TIM S.A. (TIMS3) Earnings Call Transcript & Summary

Good morning, ladies and gentlemen. Welcome to TIM S.A. conference call on the completion of the transaction with Oi. We would like to inform you that this event is being recorded. [Operator Instructions] There will be a replay for this call on the company's website. [Operator Instructions] We highlight that statements that may be made regarding the prospects, projections and goals of TIM S.A. constitute the beliefs and assumptions of the company's Board of Executive Officers. Future considerations are not performance warranties. They involve risks, uncertainties and assumptions as they refer to events that may or may not occur. Investors should understand that internal and external factors to TIM S.A. may affect their performance and lead to different results than those planned. [Operator Instructions] Now I'll turn the conference over to Mr. Alberto Griselli, CEO of TIM S.A., to present the main message about the closing of the acquisition of Oi's mobile assets. Please, Mr. Alberto, you may proceed.

Good morning, everyone. Thank you for attending our conference call. Today, I will present the long-awaited value creation numbers for our deal with Oi. But before we start, I would like to thank our team directly involved in this very long and challenging journey as well as our advisers. All of them did a great job under unique and very tough circumstances. I would like also to acknowledge the effort and commitment of our peers involved in the transaction. We have just completed the most remarkable transformation of the telecom sector since its privatization process. To start, did you notice the cover of our presentation at the final stages of the deal that we managed to get an additional asset from Oi. We took the brand ambassador as well. It's a joke, of course. It's a rattle, has nothing to do with the closing, but we do believe that bringing Marcos Mion to TIM will be a great branding moves. Mion is one of Brazil's most relevant and influential TV host for the young population and presenter of Rock in Rio, which, as you know, we sponsor in September this year. Let's do a quick recap of the deal. We acquired the larger portions of Oi's mobile assets, over 16 million clients, being more than 40% postpaid. On the infrastructure side, we bought 54% of Oi's spectrum in different bands and many cell sites. We will be paying BRL 7 billion in exchange for those assets, of which BRL 6.4 billion was already transferred to Oi and BNDES on April 20. The remaining portion will be paid in approximately 120 days net of any additional price adjustments. In addition to this amount, we have also paid Oi BRL 251 million last Wednesday for up to 1 year of service during the transition phase. Oi may also receive up to BRL 230 million from TIM up to the end of March 2023 in exchange for meeting certain targets linked to the full availability of the acquired spectrum and the migration of the acquired customer base. Of this amount, BRL 60 million were already paid on April 20 given Oi's performance in reaching the established targets. We see this transaction as a game changer for TIM. We will become an even more robust national player with a relevant scale in all markets. Besides, we are growing market share in regions with high GDP per capita, such as Rio, Sao Paulo, Rio Grande do Sul and the Midwest states. The deal also helps us close an historical spectrum gap against our peers and paves the way for us to become leaders in spectrum per subscriber, a critical ratio when analyzing network capacity. On top of that, the increase in mobile sites will have TIM to have the broadest coverage in the country, being #1 in cities covered and population served. Materializing this great transformation into financial metrics, our current estimates point to an NPV of value creation between BRL 16 billion to BRL 19 billion, with 45% of this number captured until 2030. We see 2 main groups of drivers for value creation. One, is commercial related, where the positive impacts come from the 30% increase in client base together with relevant changes set to the market dynamics and new revenue opportunities. We estimate BRL 4 billion to BRL 5 billion in value to be created with those drivers, starting immediately. The second and most relevant one, totaling between BRL 12 billion to BRL 13 billion is infrastructure related. The acquired spectrum will lead to significant CapEx and OpEx savings in future accompanied by relevant synergies from the decommissioning of overlapping sites. Additionally, we have other elements that can create value, but were not included in our 2022, '24 guidance. They are the tax-related effects of the deal coming from the amortization of the expected goodwill, a plan to accelerate the mobile site decommissioning process and the potential positive impacts in customer platform partnership. The first 2 are more easily quantifiable, and we estimate an additional BRL 1 billion in value creation coming from both. Those estimates consider the most of the positive impacts from the transaction materialized fast, starting this year. Also, the estimates already consider the costs to achieve them. Going deeper into the value drivers, I believe it's worth mentioning that we expect this to contribute with around BRL [ 1.8 ] billion in revenues and BRL 1.1 billion in EBITDA in 2022. Of course, this takes into account only the period after the acquisition, which is a little over 8 months. On a pro forma full year basis and without the one-off effect from the temporary service agreement, the deal could increase our 2022 EBITDA by 20%. We have already presented the expected margin and contribution from those migrated clients. However, it is worth remembering that they [ arrived at TIM ] with a higher margin, and it will expand until 2024 when all the integration costs are fully absorbed. Another element we're discussing in more detail is the change in churn dynamics. Brazil has a history of very high disconnection rates compared to the developed markets, which depicts a dysfunctional and an [ inefficient ] market. However, we believe this is about to change more meaningfully. The new market structure should foster an environment where the washing machine effect that never ended cycle of gross addition followed by disconnection will reduce amid enhancement in customer experience. We firmly believe that the key differentiator in the eyes of the customer will be the overall experience driven by network and service quality. We have been talking about how additional spectrum can help improve quality while reducing CapEx needs to take efficiency to a higher level. And we are confirming this view. The infrastructure we are getting from this deal will allow us to reduce CapEx on revenues by 2 to 3 percentage points after integration. The long-term effects should bring CapEx on revenues to mid-teens range in the years ahead. As mentioned before, site optimization is another source of efficiency for OpEx and leasing costs. Our original plan was to deactivate 60% of the acquired site in approximately 10 years. We recently developed and accelerated programs that reduces this time to 2 years and creates close to BRL 300 million in additional value. Our plan does not depend on selling portion of this site's portfolio as determined in the antitrust approval process. The success in the mandatory sale process would represent an additional upside for us. The other side to our 3-year guidance is not related to infrastructure. The goodwill amortization could lead up to BRL 700 million in net present value of future tax savings, but we'll only be able to benefit from it once we merge the SPE Cozani into TIM S.A. Only at this moment, we will have more certainty about the goodwill amount. Moving to the financial impacts in our balance sheet, it is essential to highlight that even with the significant cash disbursement from the deal, TIM has prepared itself quite well and will continue to maintain a healthy leverage level, rapidly deleveraging after the integration. Our total net debt-to-EBITDA ratio should not surpass 2x and will come down to nearly 1.6x by 2024. A quick note on the leasing impact from the tower contracts that we are receiving immediately after closing. We added BRL 4.1 billion in IFRS 16 debt and committed to payments linked to those -- to these contracts in the range of BRL 600 million in 2022. Despite all that financial discussion, we cannot lose sight of the importance of carrying and valuing the clients we are receiving. We have to remember that these clients didn't choose their new mobile service provider. So we need to make sure that the transition to TIM is smooth and as close to seamless as possible for them. This is why we start our journey in a roaming-like mode. In the first phase, clients will notice a fast and relevant improvement in coverage. We estimate that clients can perceive improvements in indoor coverage in the range of 40 percentage points as our case study in Sao Paulo shows. In that study, former clients of Oi in Sao Paulo city would experience indoor coverage to move from 60% now to 90% in 4G. The second step in our journey deals with client migration between systems. Migrated clients will start to be served by our call center and back office. This part of the journey will occur in waves, and the clients will receive communication throughout the entire process. In the third step, we expect to have already improved the quality of service significantly and will focus on other elements of the customer experience, such as offering innovation. We intend to use our differentiated portfolio of partnerships and services to enhance our monetization strategy for the acquired customer base. Before concluding this presentation, let's quickly review the main regulatory and antitrust conditions. The process was long, and both agencies made very detailed analysis to develop modular remedies that new entrant, a small operator, can use to reduce entry barriers and explore different business models. In our opinion, the proposed conditions create a balanced framework that deals with the main risk analyzed by the agency without affecting team's primary objectives in the deal. TIM already complied with all conditions for close imposed by CADE and Anatel, proposing a reference offer for MVNO and roaming, creating a communication plan and indicating the people that will form the trustee. Now we will focus on complying with the remaining requirements as detailed in our presentation. In summary, we'll be able to create significant value by becoming much more efficient on the commercial and infrastructure fronts, while transforming customer experience for our clients on the back of a better quality of network and service, all that sustaining a solid financial position, which leaves us room for a new approach to shareholder remuneration. We are paving the way to become the next-generation telco. Now let's open the floor for questions. Please, operator.

[Operator Instructions] Our first question comes from Bernardo Guttmann.

Congrats on the deal closing. A very nice presentation with a good disclosure. I have one question related to CapEx on revenue guidance. Are you guys assuming any additional source of efficiency, perhaps something arising from a wider network sharing, maybe considering 5G?

Bernardo, this is Alberto speaking. I will then ask [ Lo ] to jump in. When you look at the plan, as we discussed during the guidelines in our last call, this is our base case. So there are a number of elements that sums up. So you've got the positive efficiency of the Oi transaction. You got the positive efficiency coming from the I-Systems deal. You got -- let's put it this way, the initially negative impact of 5G deployment, and these are the 3 main components that we are including in our guidelines. Any potential synergies coming from wider agreement within the sector like the 5G single grid is not included. Okay. Bernardo, I'm being quick about the -- it was a straightforward question.

Our next question comes from Fred Mendes, Bank of America. .

I have 2 questions here. The first one, very straightforward, just to confirm, when you mentioned the synergies of BRL 16 billion to BRL 19 billion, I should remove the BRL 7 billion close to that right that you paid for Oi? That will be the first question. And then the second question, just to get a better understanding on the site deactivation plan, you no longer need these sites because you're getting more spectrum, so there's an efficiency there or there is something else? [Technical Difficulty] Hello guys, can you hear me?

Yes, Fred, we can hear you.

Okay. So I will repeat the question. I mean that -- the first question is, you mentioned the BRL 16 billion to BRL 19 billion of synergies. So just to confirm, I should -- you are not including the value paid for the transaction on the synergies, so I should remove close to BRL 7 billion from the BRL 16 billion to BRL 19 billion? That will be my first question. And then on the second question, just to get a better understanding on the site deactivation plan. The main reason for you to remove from 7,000 to 2,800 is because of the extra spectrum. So you're saying that you'll be much more efficient and you no longer need the site? Just to understand.

Let me confirm. Did you get the answer to the first question, right? Before I was disconnected, we were disconnected?

I didn't get any answers from you.

No, you didn't get anything? So when it comes to your first question, yes, it's correct. You need to take BRL 7 billion out of our range synergies between BRL 16 million and BRL 19 billion, remembering that BRL 7 billion is the full price. We paid BRL 6.3 million now because there is a potential price adjustment that is going to be confirmed or not in 120 days. . Coming to your second question related to the tower deactivation plan. The reason we deactivate the tower is twofold. The first one, of course, we got more spectrum, and therefore, as general, we require less towers to provide the same level of service. And the other point is that when you map Oi's towers versus our TIM current tower footprint, there is an overlap. So at the end of the day, we do not need 60% of it. Now in the base case, we assume to deactivate these towers over a longer time frame. What we are executing now is an accelerated plan, whereby we're going to decommission this almost 5,000 towers in a 3-year plan. And this is accretive on the value of the deal of around BRL 300 million. Did you get the answer?

Our next question comes from Diego Aragao, Goldman Sachs.

Yes. Alberto, thanks for the very detailed presentation and congratulations on the deal. It seems really amazing not only for you, but for the industry, I guess. So my first question is about the dividends and overall shareholder returns. Because with the integration of Oi, your free cash flow will improve significantly in the coming years. And I was wondering if you can just comment on the potential to return the excess cash to shareholders via dividend plan or by increasing our share buyback program.

So that question is actually you need to be patient and come to our TIM Day, which is going to happen on the 4th of May, and we will give you the answer. For the time being, it's something that is more related to our annual plan. So if you don't mind, come to the call in a week time and you got your answer.

Sure, Alberto. And I guess the second question is regarding the prepaid subs you were adding. I mean, are you considering any major disconnection at least in the coming months because of the integration? I mean, should we expect eventually the churn rate to pick up in the next, let's say, 12 months and then normalizing after most of those subscribers are already connected to the new network that all being [ tied to ]?

So Diego, to answer your question here, it's a bit more elaborate because we are getting clients' revenues and contribution margin. When it comes to clients, especially in prepaid, each company has its own policy for the [ activation ]. So if you look at the overall ARPU of the customer that we are receiving, it's about BRL 15, that compared to something like BRL 26 on our side. So this, of course, depends on the larger share of prepaid. But we don't know now the quality of this customer base and therefore, we don't know how the [ activation ] -- the change in activation policy between ourselves and Oi will take place. At the beginning, Diego, Oi customer will remain with them, and we're going to migrate them throughout the next 12 months. So at the end of the day, you're going to have customers when they are at Oi, they will belong to their policies. And when they come to us, we will apply our policy. I think it's fairly reasonable to assume that there will be some cleanup, but the exact amount of this, it is unclear at this point in time. Of course, this doesn't affect the revenues and contribution margin.

Okay. No, that's clear. Yes, I was wondering if you have any kind of, let's say, internal analysis suggesting the potential overlap between your prepaid base and the prepaid base of OI. But I guess this is quite tough, right? Unless you are looking to, let's say, to each personal [ ID ], right, like the CPF?

It's -- we don't have this analysis yet. As you know, the double SIM card in Brazil has been slowing down a lot over the last years. It picked up a bit throughout the pandemic because we saw an increase. But from this point of view, I think that at the end of the day, if there is somebody with a double CPF, we're going to serve him at the beginning, we serve him now. So at Oi at the beginning and at us. Then I don't think it's going to be a relevant customer base with overlap. But we can be certain of it only where we actually perform the analytics of the customer base that we didn't do yet.

Our next question comes from Robilliard, Barclays.

Yes. It's Mathieu Robilliard from Barclays. The first question I had was about how the migration works for clients from Oi because, obviously, they're on different plans, different products? So how are you going to reallocate them within your new offers? Or will you maintain some of the pricing points of Oi for a certain time? I mean if you could give a bit of color in terms of what happens for a customer. And then the second question is actually coming back to, I think, the first question you got about what you consider to be the value creation because I was looking at the slides and maybe I'm reading this wrong, but it says that the value creation, NPV, is net of the cost to achieve. So maybe you could clarify what you mean by cost to achieve. And I was wondering also how we should treat the increased leases. I think you pointed out very clearly that the BRL 4.1 billion would be reduced by 60%. But I guess the 40% of the BRL 4.1 billion is maybe a cost that we should consider when we look at everything you're paying for this deal to get achieved.

Okay. Robilliard, let me address the 3 questions. So in terms of migration, it will work in 2 phases. In the first phase that we call roaming-like. The -- basically, we're going to migrate the spectrum, and therefore, this will benefit Oi customers and TIM customers because both of our new customers, TIM and Oi, will be served through a larger spectrum. This is the first phase that's going to happen in the next few months. Then there is a second phase, which is related to client migration. So basically, to put it simple, what we did is that we analyzed all of Oi plans and we designed a set of lending plans for all these customers. What does it mean that basically, we're going to migrate Oi customers over time, over the next 12 months into a lending plan, which is similar to Oi one. Similar is not necessarily identical, but it's going to be equal or better in terms of benefits versus what they get today. So at the end of the day, Oi customers is going to get the same conditions, commercial condition, and it's going to be served in a much more effective network, which is our network. So this is the way it's going to work. So it's going to be transparent to the customers, that's the objective, is going to happen over the next 12 months. When it comes to the value creation. So the BRL 16 billion and BRL 19 billion. Basically, this is the net present value of cash flow, including all upsides in terms of revenues, in terms of cost avoidance and in terms of costs required to capture these benefits. So it's all inclusive. And maybe this address also the last question related to lease. So basically, what happened is when we get Oi towers, these 7,000 towers, we are going to decommission around 5,000 of them over the next 5 years. We'll incur some costs in doing this. And we will pay the lease for the [indiscernible] towers, which is already included in the BRL 16 million, BRL 19 billion synergy. So the cost of leasing of the remaining towers is already included in the net present value. When you look at the BRL 16 billion, BRL 19 billion. On the BRL 19 billion side, basically, you have the additional benefits of tax goodwill and the net present value of this accelerated migration plan. So when you look at the BRL 19 billion, you see the effects of, all in all, everything, including the positive effect of accelerating decommissioning of the sites.

Okay. And just to make sure that I got it clearly, to that, obviously, then we have to subtract the nearly BRL 7 billion that you're paying, as you answered earlier, right?

You take away the BRL 7 billion that we paid.

Okay. Can I ask just a last question?

Yes, of course.

You guide for a contribution of EBITDA of BRL 1.1 billion for this year from the transaction, is that net of the different costs that you've been mentioning?

The EBITDA is basically the revenues managed the direct cost that comes with these customers. So it's -- and that includes also the -- what we call the temporary service agreement. So to make an example, it's revenues minus, for example, interconnection costs. And that is the positive contribution margin together with other cost related to these revenues. On top of them, there is another cost that extends for 12 months, which is related to the services that we are buying from Oi to serve their customers, which is now our customers when they still are at Oi. This is called TSA, and it's worth something like BRL 250 million that we paid upfront as part of the deal, and it's supposed to last for 12 months.

And so that should be deducted from the BRL 1.1 billion in 2022.

Yes.

Same thing for the...

No. Sorry, let me -- let me ask Camille to contribute on how the TSA is calculated.

So thank you, Alberto. So the BRL 1.1 billion is already the effective effect that we will see -- that we expect to see in our EBITDA in 2022, net of everything, net of the TSA, net of all the costs, it's the added amount to our 2022 EBITDA, remembering that we are only considering 8 months of consolidation given that transaction closed in April. So it's only 2/3 of the year.

Super clear...

Robilliard, when you calculate the EBITDA margin of these revenues, so you will see that this EBITDA margin is going to increase over time because the TSA is valid in 2022, '23. And after the first 4 months of '23, it will disappear, so the contribution margin goes up.

Our next question comes from Leonardo Olmos UBS.

We have a couple of questions. The first one, can you break down between OpEx, CapEx and leasing expenses in the -- looking at the infrastructure category?

We do not provide this level of detail. You're going to have more, let's say, not with all inside because Oi is going to kick in just in the second half. But we are not breaking down the number, Leonardo. The guidance -- sorry, we're giving the guidance on CapEx on revenues in the long term, and that's the benefit -- the main benefit of the deal that we are disclosing at this point in time.

No, I was just going to complement that you can sort of infer the influence of each of them, if you look at the increase in EBITDA margins that we have talked about in the past as well as the decrease on our CapEx on revenues indexes going forward.

Makes sense. Yes, Camille. And so basically, most of it is from CapEx on the infrastructure side, right? But we can do a better calculation, I'll try that here. And a quick follow-up. When you think about the -- you mentioned contribution margin coming from Oi, right? What exactly is there in terms of OpEx, inside of Oi's cost structure that you're accounting for?

It's basically variable costs related to the operation itself. So interconnection, regulatory taxes. I mean, those sort of costs that are directly associated with the operation that once we have additional clients, we incur in those costs. So we are not getting any fixed costs or other sorts of costs that are not directly related to the operation.

That was exactly my point. And then again, and my last one, on TIM as a whole or TIM excluding only, how much of the OpEx is variable? And how much of it is fixed?

In our current operations? [indiscernible] I'd have to check here. I'll follow up...

No problem. I'll talk to you on the same afterwards.

[Operator Instructions] Please, Mr. Vicente, you may proceed.

Hello, everyone. This is Vicente Ferreira, Head of IR. So the first question comes from Otavio Tanganelli from Bradesco. In his first question, he asks, I wanted to understand how the BRL 4.1 billion of leasing is included in the NPV calculation of the synergies? Is it included or not in the '16 to '19 range of synergies?

Okay. As I was mentioning before, when we calculated the cash flow, we took it out the rental from our costs, including our costs, so it's included. What is not included is the acceleration plan, which is worth the BRL 300 million additional if we make decommissioning faster. But straight answer, yes, it is included.

The next question comes from Daniel Federle from Credit Suisse. Hi, good morning. I'd like to understand if in the base case scenario in which CapEx to sales declines to maintain if EBITDA margin would still be able to stay close to the current level?

We already -- so yes, we are assuming that our planned EBITDA margin stay close to our level. Of course, this is the effect, as we mentioned, of a number of different dynamics. So -- you got the positive effect coming from Oi in terms of contribution margin, which is starting at around 60% and moving up to close 70% in time. Then you got a negative effect, which is related to the IHS or I-Systems deal, whereby we improve our CapEx, while we have to rent it back. So this is a negative impact on our EBITDA. And then you got 5G that is slightly increased our OpEx cost as well. All in all, the EBITDA margin is good to stay in line to current levels over the tri-annual plan.

So the second question coming from Daniel. Are you planning to incentivize our clients to migrate to different plans more for more since day 1? Or is it something more for the longer time?

It is something more for the longer time. So at the beginning, our main interest is to migrate the customers in a seamless way to our network. So this is the first objective, is to migrate them easily and without problems from their current system to our systems. One, the customers are on our network. Of course, we're going to work them as we do our customer base, the more for more strategy. We got a richer portfolio plan compared to Oi. And therefore, we expect to have the same results that we are having on our customer base in terms of increasing ARPU versus increased benefits.

The next question comes from Marcelo Santos, JPMorgan. So Marcelo states, good morning, everyone. What is the total value of the fiscal goodwill? Should it be amortized in 10 years after the entities are merged? Please, Camille?

So starting from the end, not in 10 years, we expect the goodwill to be amortized up until 2042, if I'm not mistaken, but most of the amortization is in the first years so that most of the BRL 700 million NPV that we have communicated gets materialized, let's say, until 2030, but there is still -- there is some amortization until 2042.

The next question comes from Soomit Datta from New Street Research. What has the subs and revenue momentum been since the deal was announced for the acquired subs? .

Well, the -- Soomit, basically, you'll see this in a week. So the -- you need to stay patient on our Investor Day when we disclose our first quarter result, and you will see the effect of -- or a piece of the effect, among other things, on our revenue growth numbers.

The second question from Soomit. What is the annual cash lease cost associated with the BRL 4.1 billion of IFRS 16 lease on balance sheet? .

Soomit, we have, for 2022, around BRL 600 million of cash costs, of IFRS 16 costs. That's also considering 8 months out of the 12 months, and that's for the whole 7,200 towers that we are receiving. Of course, that declines over time as we start to decommission them.

Now we have a question from Walter [indiscernible], [ Aurelia Family Office ]. Does it makes industrial sense to deconsolidate the infrastructure from the consumer service in a similar way, TIM IT is doing in Italy?

Walter, I think that it makes sense on the fixed side, and we already did that with the I-Systems deal, IHS deal. So basically, we carved out our secondary network for broadband. And now we are partnering with I-Systems with a 49% stake. When it comes to mobile, I don't think it makes sense.

The next question comes from Eduardo [indiscernible], GTI. Could you give more detailed information on the valuation of Oi's clients ARPU over the years? What is your base scenario regarding the ARPU improvement from the clients over the years? When are you expecting these clients ARPU to match TIM's clients ARPU?

Well, Eduardo. The -- as we were mentioning the Oi ARPU today is significantly lower than ours. So it's BRL 15 versus BRL 26. This depends on the mix, and this depends on the plan. So we look at this and we see a great opportunity to implement our more for more strategy and therefore, increase the spending of the customers in a change of increased benefits as we do to our customer base. How does it work in practice? In order for us to implement this strategy, we need to migrate Oi customer base into our systems. And then once they are in our systems around the BTL marketing campaigns that we are running on our customers. This is mainly related to a prepaid migration to Control plans and Control, Control and Control postpaid. So it's something that's going to kick in starting in the second half of this year, and we start the migration and it's going to accelerate in 2023. We look at this as a revenue growth opportunities on the revenue that we are incorporating to our operation for 2023.

The next question comes from [ Rafael Buku ] from [ Momento ] Digital. Could you tell us more about the indications to the trustee. Did TIM indicate ex-President of CADE and Anatel? Or the 3 buyers indicated them? Who did you indicate it?

Thank you, Rafael. Mario Girasole speaking. Good morning to everybody. This is an indication of the 3 buyers. We share this indication. We submitted to CADE, and we expect the feedback of CADE in 1 month exactly because this is a governance requirement in the agreement -- in settlement agreement signed with the antitrust authority.

The next question comes from Luis Grossmann from Convergencia Digital. When is the date of the first migration of clients from Oi? How many? Where CSP it begins? What is the sequence?

Here is Leonardo speaking. How Alberto mentioned, we have 2 different phases. The first will be the roam-like. We expect that we initiate the roam-like in 1 month. What it means that all customers will be, let's say, anchor in TIM network. And this new TIM network will be already considering the spectrum that's coming from Oi. What it means that we have 2 benefits for our customer, that will have a better network with more spectrum and for Oi customer that will count not just with spectrum, but with the large coverage. After that, after this part, we will initiate the migrating of Oi customer base related with the part of a supportive customer care and with the TIM plan. It will be starting June. We will start with the prepaid and Control plan. And after that, we will start something around August with the postpaid. So in this part, we have a different, let's say, window of migration, where we start with running something around 50,000 customer [indiscernible] increase. And we expect that to complete all this migration in 12 months since in April. So what it means that we will start for a small number of customers to test all the systems. Remember that in Brazil, we have the ABR that is responsible for all the portability. So it is not just about Oi and TIM, but we have external, let's say, part that has been part of this migration.

The second question coming from Luis is, the decommission of 5,000 towers include the towers that will be sold as CADE decided or those are other towers?

Yes, it is included. In fact, we have to waiting for 6 to 8 months after to making some offer to the market and offer these 5,000 towers or represent -- not 5,000, in fact, we are talking about a 50 percentage of the total towers that we have. So it is [ 14 ], something around [ 3,500 ]. And we have to expect this period of a 6 month, if there is no interest of this offer that we did for the marketing, we will have to expect more 2 [ offers ]. And after that, we can include this tower in decommission plan. So it is exactly what we are waiting for in our, let's say, accelerated plan. If you make a total number, we have a part of the tower data, we can start the decommission since day 1. And other parts that we have to wait for this period [ data card ] asked us. And after that, we will include this tower if there is no interest in the marketing to be decommissioning.

The next question comes from [ Bruno Hayes ] from [indiscernible] Assets. On leasing, what are the yearly leases expenses preimpose decommission of the 60%? I think we already addressed this question. Camille, I don't know if you want to add something?

No, just to remind everyone, we mentioned around BRL 600 million of costs in 2022, which only takes into account 8 months out of the 12. And you can pretty much expect the cost to decrease proportionally to the number of towers once they are decommissioned.

In addition, this is, let's say, a conservative view is correct because as you can imagine each tower has a price. And of course, when we switch them down, we're going to look at the individual prices and make the right decommissioning plan to take away what we don't need and cost more.

And the next question comes from Andres Coello from Scotiabank. You said you don't know the quality of the subscriber base. Are there [indiscernible] or any amount in [ escrow ] if there are negative surprises in terms of the quality of the subs base?

Andres, in fact, the SPE had some commitments in terms of net adds and participation in net adds and revenues, market share of net adds and revenues that would represent price adjustments at closing. Those numbers were declared by Oi at closing, and now we have 120 days to verify the numbers, to make sure that the numbers that have been communicated by Oi, we agree and are accurate. If we find out that the numbers are not accurate, then we have a chance to make additional price adjustments after 120 days. So if we find out that the revenues are not there or if the clients are not there, then yes, we do have a chance to adjust that in the price within 120 days.

With this, we finish the Q&A from our chat, and we'll move forward with the ending of the call.

Ladies and gentlemen, without any more questions, I'm returning to Mr. Alberto Griselli for his final remarks. Please, Mr. Alberto, you may proceed.

Once again, thank you, everyone, for attending today's presentation. We believe this is a major milestone in our transformation path that was only achieved with the hard work and commitment of many of our key employees. I praise them for this outstanding achievement. And guys, do not forget about our TIM Day on May 4, many exciting initiatives under the next-generation telco plan. Thank you, everybody.

That does conclude the Oi closing conference call of TIM S.A. For further information and details of the company, please access our website, tim.com.br/ir. You can disconnect from now. Thank you once again.