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

Marcelo, welcome everybody to our call. As you all know, because of the material fact we published last night, obviously, today, we are here to talk about the closing and settlement of the V.tal InfraCo transaction. And after many, many months of a very complex discussion, very intense discussion as this is a complex transaction. We wanted to give you an overview of the final terms of the transaction and now what was settled, what was closed and what are the next steps for both Oi and V.tal going forward. As we have already said many times before, not only this is a complex transaction, but this is a transaction that we believe will transform the Brazilian telecom infrastructure sector. We started this with an ambitious plan that we created back in 2019 and perfected during 2020, and then came to a model that was approved by the 2020 RJ plan amendment in the GCM at the end of 2020. And after that, we started negotiations and we started the process where we received proposals for the sale of the InfraCo UPI, as it was called by that time, in which we received finally a binding proposal from BTG with a number of terms and conditions that then got discussed and transformed into a formally recognized and formally accepted proposal as part of the whole RJ plan amendment execution. The proposal was duly approved by the ports of the judicial recovery, and after that, we then started negotiations and announced to the market the signing of this transaction in 2021. After that, obviously, we spent a number of months discussing all of the final terms of the transaction, submitting the transaction for all of the due regulatory and competitive approvals. And then finally, spent the last few months discussing the final conditions for us to settle and close the transaction. Given, as I mentioned, that this is a very complex transaction not only because it changes the whole structure of the market and it changes substantially the structure of our business. But due to the nature of the ongoing relationship between Oi and V.tal that will remain and will continue from now on under the different structural separation model. Just refreshing everybody's minds in terms of strategy. After the transaction, which is now completed, we're going to have 2 pillars of our participation in the market. One is the new Oi as we are calling it, and the new Oi is a client company which services such as all of the sales and marketing, customer care activities for retail, FTTH, fiber retail for corporations, all of the wholesale for the legacy services and all of the digital services that we will provide as part of our ongoing strategy. The new Oi will have as customers pretty much the exact same customers it had before, residential and small and medium enterprises, corporate and government customers from Oi Solucoes and legacy wholesale customers, with the exception of the fiber wholesale customers that obviously will now start to be clients of InfraCo V.tal. This new Oi is focused on the services and the customers, and will have infrastructure provided by -- fiber infrastructure provided by V.tal. With the new Oi, we still remain with a number of infrastructure components, in particular, those related to the IPTV and OTT platforms, all of the copper and legacy transport networks and all of the digital platforms. The new Oi will be a company with a service culture centered on the customer experience with digital as the first option, and with the true focus on excellencing the consumer experience and differentiation. We will have a lot less need for our own investments, leveraging on an even more comprehensive network that V.tal will be able to provide us. In the true structural separation model, the new Oi is free from all of the constraints that the very high CapEx requirements represent on a daily basis. And we will have liberty to create its new services and to focus really on developing new services and products to its client base. On the other side, we then have InfraCo and V.tal, which will be the largest infrastructure company in Brazil, in particular with a focus on fiber infrastructure, with an FTTH network with over 15 million homes passed at the present time, over 400,000 kilometers of fiber, a robust data network and several different rights of way which will allow it to continue expanding significantly its operation. It will have, as customers, other operators, all of the telcos, ISPs, service providers and OTTs which will use its services to provide then services to the retail and corporate clients by their end. And as services, in addition to the significant white-label FTTH operation, which starts as -- with Oi as its key anchor tenants, it will continue to provide an expense wholesale connectivity and transport services to all operators in the country, including those that will be used for 5G enablement. InfraCo and V.tal, as we have mentioned many times before as well, will have not only a very robust and granular network, which will be a neutral network providing services to all operators. But we will also, due to its structure, have much better access to funding sources due to the independence to the revenue predictability and the greater exposure to the other operators. In the true sense of the word, V.tal is going to maximize the utilization of all of the infrastructure assets and accelerate the investments to increase the fiber network coverage in the country. And this, by its turn, will create a virtuous ecosystem where InfraCo V.tal invest and expand rapidly the infrastructure and the new Oi benefits from access to this new infrastructure, expanded infrastructure, without all of the needs to continue investing significant amounts of CapEx, obviously, due to the cash sustainability of the company needs in the next coming years. So it is a true structural separation model. It was approved, it was executed, and now, it's ready to be fully explored as an ongoing relationship between the 2 companies. If we just move to next slide, we see talking about V.tal that the new company will have a significant possibility of upsides in the mid to long term. And not only V.tal is a neutral network operator with the extensive fiber infrastructure that we mentioned before, but it plans to reach 32 million homes passed by 2025, massifying optical fiber in the country, enabling not only broadband but also 5G and business services to many different operators throughout the country. By being free of just providing services to Oi, V.tal will maximize the use of its infrastructure, will maximize its commercial operation. And with investments of approximately BRL 30 billion as announced by the new controller BTG in the next 4 years, we will have V.tal as a very significant infrastructure player. Obviously, Oi is not going to be a controlling shareholder of V.tal anymore, but it will remain a very relevant shareholder which, in particular, will benefit from the appreciation of the V.tal value in the future. V.tal will also develop -- continue to develop a very complete and modular portfolio of services to serve all different types of operators with neutral network conditions for all of them, making sure that the entire Brazilian operator and telecom infrastructure scenario benefits from the creation of this new neutral network model and structural separation model for the country. And in terms of the cash flow profile for V.tal, we know that V.tal will have a significant investment phase at the very beginning of the period with significant CapEx investments made. And then, as it starts to increase its penetration and revenues in the market, it will be able to generate a significant EBITDA contribution followed by a significant cash return as well. In summary, we do believe that V.tal is a very significant company poised for growth, poised for appreciation, and that will continue to have a significant role in the growth of the Brazilian telecom markets. So moving on to the next slide as we start to talk about the transaction. As it was mentioned as before, we have a set -- we have a set of regulatory and competition approvals that needed to be secured. And at this point, all of the key regulatory and competition approvals were secured, in particular, the 2 most important ones in Brazil, which were CADE approved on November and ANATEL, which was approved on May, conditioned to some additional steps that were already complied with, in particular, those referring to GlobeNet reorganization and the V.tal acquisition of control of GlobeNet. Those were both approved still in the month of May. We do have some additional conditions that have to be observed after closing, but this will be part of the ongoing operation of V.tal as according to the plan. In addition to the national approvals that were secured with CADE and ANATEL, we also have approvals in Bermuda due to GlobeNet, and those were approved in January. And finally, the 2 approvals in the U.S. from SiFUS and Team Telecom FCC. And there was a letter of agreement signed on May 27 with Team Telecom, and the final decisions are expected for the end of June. However, whereas GlobeNet's U.S. assets were carved out in accordance to all of the allowances that were made in the process, the incorporation of the U.S. portion of GlobeNet will only be conducted after the remaining approvals from SiFUS and Team Telecom are obtained. But all of the remaining components of the operation can close as planned, including, obviously, all of the Brazilian operations and then the incorporation of all of the other GlobeNet assets, excluding the U.S. But when the time comes for the final incorporation of GlobeNet into V.tal, we expect that all of the approvals, including the U.S. approvals, will have already been obtained. As relevant aspects of the approvals, it's worth highlighting some. The first one being that Oi remains a shareholder of V.tal, a condition that allows the transfer of some of Oi's partially reversible assets without any specific prior approval to a third party. And so many of the networks that still carry part of the fixed telephony traffic, in particular, the small -- the very small fiber capacity that it's used to provide backbone capacity to Oi was effectively transferred to V.tal. The reversible assets used to provide the fixed telephony under the public regime will continue to be subject to reversibility and used by Oi, and there are several provisions in Oi and V.tal's contracts to really comply with all of the regulatory requirements in this regard, and to foresee any situations that will develop as part of the evolution of Oi's fixed telephony concession and eventual migration to authorization. We also have some subsequent conditions to be implemented by V.tal and GlobeNet following the closing and incorporation, and those are part of the next steps. As next steps here, we obviously have the final approval of the U.S. authorities to merge GlobeNet's U.S. assets. We do have some elimination of STFC authorizations overlap within 18 months of the approval of the transaction, and obviously, those will be carried out by V.tal and GlobeNet. And we do have the compliance by V.tal within 6 months of the operation of certain obligations related to the inventory of GlobeNet's assets, informing those that would be subject to any part of the reversibility regime, in particular, those pertaining to the supply of backbone capacity to Oi. And with that then, all of the compliance with the conditions for the future merger of GlobeNet into V.tal will be complied with and we can have the full operation perfected. Moving on to the operation itself. As we mentioned when we first announced the signing of the operation and when we signed the operation back in 2021, we mentioned that the operation has an enterprise value pre-money of BRL 20 billion and the equity value of closing of BRL 90.2 billion, remembering that there was a debt of the company with Oi, making this the largest private equity deal in Brazil. So it is a significant achievement in the middle of a significant period of uncertainty in the middle of the pandemics. We were able to sign this deal and to bring this deal to completion with very, very large EV and a very, very large EQV as well. Just remember in the numbers, the EV calculation, we have the BRL 20 billion EV, a debt from the InfraCo V.tal to Oi of BRL 2.6 billion, and then an EQV pre-money of BRL 17.4 billion. Considering that the estimated 2021 EBITDA for the operation at the time of closing was in the range of BRL 1.1 billion, this represented an EV over EBITDA of 18x. 18x, which is a benchmark in the global deals for infrastructure, considering that the range of deals was approximately one from 10x to 2 to 18x, so we're in the high end of the range for such deals in terms of selling infrastructure capacity to neutral networks. It's worth remembering that this debt of BRL 2.6 billion. After the closing, there is a period for payments to Oi, and this debt will be paid with the adjustments by 115% of CDI, and it must be paid in up to 90 days post-closing. The current value of this debt at this date is of BRL 2.7 billion, and up until the effective payment, this will continue to be readjusted by 115% of CDI. The structure at closing, which doesn't change, consisted of a primary and a secondary. A primary component of BRL 1.776 million, then bringing the EQV post money to BRL 19.2 billion approximately, and then, with 9.3% shares bought issued as a percentage of total. And then a secondary component of BRL 8 billion, which then makes up for the final composition of 51% of the shares to BTG and 49% of the shares to Oi at closing. This is exactly the condition that was required in the plan amendment. And upon implementation of both the primary and the secondary components yesterday, this is the composition at closing. Moving on to the next page, then we can see the details of this structure at closing. The primary fully received, and then, the secondary of BRL 8 billion has 3 components. The first component was received in set of at closing of BRL 4.262 million. And then, there will be a second and third installments. The second installment has to be paid until December of '22 in the value of BRL 1.3 billion. And the third installment has to be paid in '23 with the limit of December in the value of BRL 2.4 billion. Both of those installments are updated by SELIC. This doesn't change obviously the final structure at closing in terms of participation. Moving on to what happens after closing with all of the adjustments, we can see as well that the secondary components after the closing, it will be settled in 3 installments as we mentioned, and will be netted against the payments that Oi has to make to GlobeNet in the period '22 to '24. So if we go back to the separation of the secondary component in 3 installments, the first installment already settled. And then we have 2 other installments that were negotiated as part of the agreements to have a perfect cash flow match with the GlobeNet LTLA payments from '22 to '24. In a sense, this represented almost a settlement between the payments from side to side, making a perfect match in terms of cash flows from side to side. Meaning that both parties have certainty that the 2 secondary components yet to be received match in full the payments that Oi has to make to GlobeNet from '22 to '24. So the new profile of the renegotiated LTLA between Oi and GlobeNet actually is represented in the lower part of the graphic, with the 2 installments represented here '22, '23. 0 in '24 as a condition in the deal, we advanced the '24 payments to '23, both for the third installment as well as the payments to GlobeNet. And after the settlement, then we have the continuation of the normal flow of GlobeNet payments starting '25 and ending in 2028. With that, the deal had certainty. The deal was able to settle an important cash components that the company would have to pay until 2024, and it allowed for the incorporation of GlobeNet in the company later on. Moving forward to the next page, we can then look at what happens after closing. After closing, there will be an additional primary contribution from the investor and then Globenet's incorporation as well from the investor to V.tal, bringing the equity value, the final equity value to BRL 22.3 billion. Obviously, this entails an additional participation adjustment, bringing the numbers to the numbers that were originally disclosed of 57.9% participation in BTG and 42.1% participation in Oi. In addition to those adjustments, there were some additional contractual adjustments that were already accounted for and included in the conditions of the investment agreement that was signed between the parties that are also applied, resulting in the ends of all of those transactions in a reduced participation to Oi, but also with better commercial terms negotiated in terms of the future commitments from Oi to V.tal not only in terms of the price base per home connected, but also in terms of the readjustment indexes that will be applied to the contract from now on. So starting with the structure at closing with [ 51-49 ], we have, first, the additional primary of BRL 1.6 billion contributed, bringing the EQV post money to BRL 20.8 billion and an additional 7.8% shares issued. Then the GlobeNet contribution valued at BRL 1.5 billion, which was assessed by an independent appraisal entity that both Oi and BTG hired before the signing. And this brings then the EQV post money to BRL 22.3 billion and the final participation of BRL 557.9 million and BRL 42.1 million. With all of that, the total transaction value, and this number doesn't change regardless of any participation adjustments, was BRL 12.9 billion. And this is the summary of primary, secondary, additional primary, and then the GlobeNet contribution. So a significant sum of money, remembering that out of those values, the values that come to Oi are the secondary, and then obviously, the debt of BRL 2.7 billion that we have mentioned before. In addition to those components of the structure which were already known by the time of the signing, after all of the discussions and the settlement of the conditions and all of the metrics that had to be observed before closing and foreseen for in the investment agreement, we had 2 additional components of price adjustments, and they relate to a clause of the investment agreement participation adjustments related to OpEx and other financial metrics that have to be observed and that were components that resulted in a participation adjustment as part of the agreement. We had 2 additional agreements, one of 3.65% already applied after closing, bringing the participation of BTG to 61.5%. And the second part of this agreement -- of this adjustment, sorry, of 3.73%, which will be verified in 18 months due to the commercial terms negotiated which are more favorable to Oi in terms of the reduced price per home connect that it will pay considering what was in the original signing of the agreement, and a reduced index that will be applied in the future as part of this contract. Those adjustments will still be verified during this period of 18 months. There is a limitation of 3.73%, which would be related to the verification of such conditions, then bringing a max final participation of 65.3% to BTG and 37.7% minimum participation to Oi. Those price adjustments will still be verified, as I mentioned, depending on the application of those more favorable conditions in the subsequent period after closing. Moving forward, we can then talk about other transaction details and what to expect next. Starting with the V.tal and Oi operation. As we have mentioned many times before, V.tal has been operating independently since the end of 2021 with a separate governance from Oi's commercial operations. So Oi, all the Oi commercial team had no visibility of the commercial activities of V.tal, and this already represents full network neutrality. Now, with the operation closed, we will also have the appointment of an independent network neutrality committee, and this will serve to govern the true neutrality of V.tal as an operation. Meaning, that we will present neutral network services to all players in the market and Oi, even though a large shareholder of the operation, will just be another client of V.tal, and we will receive equal conditions in terms of treatment according to the contracts that were established. This means that V.tal will have a significant goal of attracting, in addition to the existing customers already, but attracting additional customers to the FTTH network and to significantly increase its commercial activity as well on the wholesale front being a fully independent operation. It's important to remember that this network neutrality applies already to the existing contracts as well, even though Oi is a large anchor tenant in most of the country today, the conditions for other operators to become anchor tenants in specific regions is already a possibility of a contract. And as such, any anchor tenant will have the same conditions that Oi can have today. As far as other adjustments to the operation, it's also important to mention that the contract was closed in what we call a lockbox mode. And this lockbox mode means that starting in the first of January of 2022, the operation has been running and has to be accounted for in terms of all of the cash adjustments and cash consumption and responsibility for operations, as if the closing had occurred in January 1. Meaning, that all of the cash adjustments and cash flows are attributed to the new controller starting January 1, even though the closing has only occurred yesterday. This means that some cash adjustments will be made from site to site and implemented in a max of 90 days post closing for all of the adjustments via a cash contribution from Oi to V.tal. This means, for instance, just to illustrate what we're talking about, that even though, obviously, V.tal and Oi were operating in -- as part of the same group, this will represent that in the settlement of the lockbox, Oi will pay to V.tal all of the FTTH contracts as if the closing had already started in January of this year. In addition to that, as we mentioned, we have mentioned that we settled on better commercial terms for Oi as far as the home connected price and the index for adjust -- future adjustments of the home connected price. And this will allow not only for increased traction of Oi's FTTH commercial activities, and we know that those are needed in a market period where there was some impact to the macroeconomic conditions of the country, but also Oi being more competitive means that V.tal will also be able to be more competitive in the market as we have settled on a lower price levels that will then be able to be applied for the entire market. In addition to that, it's important to mention that the final adjustments in the operating model as part of the contract will also allow Oi to maintain strategic control of the customer's home through ownership of the customer premise equipment or the ONTs, which is the fiber equipment that goes inside the customers' homes, which will remain as Oi assets. This not only allows Oi to control the home experience and to provide a differentiated experience to its own customers, but it allows for the creation of new and improved business models with the customers, which will have the home as a strategic point of presence. As part of the deal, we have Serede, which is Oi's service company, a fully owned subsidiary, to continually to provide services to V.tal as far as the installation inside the customers' homes. And with that, not only with the ownership of the ONTs, but with our own service company participating as part of the installation journey, we believe that Oi will be able to continue providing a very significant positive experience to its customers and to apply a number of different business models and innovations as far as customers and products are concerned to its own customer base. In addition to that, we also mentioned an important feature of the contract which originally existed, which was a future participation adjustment related to a partial financing of some of these assets, the ONTs. And with the model that now allows Oi to retain the ONTs as part of its own assets, we will eliminate any future participation adjustments that were included in the original agreement. What are Oi's expectations for V.tal? We know that as part of our mid long-term sustainability strategy, we do expect a significant appreciation of our shares in V.tal with the potential to generate liquidity events or additional capacity to refinance long-term obligations in the next 2 to 3 years. Obviously, we have mentioned many times before that we expect that now V.tal free of the participation of a market player and with a true neutral network market activity, will significantly expand its value, not only in terms of its growth potential but also in terms of its ability to attract other customers. We believe that this will significantly unlock value, which was previously locked by applying the same multiples of Oi to the entire infrastructure business. And we believe that as it could be seen by the EV over EBITDA value that was attracted at the signing of the operation and at the closing of the operation, we believe that V.tal, in the very near future, can have significant multiples applied to its growth and to its future EBITDA. In addition to that, we have mentioned many times before that we do believe that V.tal is a very relevant candidate for an IPO. And obviously, this is also part of the new controlling shareholder plans in addition to obviously a significantly growing the business in the short term. This, we believe, will help to address some of the Oi cash needs until 2025 as part of its overall sustainability equation. Obviously, now, with the relief in terms of CapEx needs due to all of the transfer of the CapEx investments to V.tal in the infrastructure, Oi will also be able to work with a new model which will bring a significant capacity to generate operation -- positive operational cash flow in the short term. Finally, it's important to mention that with the settlement of the transaction, we had also a significant reduction of Oi's debt with the repayment of the InfraCo debenture that was issued last year. Upon closing of the transaction as of yesterday, Oi has already repaid in full all of the commitments of the convertible debentures of the first issue of V.tal, which were outstanding with [indiscernible] for a total value of BRL 3.5 billion as provided for in the inventory. This BRL 3.5 billion were obviously a result of the original value that was issued last year plus all of the applicable interest and fees which were part of the indenture contract. And with that, now, we go back to just having, as part of Oi's indebtedness, the original debts that the company carries less all of the reductions that were made, including just to remember, the reduction of the -- the full reduction of the BNDS debt that was paid in full upon the settlement of the Mobile UPI sale as of last month. So with that, we finish this part of the presentation. Again, highlighting that this is a very complex transaction. Highlighting as well that there will still be things to be verified and numbers to be calculated as part of the 90-day period post-closing. Many of them will only be able to be verified post-closing as already included in the original agreements. And as I mentioned, there will still be some adjustments made in addition to the ones that were executed immediately after closing. And with that, I would like to thank you and then to open the floor for the Q&A. And I believe Marcelo is going to moderate the Q&A. So Marcelo, back to you.

Thank you, Rodrigo. Actually, Rodrigo, we don't have anyone on the line to ask questions. So since we don't have anyone on the line, maybe -- I think you can jump to your final remarks. Sorry, sorry. I got one here. Just a second. So our first question comes from [indiscernible] from UBS.

Guys. I have a question regarding the U.S. authority approval needed to merge GlobeNet U.S. assets. So I'm assuming here that those assets are already included in GlobeNet contribution, if not, I apologize in advance. But my question is how representative are they in GlobeNet's assets considering the contribution? How likely do you guys seek this approval? And in the event of this not happening, what could be the implications?

Thank you, [ Andrea ]. No, that's a good question. And obviously, this generates this question. Yes, the GlobeNet U.S. assets are included as part of the GlobeNet contribution, but it's mostly a formal contribution, Andrea. Because the presence of Globenet U.S. is a termination presence, and as part of the whole transaction, the key characteristics of the GlobeNet transaction actually pertains to all of the submarine capacity that GlobeNet has. So we do expect, yes, that the 2 approvals will be obtained shortly. And this is the signature of the letter of agreement with Team Telecom is an indicative of that. We have already signed this letter of agreement, all of the questioning is already done, so it's now just a formal procedure of finalizing the deadlines that the 2 entities in the U.S. have. So we do expect the approval shortly. Even though, again, to your point, we don't expect this to be the case. But should there be some issue either with the delay or with other form of impediments to the U.S. approvals, we do have provisions in the contracts that allow for the maintenance of all of the substantial contribution of GlobeNet in terms of capacity, in terms of our cash flows and in terms of even bilateral contracts with the termination entity of GlobeNet in the U.S., so as not to materially modify or impact any of the deal conditions, okay?

Super clear. Thank you.

So Marcelo?

Okay. So our next question comes from Marcelo Santos from JPMorgan, sell-side analyst. So Marcelo?

Can you hear me?

Yes, sure. You can go ahead.

Perfect. Rodrigo, Marcelo. I just wanted you to comment how -- you have 2 changes in the operational model, one, you're going to have lower rates from V.tal, and on the other side, you will continue investing on the customer premise equipment. So how does that impact those projections that you shared with the market in July '21? I'm reading here the triennium 2020-2024 strategic plan. You said at the time that the margin of the new businesses by 2024 to be around 17% to 19%, and that the CapEx would reach 7.8% of revenues in 2024. I don't know if you can comment at least directionally how this would change If you could provide some insight on that, that would be great.

Marcelo. Yes, there is a small change in this, given that we maintain the ONTs, and then we will be able to present a slightly higher EBITDA margins given that we will not have to make those OpEx payments to V.tal regarding the ONTs. The reason why we did that was twofold. First is exactly the reason I mentioned during the call, which allows us to have a better strategic control of the customer premise equipment and to differentiate compared to other customers of V.tal. But also because in the end, given the rapid development of the sector, over the course of the last 12 to 18 months with the rapid expansion of FTTH across the globe, we were able to pay significantly better CapEx conditions and numbers for the purchase of the ONTs. And with that, given the nature of the contracts that we had before, it was hard to capture these synergies of increased pricing for ONTs with the contracts remaining as they were. And so it was a common agreement because it was a better outcome for both parties to have Oi capture the full synergies of this price reduction going forward as well as the increase in -- the slightly directional increase in EBITDA that we will have because of that. And this will represent just probably just a few points of EBITDA, and we still have to do all of the adjustments, and we'll make, obviously, all of the disclosures as soon as practical. But directionally, it allows us to increase a few points of EBITDA.

Okay. So our next question comes from Carlos Sequeira, a sell-side analyst from BTG Pactual. Cadu, can you hear us?

Yes, Marcelo. So yes, I think my question -- I've written the question in the chat, and it's very similar to Marcelo's question. So I was just asking how the new contract -- the new terms for the contract change, expectations related to EBITDA margins for Oi going forward and the CapEx going forward. But I think it's the same -- it's exactly the same question that Marcelo just asked.

Okay, Cadu. No problem. Maybe just as -- I'm going to address one of the questions that was in the Q&A forum as well related to the same adjustments in terms of the structure of the new Oi. We have to say that with that adjustment, obviously, all of the ONT's value as far as asset value remains at Oi, okay. So none of the asset value from the existing ONT base. And remembering that we do have already an installed base of close to 4 million subscribers remains at Oi. And this is roughly a little bit above BRL 1 billion, okay, of asset value that remain in Oi. Marcelo?

Rodrigo. So we see here -- so we don't have anyone else on the line to ask questions. And I think now, we can finish the Q&A session. And I -- and jump, give floor back to you, Rodrigo, for your final remarks.

So thank you, Marcelo. And I know that there will be several additional questions, and let me just emphasize that we will be able to address all of the additional questions directly with the IR team. And obviously, again, some of those questions will only be able to be entered over time as we still have a period post-closing for all of the adjustments to take place. Maybe the one thing I would like to highlight, because I believe it's an important information to the market as far -- and that was a question that I believe it was presented in the Q&A chat session. The adjustments of the cash between Oi and V.tal as part of the lockbox agreements have 2 components. The first one, as I mentioned, are the ones that are related to the ongoing operation and payments from Oi to V.tal for the FTTH usage since the beginning of the year. And then a second component related to all of the CapEx adjustments and cash payment adjustments since the beginning of the year. And the first part was roughly in the range of a little bit over BRL 100 million a month for a total of roughly BRL 700 million that were adjusted already post-closing. It was already settled as part of that. And then, there will still be residual adjustments that will have to be made but are still being verified and calculated as part of the 90-day period that we believe will bring this adjustment to roughly in the range of BRL 1 billion, okay? But that -- having said that, I believe that was the most significant question that was outstanding there, and it's important for us to highlight as part of the call. I believe that we may address for all of you specific details of the structure and the specific details of what happens next. And obviously, all of the specific details of debt and the debt repayments has occurred since the beginning of the -- of the UPI sales, starting with the 2 UPI sales last year and then the 2 large UPI sales this year, can be addressed directly with the IR team. And as usual, we will be making specific calls with any interested investor, okay? So thank you, everybody. I believe that this concludes our session for today. And again, there's still now an ongoing continuation of the settlement of the transaction for the operational part of it. But most importantly, today, we now inaugurate a new phase for the company operationally speaking, focused entirely on growing the business, focused entirely on bringing the new model to perfection. And as we expect, generating significant value both for V.tal as a new entity and for Oi as the resulting company from the structural operation. Thank you all, and talk to you shortly.