting to consider our options. We're still waiting to see the final version of the RFP as it comes out, when it gets published. But in reality, all the focus of spectrum will be on those 2 components, on backhauling and on providing fixed wireless access services. Obviously, when you look at other operations of infrastructure companies out there, not necessarily ours, there will be a potential eventually for using a 5G spectrum to provide services to others, but that's not our focus at this current moment.

Our next question comes from Hudi Miller with GoldenTree.

Can you guys just help us understand how the intercompany debt is being repaid as part of this transaction, the existing part, not the non-drawn part?

Sure, Hudi. Yes, it's actually pretty simple. When you look at the components, we have the secondary and the primary. And as part of the primary components, actually, a good portion of the primary components will serve to eliminate existing debt. And this debt is intercompany debt. So Camille mentioned that the transaction actually provides for the ability to settle intercompany debt up to BRL 4.1 billion with the company. All of those up to BRL 4.1 billion with the company. We currently have close to BRL 2.5 billion with the company. So there's still additional room for BRL 1.5 billion, $1.6 billion intracompany debt. And this intercompany debt, if in the end, it gets used by InfraCo up until the closing of the transaction, we will then constitute the BRL 4.1 billion of intercompany debt that InfraCo would have with Oi. According to the plan and according to the proposal received, it is an obligation of the bidder and of InfraCo to repay this intercompany debt in up to 90 days after closing. And that's why a portion of the primary receipts would then flow back to Oi in the form of repayment of debt. And this obviously has nothing to do with the secondary. The secondary comes straight to Oi, but then a good portion of the primary can be used to settle this debt in the first 90 days after closing.

That concludes our question-and-answer session for today. Now I would like to turn the floor over to the company for the final remarks.

Well, thank you all for participating in our call today. We know that there will certainly continue to be significant conversations about the transaction and what it represents for the company going forward. But the one thing I would like to highlight and this is a particularly important one for us is that when we set out to execute our transformation plan a few years back, there were a lot of things to be done. We put together a structure that had several different components, including the sale of the mobile operation, including the structural separation, including the sale of nonstrategic assets, including the sale of our international operations. And obviously, one of the most complex of those aspects was exactly the creation of an infrastructure unit and a structural separation of UPI, which would still allow us to remain as a relevant participant of it. And I'm glad to say that looking back, we are pretty much completing or close to complete all of the core operations of our plan, including the receipt of a very good and very well-structured proposal for our infrastructure, the controlling share of our infrastructure operations. And as that, we can see that in the future, our key challenge will now not be to understand if the elements that we put in place with the plan are doable or not, but simply to execute them. So obviously, it's still not a minor feat. There's a lot of things to be done. But in reality, we believe that this -- the reception of this last proposal for the UPIs that we have structured -- the significant UPIs that we have structured as part of the plan, significantly materializes the realization of the plan we had in mind. And it confirms that the strategy was going in the right direction as far as having a sustainable company moving forward. And obviously, it's also important to highlight that a number of people have asked, a, what do you expect in terms of valuation? Do you believe that the valuation that you put in the plan was a fair one? And wouldn't it be possible to do something different? And my response to that has been that not only we were able to extract significant value of all of the UPIs we have sold, but in particularly on this one, we have to understand that we will capture a significant part of the value upon closing of the transaction and with the receipt of both the primary and secondary components that Camille highlighted. But also, we will continue to participate in the value generation of this company in the years to come. We believe that InfraCo has the potential to become a much larger company. It has the potential eventually to get -- to being a listed company down the road and will remain as a relevant participant of this company. So we are capturing a good part of the value of the company that was unlocked inside the current structure of Oi upon closing of the transaction, but we will continue to capture the value that we will generate as a relevant shareholder in the years to come. And finally, I believe it's worth highlighting as well for those to ask about the valuation of the transaction that it successfully closed, and we believe we are now in a very good track to close the operation. This will be the largest private equity transaction of all times in Brazil. So it's not small feat. We're very pleased with all of the structuring that was put in place. We're very pleased with the agreements that we were able to reach with all of the different entities that are participating in our plan. And upon completion at the end of this year, beginning of next year, we're going to have a completely transformed company, a company that will have, again, long-term growth prospects and long-term sustainability prospects. And this is our ultimate goal. So thank you for all -- thank you all for being with us, and let's talk soon.

This concludes Oi S.A. conference call. We would like to thank you all for your participation, and have a good day.