Vibra Energia S.A. (VBBR3) Earnings Call Transcript & Summary

Good morning, ladies and gentlemen. Welcome to Vibra's video conference to discuss the early acquisition of 50% of Comerc Energia. This video conference is being recorded, and the replay will be available on the company's website, www.ri.vibraenergia.com.br. The presentation is also available for download. We inform that all participants will be merely observing the video conference during the presentation. And afterwards, we will begin the question-and-answer session during which further instructions will be provided. Before proceeding, we would like to clarify that any statements that may be made during this conference call regarding the company's business prospects, operational and financial projections and goals are the beliefs and assumptions of Vibra's Executive Board and the current information available to the company. These statements may involve risks and uncertainties as they relate to future events and therefore, depend on circumstances that may or may not occur in the future. Investors, analysts and journalists should consider that events related to the macroeconomic environment, the industry, segment and factors can significantly impact results potentially diverging from what is expressed in the respective forward-looking statements. Present in this video conference are Mr. Ernesto Pousada, CEO; Mr. Augusto Ribeiro, CFO; and Mrs. Clarissa Sadock , Vice President of Renewable Energy and SEG along with other executives from the company. Now, I'd like to pass the floor to Mr. Ernesto Pousada to begin the presentation. Please proceed, Mr. Posada.

Good morning, everyone. It's a pleasure to host this webcast in English today to make a presentation about our acquisition of 100% of the shares of Comerc as well as take any Q&A that you may have at the end of our presentation. Along with me, will be Augusto, our CFO; and Clarissa, our VP for Renewables and the future CEO of Comerc. I'd like to cover in the presentation today a quick overview, overview of the transaction, and then why did we anticipate the acquisition? I think that's one of the key questions to -- that we would like to address today due to the fact that, of course, Comerc was already an asset that belonged to us and so we had a put and call from '26 through '28. So clearly, the decision of the company was towards the advantages of anticipating the acquisition. What can we expect from the future? And finally, final considerations. Going through the overview of the transaction, I would like to show you in the next slide, please, next. So clearly, first of all, I think it's clear to us that there is an alignment with our overall strategy on Vibra's strategy. This strategy, we will share with you next week in a little more details during the Investor Day, Vibra Investor Day. And -- but clearly, there is an avenue of growth for us on renewables. And -- but I'd like to make sure that we do understand what is the avenue for growth in renewables, which is growth with returns. It's generating value through renewables. So I think it's very important that we make it clear, our discipline on capital allocation is a clear value for us, and it's something that we're going to always be striking for. In the next slide is the transaction itself. So we believe that we really acquired a company with -- in favorable terms or in general, fair terms, from assets that is already fully performing, therefore, minimize the risks, and we're going to cover that a little more in details in the coming slides. But we -- our valuation or the negotiated price for the company was BRL 7,050 million, we're going to pay half of that or BRL 3,525 million, and that will be adjusted by CDI starting on July 1st, 2024, until the closing of the operation. Just to -- as a matter of comparison, the initial 50% was acquired in 2021 at BRL 9.24 billion. This value adjusted to current values by CDI. Payment is going to be 100% in cash funded by available -- already available cash, working capital lines and extension of existing financing, and new due diligence was conducted and a fairness opinion issued. So we can see clearly that the company had the right moment, the ideal moment to do this. The company was prepared from a management standpoint. Clarrissa joined the company about a year ago. We also had the right balance sheet at this time to do this deal as well as I believe we were able to negotiate fair terms with the other parties here in order to finalize this and take some risks out that were under the existing -- the former contract that was the put and call contract. Now I pass to Clarissa.

Very nice. So, going to the business, Comerc will generate BRL 1 billion in EBITDA this year and BRL 1.3 billion in EBITDA next year. 80% of this amount will come from the generation business, either on the centralized generation or on the distributed generation. On the centralized generation, Comerc is top 5 in the country in the solar business. And on the distribution generation, the distributed generation is leader in the market. The other 20% of EBITDA will come from solutions, the Energy Solutions business, and also from the trading business. On the Energy Solutions, we have here, energy under management, energy efficiencies, the retail business and also the battery business. On the solutions business, I want to highlight the fact that Comerc is the leader, also leader here in the market of energy management. And on the trading business, also top 5. So giving you more details about the generation business, Comerc has worth 2.1 GW of renewable business in operations. Most of those assets are located in the southeast of the country where is the load center also in Brazil. So 76% of the generation is in the Southeast. Talking about the contract, most of this energy is already contracted under long-term contracts on the decentralized assets. We have 19-year duration, all contracts adjusted by inflation, and it's also really important to highlight the fact that those contracts has no risk of submarket or hourly prices. So giving you a little bit more details on the trading business on the next slide. The trading is a desk with more than 20 years of experience and currently has an NPV of its book of BRL 643 million. Looking to the graphic, you can see stable results, every year positive results. And you can also notice that in the last 2 years, '23 and this year, the volume of profitability has increased. And the reason for that is the fact that the company is also growing with a stronger balance sheet helping the team to settle transactions with final clients with B2B clients. So going to the next slide, we also have more details about the Energy Solution business. I mentioned that Comerc is leader on the energy under management. It's about 4,500 units under management which represents 6% of energy consumption in Brazil. And besides of these long-term business with 2 decades of experience, it's a little -- it's a very good opportunity to work on a cross-sell platform. As you can see, we have several renewable products to offer to our clients. So going to the next slide, I will pass to Augusto to explain why we decided to anticipate this transaction.

It was mainly 5 reasons for us to anticipate this deal. First of all, we believe there was compelling financial reasons for Vibra to decide to anticipate this acquisition of Comerc. Second one, as Clarissa said, 100% of what was forecasted design at the beginning of the company was already delivered is operating right now. There is now a formal agreement in terms of continuity in alignment of the currency which was something that was not present in the prior [indiscernible] agreement. That this anticipation unlocks value for both companies, Vibra and Comerc. And Vibra, we believe now after 1 year of this new management as well as since the IPO, Vibra has gone through a lot of -- we mature ourselves. We have been improving the way that we do business, the management is in place, we believe we are ready to add value to Comerc. Items 3, 4 and 5 will be dealt later on by both Clarissa and Ernesto. So next page, please. So this is just to remind you some numbers from the past. If you consider at the time of the IPO, there was 86% of that IPO was incurred already in the prospectus by solid houses in the market. It was avail at that time, post money, around BRL 6.1 billion. If you bring that value to today based on CDI, we would have a 15% discount compared to the price that we paid for the remaining 50% of the business. Something that is also important that I would like to highlight here is that the industry energy index in Ibovespa Index, both appreciated roughly 15% during the same period. And some reference just to have an idea regarding, for example, NTN-B 10 years even the energy price is 10 years, they kind of remain the same when compared to those 2 periods. Next slide, please. Here, we have obtained with this deal a return on meetings. And it is -- I'd like to highlight here that the synergies that we are mentioning -- that we mentioned on the relevant fact is BRL 1.4 billion. It is on present value. Those synergies were mainly related to efficiency, cost reductions and operating with more efficiency in Comerc. Tax, the normal ones relate on those type of deals and financial based on the strength of the balance sheet of Vibra. When you sum up those 3 synergies, we call them hard synergies, that's what we believe we'll get that by the end of the second year after the closing. So those 3 are very feasible in our terms, and we believe that we achieve that in the next 2 years after the closing. But, there are also other upside synergies that we will see that we'll get it. We just did not put it here as a number, but the commercial one, now that Comerc is 100% with Vibra and also the growth, which Comerc is deleveraging pretty quickly now that the contracts and clients are already operating. So we'll see the Comerc being able to fund their growth when the time comes with the right terms with the right returns, we believe they will be able to fund themselves, which is good. And that's just 3 other points. These negotiations removed risks related to the reports in and out, I mean the deals. We anticipate fiscal and financial synergies within 2 years. So -- and we are getting those synergies 100% to Vibra since there is no more 50%. So those synergies will be -- will belong to Vibra in this case. Next slide, please. Here is just a view of a quick pro forma of the deal. We are looking at last 12 months numbers, just to show you that the leverage will be under control. And just to highlight here with the pro forma of Vibra in this case, as we mentioned as well in our results releases, we are excluding the effects of the tax extraordinary effects, okay? So it will be even lower than that if we add those tax extraordinary effects as well. Next page, please. We'll have this 100% of the assets getting contracted already said that. Here, I would like just to highlight 2 points that I didn't mention yet. It's quite visual but we have acquired a company that was delivering BRL 56 million in EBITDA in 2021, now is delivering BRL 1.3 billion by 2025, all those delivery -- we are quite confident in those numbers, mainly because there are contracts with an average of duration of 19 years with the price definition, the financial terms already defined, and that helps to sustain those numbers for quite a while. Next page, please. And then I pass back to Clarissa.

So, Augusto explained the return angle and also the risk reduction angle. So now talking about people. We'll have Kiko who is the founder of Comerc with us until 2028, Kiko will act as adviser on the strategic. So he will be involved in all strategic decisions of the company. We'll also take advantage of the fact that a retention package was gave to more than 36 people in the past. So it will also ensure stability on the -- after the closing of this transaction. And it also eliminates a potential risk of misalignment among the shareholders. And it also allowed us to include on the SPA and also listing and a noncompete clauses with the other shareholders. So talking now about growth opportunities, we are seeing opportunities both in asset-light opportunities and opportunities that may require some capital allocation. So as an example, I could talk about the opening of the free market. So since the beginning of the year, the high-voltage clients may migrate from regulated market to the nonregulated market, so it opens opportunities to asset-light deals that may generate from BRL 7 billion to BRL 14 billion for the market. Also, we are seeing growth in demand not only because of the organic growth, but especially due to the data center needs that we've been talking a lot about it in the market. Also, we are seeing opportunities in batteries and energy efficiencies that, of course, we will evaluate if it makes sense in the appropriate returns when we decided to invest on that. So on the next slide, Ernesto will cover.

Yes. So continuing on this chapter talking about unlocking opportunities for growth, I believe this slide is very key to understand one of the key factors for anticipating this deal. And clearly, given the structure we had in the previous transaction, in the previous contract, we would have the risk of a put option being exercised at any time between '26 and '28. Just to remember that our call would be only starting effectively in '28. So given this -- the way that the deal was done in the past, Clearly, this would lock us to look into further opportunities for growth within Vibra because we would have to have always some cash available or some balance sheet available to eventually having this put against us anytime between '26 and '28. So we see this also as unlocking this threat that we wouldn't have considering the put available between '26 and '28 and would lock us into pursuing other opportunities that we believe would also be very valuable for a return on capital for Vibra in the future. In the next slide, talking about the fifth chapter on why anticipating? We see that 3 factors that Vibra is actually now ready for this deal and ready to add further value and acquire 100% of the shares of Comerc. We have a solid balance sheet right now. And as Augusto mentioned, we can -- we believe we can reduce 100 bps on funding cost. We have a very low leverage of the company. We have a fully prepared C-level team today. So Clarissa joined us exactly to understand better Comerc and now take a CEO of Comerc as well as we developed inside Vibra management model that has a very strict policy on capital allocation, very disciplined and applied a lot of methodology to that as well. And our pace and intensity on how we run the business, we believe we can replicate that in Comerc, of course, considering the characteristics of the company, but at the same time, implement a pace and intensity on how to manage that business in a way that we will exceed on execution. And we're very confident that we can grow this business based on the existing assets, and not necessarily applying new capital to this to grow. So again, the main task of the team will be to maximize the capital already allocated in this business at Comerc. The next slide. So a little bit now on what we can expect for the future. So we're building an organization, which is we call interdependent management. And this, combined with Comerc's current leadership, we believe this will extract the greater value. Important to mention that this organization will be in place post closing, okay? So this is post closing. Andre Dorf, the current CEO, will do a gradual transition with Clarissa until January 25, 2025, and Clarissa will continue to report to me. Comerc Renewable Energy will be a vertical business inside Vibra. So that's the way we look into this. we'll see all the synergies possible that we can have with Vibra. And the Kiko, as mentioned before by Clarissa, I mean there is a retention with him until '28 and he will be an adviser working with Clarissa to ensure continuity of this business. So we believe that we do have a very interesting interdependent management structure that will further leverage Comerc expertise, commercial expertise, agile organization to renew our organization, but leveraging at the same time the larger Vibra and the potential that Vibra brings to the table. So the combination of both will certainly further accelerate extraction of value of existing assets in the company. Next. Just to give you a little bit and reinforce what I've been saying, what is our priority right now for Comerc is to reach this BRL 1.3 billion EBITDA in 2025, bring home the BRL 1.4 billion on synergies. So really getting the synergies implemented, accelerating expense rationalization, pursuing asset-light growth opportunities. We do have a great strategic partnership with and we see lots of value in developing that further, and going forward with this partnership. And this would actually focus on some of the expertise of Comerc. Comerc was grown or grew through a company that was an expert in commercialization and really dealing well with customers. And this partnership with Itau could leverage the best of Itau as being a retail business and the best of Comerc on how to deal with customers and really being customer focused on the organization. So we believe that there is significant asset-light opportunities for growth further. And also, the way we call this is Comerc may create optionality for next investment cycle through Comerc on capital generation. So our priority is to not do additional money inflow from Vibra into Comerc, but rather to use the capital generation done by Comerc to reinvest in the company. Next. The tentative schedule, so we're looking into now the transaction announcement during fourth quarter 2024 we expect the regulatory approvals, fourth quarter this year or first quarter '25, finalized all the precedent conditions and completing the transaction in the first quarter of '25. Okay. Final considerations and then we'll go for Q&A. So our real intent of Comerc is unlock the value, accelerate the pace for synergies, maximize value with the full acquisition of a company that is already operational and creating future investment opportunities always with returns for Vibra. Vibra will continue the discipline on capital allocation that we've been demonstrating so far and we'll continue that. Like we've been saying, our major metric for the top management is ROIC. So we'll continue to have a very discipline on capital allocation. But I would like to remind that we're acquiring a fully operational company that is aligned with long-term strategy for Vibra and this will generate BRL 1.4 billion in synergies. So also Comerc business is, and we will ensure a greater cash flow predictability. So it's a lot of long-term contracts, which gives us a cushion in terms of a good EBITDA, which is very predictable. Comerc, we consider a unique sector platform, and it's recognized by the market as a customer-focused expertise company. The capital allocation in our view was very great opportunity with attractive returns. And finally, and not a minor point, which is the elimination of this valuation report risks that had a potential put option between '26 and '28. This window would be open, and this would -- this deal now -- being done now certainly unlock investment opportunity across all Vibra business lines. And in the last slide, this start to create the largest multi-energy platform for customers with disciplined capital allocation. Like I said, Vibra is completing its portfolio to really become the largest multi-energy platform for customers, but always looking at capital allocation discipline. And this is critical as we move forward. We're very happy with the deal. We believe this will unlock a lot of value inside Comerc, but as well inside Vibra and our core business. Like I said in the beginning, our strategy calls for 1 vertical on renewables, but also we continue to be focused on a lot of generating more and more value to our shareholders through the core business through our fuel distribution business, which we believe still holds a lot of opportunities for the future. So with this, we complete the presentation, and we open for Q&A.

[Operator Instructions] Our first question comes from Regis Cardoso with XP.

I guess one major topic here on my side would be -- and I hear you when you say not to necessarily keep adding additional capital into Comerc. But if you could maybe discuss how the wholly-owned Comerc fits inside Vibra? So initially, it appears it's not generating profits? How do you see those net profits turning around? Can you grow without allocating new capital, meaning would Comerc be a driver for ROIC, ROIC increase going forward as you grow that part of the business without requiring new capital? And where do you think those synergies or the ability to improve the P&L would be? I think you mentioned cost of capital that would be below sort of the operating profit line. It appears to me that the main operating profit would come from the efficiencies, right, the cost rationalization you mentioned. How big is that? And in what time frame do you think you could capture those benefits?

I'll start with -- Hi, Regis. I start the timing that you mentioned. As I mentioned before, we believe we're going to capture those hard synergies in the first 2 years, okay? There is some time to implement certain actions mainly on the fiscal side that demands some time. The balance sheet, we based mainly on those that we have the ability in the shorter term to get the most benefit considering the strength of the balance sheet of Vibra. So overall, within the first 1 year to 2 years after closing, we should implement the hard synergies that I mentioned before, which we believe it's a very good pace.

Yes. Regarding the first question, Regis, let me try to give you this way. I think you mentioned several things there. But I think, first of all, we look initially 12, 18 months, we look into how we turn this company into -- from a loss to a profit. And I think that's going to be the major effort of us and looking at implementing the synergies that will bring additional EBITDA and will bring additional profit for the company as well as refocus the companies in was -- how the company was founded. And it is still the major expertise of the company. And somehow, we grew on asset-based organization. But the regional company was focused in growing asset light, and we will refocus the company to pursue growth especially given this partnership with Itau and other things that the leverage that we now have more than ever to grow asset-light even with our B2B business inside Vibra and leverage that. So I think we do see that opportunity. Also, when we talk about that, our focus will continue to be ROIC. Of course, this is a different business dynamics. Once you invest, you may be looking more at the internal rate of return, IRR, but ROIC will continue to be the major measurement for us. The other thing for us to be clear is we don't have passion for assets, generating energy assets. So if it makes sense, we may recycle them. We may sell them in order to reinvest in the company. So we -- just to be clear, we don't have passion for assets. We have passion for return on capital. I think that's what this company has passion about. So if we have to recycle on assets, whatever asset it is, we'll be ready to do so if that generates more value for Vibra and therefore, considering reinjecting this in the company. So passion for return on capital, it's not for the asset.

Our next question comes from Bruno Montanari with Morgan Stanley.

I have 2 on my end here. On shareholder remuneration, can you talk about how and if this move to acquire 100% of Comerc could impact the dividend distribution for Vibra shareholders in 2025 and -- in 2024 and 2025? And then a technical one. When we look at the synergies, the BRL 1.4 billion, what discount rate are you using to estimate those synergies?

Can you repeat the question, please? I think the last one, the last, the second.

The last one, the discount rate you used to estimate the BLR 1.4 billion synergies?

Regarding dividends, '24/'25 as I mentioned -- I think I mentioned yesterday, I'm making some confusion. I didn't not mention that today yet. The dividends for 2024, there's no change on our ambitions this year. There are -- the impact of Comerc will be next year. Being clear that, that impact will also not change our prospects of dividend -- of profit generated in the coming years. We are growing. We are delivering more money, the size of Comerc relatively to Vibra nowadays in terms of net profit, it is very small. It is still at a loss in the shorter term, that EBITDA, the platforms, the assets are starting to deliver EBITDA. So coupled with the synergies as well as the maturity of the investments that were done in Comerc, we should be profit -- to deliver profitable results in Comerc, in the next 2 years, roughly at the same time that we get those synergies that I mentioned before. So coming back to Vibra dividends, we don't see Comerc affecting our plans, affecting our profits that we have already ambition. We're going to share some of our growth avenues in our Investor Day next week. But from that perspective, make it clear, the dividends 2024, the dividend 2025 should not be affected by Comerc on that sense. Of course, that would depend on a lot of things, market situation, et cetera. But as we are now going forward, we believe we're going to continue to deliver what we deliver so far.

I just wanted to emphasize around dividend. We clearly walk the talk. We've been talking about that our policy is 40% and the policy will continue to be 40%. Net profits won't be impacted, won't be impacted by '24, '25 or '26. Therefore, we've been clear on our policy, and we will continue to walk the talk. And that's clear for us on what's going on at Vibra. So 40% dividend policy continue and Comerc has no impact, no relative negative impact at all in terms of our profit. So therefore, whatever are the expectations for dividends? What was set by the management is exactly what we will dilute.

And Bruno, you asked about the discount rate for calculating the synergies, we discount with the walk of Comerc.

And can you share what that walk is?

No, no, we don't give that level of details.

Our next question comes from Leonardo Marcondes with Bank of America.

I have actually only one, think about Vibra. What is your view on what should be Vibra's equity story going forward? Should it be more towards value or growth? I mean -- should we think about it more as a dividend story post the deleveraging process of the acquisition? Or should we think that the company will likely continue pursuing organic growth ahead?

Leonardo, thanks for the question. I think our equity story has not changed, I would say, for the last 2, 3 years. Our equity story continue to be to deliver return on capital to our shareholders and continue to be a story which delivers a high yield on dividends, which we've been doing year after year in the last few years. Just as an example, last year, reference to last year, we delivered the second highest dividend of our history -- of the history of Vibra. So we will continue to be a high dividend company, delivering -- paying company. But we'll also continue to pursue growth wherever makes sense from a capital allocation, which I continue to emphasize our discipline on that. So wherever makes sense, for us, to also apply capital and for growth, we will consider that as well as we will, as I said before, no passion for assets. So if we have to sell some assets and make -- because it's better from a capital allocation, we'll also do that as well. So I think the company and management is looking to maximize the value for Vibra and for our shareholders.

I believe that next week, we're going to be a little bit more clear for the equity story that you made -- that you questioned us, here guiding the same exactly what Ernesto said, but this optionality of growth are still there. We're not getting to details regarding the core vibe of Vibra, gas stations, fuel distribution. But next week, we can share with you what we believe is going to be the future of Vibra, at least the next 3 to 4 years what we're going to pursue, and growth is there as well.

On the Investor Day.

Yes.

Our next question comes from Gabriel Barra with Citi.

First, congrats on the move here. It was not in the call yesterday, but I have followed the equity story for some time. And it's quite interesting how we are seeing the Vibra changed their strategy. So I have 2 questions here. The first one is with regard to management, right? We have -- I remember that in the past, there is a possibility of having a management with all of the new business and renewable business together under this umbrella, right? So the first thing here is if it's feasible here to think that -- not feasible, but Clarissa could be take this road together with Comerc in the future, putting together maybe Zage, Evolua, and the other business? And maybe another question on that, if you should think here about Comerc in the future as the company platform to grow in this sector, like, for example, natural gas or even any new business in renewables, Comerc should be this platform for this growth. The second one, it's more straightforward here. I remember, yes, you have discussed about the one of the pillars here of the synergies regarding the liability management, right? So I remember that Clarissa mentioned something close to BRL 7 billion in that, that Comerc has today. So I would like to understand more here in terms of how much could the company here -- clear here in terms of this liability management? How much the company could renegotiate in the short term? And what's the level of this interest difference between Vibra and Comerc. So, I want to be clear here in terms of the potential synergies on the financial side of the merge.

Talking first about your first question around the other businesses and Clarissa road, just to be clear, between signing and closing this period now, Andre Dorf will continue as the CEO of the company. Clarissa, of course, will be closer to Comerc and following up on that. We'll be already there, and we'll take over as soon as we close the deal. She will be responsible for renewable energy for Comerc, the vertical of renewable energy within Vibra, which today is called Comerc. So that's the way we structured. Evolua, it's more linked to our day-to-day business. It's much more trading of ethanol. So actually, this is more -- is led by our COO here, Marcelo Braganca, and the other renewables will move into a sale of M&A and partnership management, which will -- which is already moved under Augusto. So we're even rationalizing a little bit our organization here as well. So we see -- but I think, Gabriel, I think that the thing here is clearly that we see from a renewable strategy that energy, renewable energy, it is the most important, the most relevant one in the short term, and we will continue to work through Comerc, which is the company we've chosen for being our future on renewable energy, and we will move forward with that. The other ones are, I would say, important but not as relevant as this one. Natural gas that you mentioned, we'll talk more on the Investor Day. But clearly, that's something that we'll continue to pursue. But I would rather see that more inside the Vibra than Comerc. Comerc is going to be our company for renewable energy and related things like Clarissa mentioned here, batteries or things related to energy will be there, the electricity part of the business. Other like natural gas and others will be more inside Vibra if it happens in the future, although just to reemphasize, natural gas continue to be in our strategy. Regarding synergies...

Regarding the cost of debt, just to make it a little bit more clear, I think you can see the income numbers, most of the debt at least by the time of the IPO, it was public, the bulk of it. But it's roughly the BRL 2 billion to BRL 3 billion, BRL 2.6 billion, BRL 2.5 billion that -- debts that are within a short-term period to be prepaid, either prepaid or renewed. So, based on that, we consider the differences of both cost of capital of Comerc and Vibra. This is roughly between 1 percentage point lower in favor of Vibra. So that's mainly what we did. There are other -- of course, there are longer-term debt in Comerc, some of them not payable market condition or even not -- there are no financial good conditions that would compel us to make that prepayment. So it's a matter of, throughout time, decide what are going to be better for Comerc in terms of liability management. Short term, within that BRL 1.4 billion net present value, 1/3 of that is based on financial synergies that I mentioned that I tried to explain to you now.

Our next question comes from Luiz Carvalho with UBS.

Thanks for hosting the call again. I have basically one question that I would like to stress here, which is more about the -- what's the timing and the strategy, right? So Comerc tried to actually to do the IPO a couple of years ago. And then Vibra came at that point with the strategy in order to acquire a bit more stable business to potentially offset, let's call this energy transition that would affect the fuel distribution business in the long term. And now basically, you conclude to the full transaction, acquiring the full stake. At the same time, Vibra over time became kind of an investment thesis, which had the ability to pay good dividends to investors, right? So my question here is, one, is there any strategy to potentially spin off this company and potentially re-IPO even having Vibra as the controlling shareholder, but potentially opening room for more capital availability to further projects without, I would say, bringing the burden to Vibra's balance sheet. So that's the first one. And about the timing of the transaction, of course, investors and ourselves, we do have the last visibility on the -- on what's cool picture. I mean you haven't discussed good opportunities for the LC 194 in order to actually to -- for the receivables. So what's the reason to -- actually to do this transaction right now and potentially not wait for, I don't know, a couple of quarters in the future while probably you can do the transaction at the same time, potentially keep the dividends at a higher level.

I think starting for the first one on the potential spin-off of Vibra and so on and so forth, Luiz. As I mentioned, we believe that our first job at hand is to conclude the synergies, hopefully exceeds expectations on the synergies growing the business from an asset-light standpoint and generating more value -- generating more EBITDA, more cash flow and better ROIC in the company in the next 12, 18 months. And we believe that we're going to be -- we're quite confident that we can deliver on that in the coming months. Done that. We don't want to give that value that we see for free. That's one of the reasons we anticipated this deal. And given that, I said before, there's no passion. If the best capital allocation for Vibra, it has to bring a strategic or a financial partner, we'll do so and take this capital to allocate somewhere else. If any other are selling some assets of Comerc, if that makes sense, so I think there's no passion really on this front. So we're clear on that. We just don't want to do this right now. We believe that there is opportunities for us to now extract value to make this business be worth more. On your second question, I can start and then they can complement. I think a deal like this, it's very difficult for us to time everything. It's -- yes, and I think -- and you mentioned 194 is regardless. I mean, at the end of the day, I will come back to the point, Comerc doesn't impact, our promise of delivering 40% of dividends. And the time couldn't be better. Of course, because there are other things. We mentioned several. The negotiation is negotiation. It happens when it happens. It was an opportunity in our view to close at a good price, at a good valuation for Vibra to quicker unlock the opportunities for synergies to quicker unlock the spots that we couldn't have ahead of us. And there is one additional point that I didn't mention before. The closer we get to the original contract would make less sense for parts to negotiate. So yes, 2 quarters more. We were like 9 months to 1 year to start in the put, not the call, but the put. So at the end of the day, we'll be so close that would make no sense. So the time I believe was very adequate, was in the right time for this, because -- and whenever comes something else in terms of additional results and profits for Vibra we'll consider always the better return to our shareholders. I don't know, Clarissa will...

We did last year with 192. So something similar should be done with the 194, which we don't have yet. It's very important to say there's no 194 yet. I hope that's going to be set in the future. But, nowadays, there is no 194. And important to remind everyone that it is a different return on the 194, right, [indiscernible] times per mile or the impact is different from 192, et cetera. But anyway, if that happens this year, you're going to be treated broad with the same way that we treat 192, okay? I mean in the past, as we're trying to say here, things regarding dividends remains the same. And one more thing regarding that, what Ernesto said, it's important to remember that it was not a put on January 2026. It was a window between January 2026 and April 2028, 2 years without knowing if that would be exercised or not. That would, of course, hinder our ambitions and other projects that would value for the shareholders and for the company. So, then again, we're going to share next week on the Investor Day.

Okay. No, clear, and makes some sense.

Our next question comes from Rodrigo Almeida with Santander.

I have a couple topics follow-up from my side. I guess I couldn't hear the whole thing, but I just want to go back to synergies first. And I understand you talked about the debt reallocation, let's say, or debt renegotiation. But then on the tax side, I wanted to understand that you mentioned, especially in the presentation, the benefits of integrated operations on tax. So we know that Comerc has a much lower income tax rates than Vibra itself the fuel distribution business. So my question here is, are we going to see some sort of [indiscernible] how does that play? Because for me, it's clear that, that portion about lowering the cost of debt. But at the end of the day, do you get tax synergies from moving around your debt load from one company to the other? If you could just help me understand if that's the way to think about it? The second point, going back to the previous question on equity story that we had. And then I know I'm trying to anticipate some of the next week Investor Day, but I just wanted to get your sense on this. And I've been talking about this for some time now and trying to understand from you about you're a holding company now it seems like, right? Are you going to start giving us more details about your other underlying businesses? Is that the way to think about it?

Thank you, Rodrigo. So talking about the synergy, you're asking about the financial synergies. So the one -- the volume of benefit that we consider here is related only to a spread reduction. So as I wish to mention, out of the BRL 7 billion in debt, we have BRL 2.6 billion that we can refinance or prepay in the first semester of next year. So currently, those lines have an average of cost of CDI plus BRL 2.2 billion getting up to BRL 3.2 billion. So we are going to prepay those debt and refinance. You're right when you say that we should also think about where we should have that leverage, right? If it should stay on Comerc level or if it should go on Vibra level to get the benefit of the tax treatment. So we are taking that into consideration as well, but we did not include that benefit on the numbers.

And on the second question was equity story, right? Yes, on equity story, Rodrigo, I think I mentioned before. So we will continue to be a high dividend yield payer. So 40% with the kind of profits that if you look in the past, you can see what we've been doing. Like I mentioned before, last year, reference to last year was the second highest ever dividend paid by Vibra and will continue to be a high dividend yield payer. And more to come, you see on the August 29th Investor Day, but we believe now we will look also to grow, but always keeping our policy of 40% dividend payment which will -- for sure can be considered a high-yield performance as we look forward. So but again, more to come on the Investor Day next week.

The Q&A session is over. We would like to hand the floor back to Mr. Pousada for the company's final remarks.

Well, thank you. Thank you very much for this call for being here. Like I said before, I think this deal really unlocks value for Comerc, but unlocks value for Vibra and unlock value for our shareholders. We're very confident that the company will continue its way forward into being a high dividend payer as well as now with avenue for growth, the first 12, 18 months at Comerc being really focused on extracting the synergies on growing the business on an asset-light basis, but really this paves the way of the future for Vibra renewable. Also wanted to reinforce our message and that Vibra being, we here walk the talk. And our discipline on capital allocation is crucial. Like I said before, we have no passion for specific assets. We have passion for return on capital. And that's what we will continue to pursue here. So thank you very much, and have a great day.

Thank you.

Vibra's conference is now closed. We thank you for your participation and wish you a nice day.