Good evening, everyone. Welcome to Cosan's conference call. This presentation is being recorded, and it has simultaneous interpretation into English. The deck of slides are available for download at Cosan's IR website. After the presentation is finished, we will begin a Q&A session, and at this time, further instructions will be provided. Before we proceed, we would like to clarify that forward-looking statements made herein are based on the company's beliefs and assumptions, operational and financial targets that are based in beliefs and assumptions of Cosan's leaders, as well as on information currently available to the company. Future considerations are not a guarantee of performance. They involve risks, uncertainties, and assumptions because they refer to future events, and therefore, they rely on circumstances that may or may not occur.
General macroeconomic factors, industry, and other conditions can also cause results, future results to differ materially from those expressed in these forward-looking statements. I would now like to give the floor to Mr. Ricardo Lewin. Mr. Lewin, you have the floor.
Good night, everyone, and thank you for attending this conference call. I'm here today with Luis Henrique Guimarães, CEO of Cosan, Marcelo Martins, Cosan's Chief Strategy Officer, and Leonardo Pontes, CEO of Cosan Investimentos. Our goal is to talk about the announcement that we made today, the acquisition of a significant minority stake in Vale. Before starting my presentation, I would like to stress that over the past 15 years, Cosan has become one of the largest Brazilian groups operating in the natural resources value chain in sectors such as renewable energy, natural gas, and fuel distribution, agriculture, and carbon credits. The operation we have just announced is another step in the company's portfolio diversification journey of operating sectors where Brazil has clear competitive and comparative advantage. Let's go now to slide 3.
Cosan has acquired a minority stake in common shares issued by Vale through a combination of direct share purchase and a derivative structure. Investing in the company aligns with our capital allocation strategy and portfolio diversification. Vale is a unique and irreplicable asset positioned in a sector in which Brazil has a great competitive and comparative advantage with exposure to strong currencies. For this operation, we designed a financial structure that limits financial risks and allows optionality, protecting our shareholders. In addition to what I have already mentioned, Vale is also an asset that is aligned with our ESG values. In this regard, we can highlight the energy transition and decarbonization process. Now moving to slide number four. With this minority stake in Vale, Cosan intends to become a relevant shareholder in the company and contribute to value creation with the current shareholders and management.
Vale is a unique and irreplicable global asset, which has big competitive and comparative advantage in a sector that's fundamental for Brazil and for the world, with exposure to strong currencies, in addition to being strategic for the energy transition and decarbonization of the steel chain. This acquisition will bring great value through increased diversification of our portfolio. Moving to slide number 5 to explain in greater detail the transaction structure. One of the most important points to highlight in this transaction is that it has been structured to reduce financial risks and create optionalities for Cosan, a key point in our decision-making process to enter in this transaction
The structure was set up as follows: a 4.9% stake with voting rights in which 1.5% through direct purchase of common shares and 3.5% through a derivative structure which hedges our position in Vale's shares called collar. An additional stake of 1.6% with economic rights only through a second derivative structure that also hedges our position in Vale with that we call four-plus collar. An option to convert the second derivative structure with economic rights into a voting derivative structure after CADE's approval. In the event of the conversion, the company will have a 6.5% stake in Vale's common share, 5% of which will be hedged against the downside of Vale's shares.
The transaction was financed by a combination of long-term, non-recourse lines of credit, which are, first, a collar financing, and second, a bridge loan, which will be refinanced with an equity structure with preferred shares of holding companies that hold shares in Compass and Raízen. Moving to slide 6. As I said previously, Vale is a unique and irreplaceable asset with a strong presence in the natural resources chain and with a relevant global presence. It is the second largest global producer of iron ore, in addition to being a relevant producer of base metals. Continuing on slide number 7. Our entry into Vale comes at a favorable moment for value creation within Cosan's portfolio.
It is an asset whose main products are essential to the economy and relevant to the energy transition. The quality of the iron ore and base metals reserves is essential to make steel making and electrification viable, leading to higher premiums for its products. Speaking again of the financial structure of the transaction on slide 8, we have created a structure with derivatives that allows us to achieve an economic exposure of 6.5% of Vale, while limiting financial risks and providing us with optionality. Detailing a little more about the transaction structure, we acquired 1.5% of common shares, + 3.4% through derivative financial instruments, with downside protection regarding Vale's share price. In addition, we structured a second derivative transaction that give us an additional economic exposure of 1.6% in Vale, also with downside share price protection
The second derivative transaction may be converted into a voting structure after the approval of the transaction by CADE. In summary, we will initially have 4.9% of economic rights and voting capital, +1.6 of economic rights only. After CADE's approval, we have the option to reach to 6.5% of common shares with voting and economic rights. Going to slide number 9. The transaction was structured to guarantee optionality for Cosan and reaffirm our investment thesis on the asset, protecting the interest of our shareholders and limiting losses. In addition to that, the derivatives structure allows the dismantling of the operation through the sale of shares to the financing banks without credit risk for Cosan.
We can also refinance the structure, extending its terms or even pay the collar financing, and doing the derivatives operation and becoming exposed to Vale's share price. We emphasize that it will not be necessary to issue Cosan shares to finance the payment of the collar financing. Moving on to slide number 10. I will give more details on the operation financing. It's important to note here that the long-term credit lines and the non-recourse finance structure maintain Cosan's leverage at an adequate level. The operation will be financed through long-term credit lines, a bridge loan of BRL 8 billion, refinanced by an equity operation, preferred shares of holding companies that own Raízen and Compass shares according to the structure shown on the right side of the slide. The remainder of the operation, approximately BRL 13 billion, is financed through a derivative structure of up to five years.
Moving to slide number 11. Regarding our commitment to maintain leverage at adequate levels, I emphasize that leverage will keep under control, as in a first moment, an increase in gross debt of BRL 8 billion will be offset by the inclusion of shares such as bonds and securities. In a second moment, the asset will be classified as an equity investment with an increase in the net debt offset by an increase in EBITDA via the equity method. The bridge loan will be refinanced by an equity transaction with Raízen and Compass preferred shares with no effect on the company's indebtedness. Cosan already had in the past this kind of structure in which the preferred shareholder is remunerated by the dividends distributed by the company.
The collar financing is a non-recourse transaction with several alternatives for its payment, such as dividends from the companies in Cosan's current portfolio and from Vale, liability management via the domestic and foreign debt markets, and extension of derivative structures, and sale of assets and minority interests of controlled companies in the coming years. We emphasize that it will not be necessary to issue Cosan shares to finance the payment of the collar financing, and this operation does not impact our controlled companies' investment plan at all. Going to slide number 12, I conclude my presentation. We once again highlight the main points of this very important transaction in the journey of diversifying Cosan's portfolio and our capital allocation strategy. This transaction is consistent with our strategy of investing in unique and irreplaceable assets in which Brazil is strategically positioned with competitive and comparative advantage and exposure to strong currencies.
The structure designed for the transaction limits risks, providing optionality and flexibility for Cosan. This is an investment opportunity that increases the diversity of our portfolio. We remain committed to our usual capital discipline while maintaining leverage at adequate levels. Finally, it's aligned with our ESG values. In summary, I reaffirm the optional nature of this investment, which will give us the necessary time to confirm our strategic assumptions. We are confident that the company is ready for this operation. Each of our businesses is properly capitalized and well-positioned to build value. We have a mature portfolio that's delivering consistent results, which give us tranquility to carry out this transaction. Thank you.
Good evening, ladies and gentlemen. Lewin, thank you very much for your presentation. This is Marcelo Martins speaking here. I would like to make a couple of comments before we move into the Q&A session, which I believe is the main part of this conversation. This presentation gives an overview of our strategic vision of investing in Vale and the way we do this. Unfortunately, we had to move forward our material fact announcement. We wanted to do this with tranquility throughout the weekend, but we noticed that there was a possibility of leaking information about this transaction, so we had to move forward this material fact announcement. I would like to give you a backdrop to our discussion in the Q&A session. To us, Vale is a unique asset, a unique company with exceptional assets, extremely well-positioned in its markets.
It has huge consistency in cash generation and a huge opportunity to generate future businesses. We believe that once we've defined Vale as an asset and a company that makes sense for us, we look for a way to create a structure that had some conditions that are quite important to Cosan. The first one is that this investment would not have an impact in the company's financial health. This was a condition that had to be met. We had to find a structure that allowed us to have exposure to the market through the shares, combined with a tool that gives us this optionality so that we reached a share that would make a difference for Cosan. We are talking about 4.9% at first. That can reach 6.5%.
1.6 is still subject to approval from the Administrative Council of Economic Defense or CADE. The way this operation was structured, it will allows us with time, using the assumptions we had for this investment, we will validate the value generation that will be brought to Cosan, and we will convert this this optionality into an effective shareholder participation at Vale. This optionality and our goal is very important so that we feel no impact whatsoever in the investment of our controlled companies, you know, which we are talking about, so that we can execute on our growth plan with the expected levels of return. We don't want to increase our indebtedness level at Cosan, and I'm talking about the immediate moment.
These BRL 8 billion that are being used at first, they will be non-recourse funded with Cosan, and we are going to give you more details about this in the Q&A session. At the end of the day, we don't want there to be any dilution for Cosan shareholders. What do we mean by this? We will not issue Cosan shares to fund this participation in Vale. We had to decide throughout this process and throughout the time we used to make our decision, we had to define what was the percentage that made sense in terms of direct exposure in shares, and what was the percentage that made sense for optionality. When we found a balance, we started executing on the transaction, and we finished this today.
We are doing this material fact at the very moment we finish this transaction as planned. I would like to make it clear, and I know that there are some questions about this. This transaction does not compromise on Cosan's financial health. It will not compromise because if this should be at stake, the transaction will not take place, converting optionality into shares from the company. If you ask me, if through time, we come to the conclusion that this participation, whether this is 1.5% that we have today reaching 6.5%, if it should go back for whatever reason, yes, it can go back. We can go back. It may be that at some point we have a stake between 1.5% and 6.5%, and we might have a stake of 0.
Up to 1.5% we can sell in time if we believe this makes no sense, due to the considerations I've just presented. However, we believe that the entry point to Vale is now. We don't believe we should wait for disinvestment of Cosan's assets in order to invest in Vale, because today the market allows a company with exceptional assets, and it's not priced accordingly when compared to other competitors. This opportunity is happening right now. At some point, we will rotate our portfolio. Maybe we should sell some assets at Cosan to maybe fund the conversion of the optionality into shares or to do a cash reserve to invest in other business that might not be this one. In this call right here, I'm gonna repeat something that I've been saying to Cosan's team.
This is an optionality for Cosan. What is important is to build alternatives that can bring to our shareholders value generation aligned or greater to the one we've reached so far. We have a reputation of being a disciplined player, an investor that adds value because we make sensible decisions about our portfolio, and that doesn't change. Quite the opposite. This just reinforces this background we have. I would like you to understand that unfortunately we cannot have a hundred percent of the factors that cause an impact in this decision right now, and that's the case. There is a benefit which I believe is important to our decision, which is the discipline of rotating our portfolio and our assets. We are doing this for our group when we make this decision. The idea is that Cosan is responsible in the face of shareholders to.
Of reviewing its portfolio in a recurring manner as to generate other investment options. Otherwise we would be limited through time with just keeping the portfolio we've built in the last 14 years. The first investment we made outside the sugar and ethanol business, it took place in December 2008 as a result of Esso Brasileira de Petróleo. From that point on, a lot was questioned about our capacity to manage business we didn't know in depth. We brought people and experts, and we believe in assets that have the potential to generate value through time. Vale reinforces this thesis. It's probably one of the biggest companies we have for our strategy right now. We believe in this potential. We believe in the capacity to align with other Vale shareholders.
We believe that we do have something to add to our partners and the company's governance so that we can reinforce and highlight our support to decisions that will build Vale's future. That's why we're making this decision. With this presentation I want to make clear that this is a rational decision which was made throughout the last months and executed throughout the last few weeks. Based on this assumption, I now would like to begin the Q&A session about this decision and about the execution of this possible investment with Vale. I have here with me Luis Henrique, Leonardo Pontes, and Ricardo Lewin, and we are available for your questions. Lewin, you have the floor, and I'm available to answer any questions. Thank you very much.
Thank you. We will now go to the Q&A session.
Questions can be asked through audio. You can click on the icon Raise Hand. This icon is available at the bottom part of your Zoom screen. Each participant can ask a maximum of two questions. At this point you will receive an alert to open your microphone and you should click on Unmute to ask your question. If you want to send a question in writing you can use the Q&A box, which is also available at the bottom of the Zoom screen, and you can type your question. Please hold while we wait for questions. Our first question comes from Regis Cardoso. Please Mr. Regis, you can open your microphone.
Thank you everyone. Thank you Luis Henrique, Marcelo, Lewin. Thank you for your availability and congratulations on this transaction. I'm sure this is an important step for the company.
Well, I am asking the first question, and I would like to explore two topics. One is, where do you believe is the marginal value generation, looking at Vale? How can Cosan contribute as a shareholder, as a relevant shareholder, but it's still a minority stake, differently from other assets in your portfolio in which you actually have more stake. The second topic, which I believe is really important, is the funding of this transaction, the 6.5%. The funding seems to rely on the portfolio rotation system and generating liquidity through time to fund the transaction without leading into a dilution of Cosan's shareholders and postponing this leveraging. I would like to understand how you define a mature asset. Isn't Vale a mature asset? And what is the way to disinvest? Is it through assets?
Are you gonna carve out part of the OpCos or are you gonna actually sell share in your controlled companies? Thank you very much.
Hello, Regis. Thank you for your question. This is Luis speaking. I will address the first part of your question and Marcelo will address the second topic you mentioned. Regis, I believe it's important to give a couple of steps back through history. Marcelo talked about the Exxon acquisition, and I would like to talk about the Comgás acquisition. As Lewin said, we want to look at places where Brazil has a competitive edge, and also look at companies that have unique assets. When we can go into these companies or assets, as you know, we have built our portfolio of shares as partners in the last few years. It should not be different with Vale.
We would like to be there to contribute with management, with the board, and we would like to help implement, the plans and the leverages we see at the company. Management sees, these two. Our first criteria was to understand whether the asset indeed meets the criteria that Lewin mentioned in his presentation. What's the difference of these assets when we look at Brazil and its competitors? It's a unique asset, and it's appropriately priced, as Marcelo mentioned. We also looked at the leverages. I can give you some examples. There's the performance, the production levers. The company has invested a lot, so very little new investment to be made. I think this is a concern that some people mentioned. People ask, "Do you want to grow Vale a lot?
Do you want to expand?" Well, Vale does not need huge investments to keep on generating a lot of value and results. There's a debate about the base metal business future in the iron ore industry. We wanna be humble about our role, and I'm not gonna mention all levers. Just today, I called all board members and the chair of the board. I wanted to introduce myself, and we were very much welcome. They understand that we have a different profile as an investor and to help in operations. We want to add to this transaction. We want to make sure that the company executives and the board have the necessary resources and alignment to make sure that we can make the right decisions as to use all the opportunities brought by this portfolio and the quality of Vale's assets.
It is a journey of building together, and that's why we created this structure of funding. It allows us to move forward in time as we prove our thesis. We can bring know-how in safety, in operational management, and the know-how of bringing together a group of people around a larger goal in this execution, consistent in time. Just like we did in Esso and Comgás and Raízen. When we entered, when we joined these companies, you also had these questions. You know, where do the levers come from? These were regulated business, so how is this going to generate value? And also looking at pricing revisions.
We proved that working together with partners and with managers, we unlocked many levers that were not looked at in these companies, and we want to replicate the same story of success in this operation together with other shareholders and Vale managers. I give the floor to Marcelo, who's gonna cover the portfolio and the financing and rotation.
Regis, it's just to get into a little bit of the resources so we can actually convert that optionality into a stake. We had a lot of exercises here amongst our partners, which are the heads of the group's businesses. We talked about the type of assets that we consider to be mature enough for it to be a divestment option in the coming years in order for us to have enough cash so we can, you know, cater to that necessity, which is to buy those shares. We have a laundry list of assets, and I'm talking specifically about assets and not stakes in companies. These assets are considered. At the right time, in the right timing, in the right moment, they could be divested to generate this cash.
Apart from that, at some point, we would consider a potential sale of our stake. However, in any way will we compromise our control in the business. This is a secondary option. Again, this is not the first alternative, and for Cosan, this is not an option. Selling our business stake is not a desirable option. Our desirable option is to divest in assets. We have, like I said, a laundry list that is quite feasible as far as those assets. As time goes on, I think we'll have a better picture. It's important to discuss this now, obviously. The fact is, when we got into this business, we had a very complete analysis as far as what we could generate in liquidity. These optionalities could be converted into actual stakes. This is pre-defined, and we have a commitment to make this happen.
With regards to the initial investment, we have BRL 8 billion that had to be raised for us to make this investment. This funding, it happens through a structure that has no resources against Cosan, which is to say that we have a small portion of the dividend flow from Raízen and from Compass in a way that those dividends would be compensating those preferred stocks that would be redeemed in time, so for us to repay those BRL 8 billion. There's no specific deadline because this is a long operation, and we have dividends from those preferred stocks. As those companies start to repay those dividends, the dividends are going to repay the debt, which is a variable schedule. We cannot say this is going to take X time or a Y amount of time. It depends on the dividends that come in.
You might ask, how come the banks trust that this structure is going to work and those dividends are going to be paid? The banks know that Cosan is a holding that is entitled to receive dividends from its controlled companies as those dividends are paid. Again, this does not compromise Cosan's liquidity nor our cash situation. Those resources will be used to repay this loan through time. We are very comfortable with this structure that was created and the way that this resource is going to flow in to the company to make sure that we pay our debts. Obviously, if we feel it makes sense to reduce our stake in time or convert part of the options into shares, we will do that when we feel comfortable that this flow will not impact the company's leverage.
I know the market is concerned about it. We heard a lot of matters that are related to that, but Cosan's management, again, is very comfortable about it. We did a number of analysis. We ran numerous simulations with different scenarios considering the projected cash flow of the company to see how this would impact our leverage level. We're very comfortable with that. By the way, Vale's shares will also be paying dividends. That also has to do with Cosan's interest to continue receiving interest or dividends from Vale. This is in line with the shareholders. We want to receive those dividends.
With regards to the future, as far as the other investments that Vale can make for the company to grow and for it to be appreciated, that will be a discussion that we'll have in the proper forums with our partners, and we'll discuss with the company's management in the proper forums as well for us to run that analysis. The fact is that Cosan does want to receive dividend payments from Vale. Cosan wants to receive dividend payments from its controlled companies, and we count on those dividends to repay our debts. If I failed to answer your question, please let me know. Sure. Good.
Just to follow up to your last comment, Marcelo, would you be able to tell us a little bit about the stake and Cosan's share in Raízen, and maybe a little bit of the accrual cost for that debt, the total cost of the operation, if you may. So, Lewin, I don't know what we can disclose about this.
Getting into it, Regis, well, our stake is really indifferent. What matters is that since this operation is a preferred share operation, in reality, the bank, they have 100% of the preferred stocks and 0% of the common stocks. So in other words, they have no right to vote, and they have a small portion of Raízen's dividends and from Compass dividends. This amount, it'll vary through time.
Regarding the debts, as you know, preferred stock debts, they are cheaper than the market debts. Also when you consider the cost. Actually, let me rephrase that. This is not really a debt. This is an underlying cost. It's an underlying cost on the preferred stocks. Plus you have the cost of the derivative operation, so it's below the CDI rate plus one. It's cheap debt when you compare to the market overall. It's important to say that these are long-term debts as well. In any moment, do we suffer any pressure from short-term debt.
Understood. Thank you, Lewin, Marcelo, Luis. Congratulations on the operation.
Thank you, Regis.
We remind you once again that in order to ask questions via audio, you have to raise your hand on Zoom. If you wanna submit your questions in writing, do so via Q&A.
Next question is from Matheus Enfeldt from UBS. Please, Matheus, you're good to speak.
Good evening, everyone. Thank you for getting my question. Actually, it's just one question that maybe has a few parts to it. I just wanna understand a little bit about this announcement and how it fits with the previous MoU announcement. Which is about, are those excluded investment or complementary investments? You know, does one impact the other, especially considering the CapEx on the mid-term? And considering the potential increase in the Vale stake. Can you please comment on that?
Marcelo, would you take this one?
Yes. I just want to remind some aspects that maybe are not clear to the market. Our getting into this mining operation is after the 100% acquisition of Porto São Luís. The Porto São Luís acquisition was concluded early this year.
It started late last year. We acquired one and then another partner from Porto São Luís. Our terms and our contract remains exactly the same. In other words, our option is to have a contribution with Porto São Luís to the company in a way that this contribution could be converted into an effective stake in the project. The terms remain the same. Again, the contract is intact. We are still 100% owners of the port, and we are making some progress as far as the terms with regards to the potential, the mining potential of the project. At the right time, we are going to make a decision regarding the port's contribution to this project.
That is to say that this project is separate from the Vale operation, and it runs its original course. Just a reminder, our contribution assets on that project or this project is the Porto São Luís. We own the port 100%. Again, just to add on to that, Marcelo, you talked about the optionality play that was put together, and that includes a lot of precedent conditions and a lot of CapEx commitments that have to be established between both parties. Just like Marcelo said very well, these are detached, and they are running in parallel until we actually develop this field.
Is it clear? Yeah, it's clear. Thank you.
Our next question is from Guilherme Palhares from Bank of America. Guilherme apparently has refrained from asking his question, so the next question is from Thiago Duarte from BTG Pactual.
Hello. Good evening, everyone.
Thank you for the opportunity. I want to ask a question and just want to make something clear. My question, and that is to Luis's point, I think he did a nice recap on how the Cosan operations took place as far as Rumo and Comgás. Is there a common denominator regarding Cosan's previous operations and acquisitions in different sectors? Because as far as, in my understanding, Cosan has always sought some level of control or in the shareholders agreement. The company's movements have always been in the direction of making it an active participant and a strategic decision-maker. I want to connect this rationale with today's announcement and the stake that you are taking in Vale. I want to understand first if this rationale, I mean, how applicable is this mindset to the announcement that you are making today?
I would like to know if that share, if that stake of up to 6.5% like you announced, if it's still in line with that, or can we assume that, of course, nothing is factual, but can we consider an increase of that in the future? That's my first question. Just to shed some light on something that is not clear. When you talk about the cost, when you talk about the preferred stocks against Cosan, which is going to take place because of the dividend flow and Raízen. My question is this. What happens if the dividend flow that comes from those subsidiary companies, if it's not up to the task, if it doesn't reach that amount, which is CDI plus one, which is the associated cost to the preferred stocks?
I just wanna think about that extreme to get an understanding on how cost works for Cosan. Lewin, can you clear this up? I can comment on it, and Marcelo can add on to it as well as far as the control influence matter.
Thiago, well, this is an underlying cost of the overall operation. That includes collar financing and preferred stocks. Again, this is an underlying cost of the overall operation. Preferred stocks, the way they work, and by the way, I emphasize what I said on the call, which is that this structure is different from the previous operation we had with preferred stocks. The operation that we had in the past with preferred shares is that the banks had a put against us, and that's why it was a debt. With this structure now, we have a call option against the banks, and the call has a certain amount. As you distribute dividends, the amount of that call option drops until the moment you want to exercise this option. At no moment can the bank exercise the put option against Cosan.
If the companies that are underneath this distribute more dividends than what we foresaw in our forecasts, I correct myself. It will be shortened. If we distribute more dividends than, or less dividends than foreseen, the debt will be elongated or prolonged. With that, the implicit cost of the operation will increase or decrease. This implicit cost I mentioned is based on our forecast of dividend distribution for future years.
Just clarifying something. There is no flow of interest rate payment as a debt instrument. You have an amount that will accrue the delta that Lewin just mentioned, and you have a dividend flow on the other side. As the dividends are paid, you amortize or you pay the amount, and it can be fully paid in X, Y, or Z years, depending on the flow generated within the structure so that you can then pay the amount. Since the banks have preferred shares and there's defined interest in these shares, this interest is being accrued. As the flow is created, you pay this out.
The major advantage of this structure, besides being non-recourse, is that the dividend generation flow will define the average maturity to pay the amount. This time can vary. The banks believe, of course, that since these are very profitable companies, they pay dividends. This is, of course, on interest. The repayment within the flow will take place in a specific time frame. Well, we're talking about different companies with different dividend profiles and different horizons. Marcelo, there's also this track record of what we've done in the past, and it has worked quite well with partner banks. Exactly. Although this is a different structure when it comes to compensation of the investment made, it is similar. Exactly. As to your first question, let me try to cover a couple of points, and I think that Marcelo and Leonardo can help me out.
Well, Tiago, first, in these investments you mentioned, we see two characteristics. One, yes, we were controlling shareholders, and our experience with Raízen brought us a lot of expertise throughout last years. It, you know, we went for an IPO. What we see in recent years, what we've learned is that when you create a high-quality plant aligned with other partners with high quality management that is encouraged to deliver on results, things happen. The sheer size of Vale and of the enterprise that Vale is. This is very different from other initiatives when we think of scale. As Marcelo mentioned in his initial presentation, we wanted to ensure that in the beginning, with the 4.9% we have, an influence based in our competence and based on friendliness.
We want to be friendly because we are looking at the company's best interest, and we want this agenda to evolve. In time, we know of course it takes building trust and leading to results. We hope together with the other shareholders, we hope to take the company to performances that are even above what it has already had. Again, the financial structure, the risk structure, and the full structure takes all of that into account. If in time our capacity of joint construction reaches the point, we believe is possible or if it doesn't happen, as Marcelo said in the beginning, we can then go back and we can return to zero. Of course, this is not our intention. Our intention is to build and to be successful.
We believe that this is possible and that it will happen, but we take into account the optionality. Should this not happen, we can have another good alternative for our initiative. I hope I have answered your question.
Yes. Just one final comment on that. We decided the size of the investment looking at the collar structure. We wanted it to be relevant for us. This has to be a relevant investment for us. We trust that this investment will generate value over time. Other shareholders should also see this as an investment with an aligned profile. We want to be fully aligned with Vale's shareholders. We respect what they do. Some of those are our partners in other businesses as well. We are beginning this new relationship now with these shareholders in this new investment.
We are talking to Vale's management, and this is a transaction we are presenting to the market right now. Our work starts today. We have to introduce ourselves, we have to show our qualities and skills. We want to contribute, and we hope that our contributions that will be sent to the appropriate forum, that they be deemed constructive and they can lead to a positive impact for the company, for the management. We want to support the company's management. We don't want to lead to any kind of rupture. We also want to be well seen by our shareholders as well, so that we can contribute in this shared structure. We believe we can generate value because of our track record, because of the profile of the companies we've invested in the past.
We do believe that Vale is very much aligned to these companies when it comes to the quality of the assets. They all have unique positionings in their specific industries and huge potential to generate value, which is not still reflected in the price of the shares. Based on that, we will propose our contribution in the appropriate instances, and we hope to be successful, to be welcome and acknowledged by the partners, shareholders, and by the company's management.
Thank you very much. It's very clear. Thank you, Tiago. Next question comes from Guilherme Palhares from Bank of America. Guilherme, you have the floor.
Good evening, everyone. Thank you for taking my questions and thank you for this call. I have two questions in terms of the structure of the transaction.
We see that we have SPV 2 and 3 with Raízen and Compass, and I wanted to understand if the amounts are equal between the two companies and also the rationale behind it. These two companies, instead of doing this with Cosan, with Cosan's preferred shares. If you can please clarify whether this is gonna be preferred shares that Cosan has right now, or is it a different structure with preferred shares as well?
Lewin, would you like to take this question?
Well, the answer is yes, but I can give you more detail. We are funded by two banks, Itaú and Bradesco. Each one of them will be based on one of the SPVs. Each one has BRL 4 billion, as we showed you in the deck of slides. From a legal perspective, we could not base the SPV on Cosan's structure.
We have the shareholders, but we cannot have the market, or this structure with Cosan. I wanted to mention something that Marcelo said. In many studies we've conducted, we always foresee dividends distribution through CSAN3. At no point, CSAN3 will stop distributing dividends. We still have a very conservative hedge additional to the dividends we distribute through CSAN3. Did I answer your question?
Yes, you did. Thank you very much.
Guilherme, if I may add, for us, it is important to have the non-recourse structure. This is super important for us. The best way to have this structure is transfer to the banks the unforeseeability of the flow that will serve this debt. Or the amount, I should say. The amount should be served, in that manner.
Since this is assumed by the banks and not by Cosan, this is a structure that makes sense and works better. Also, something relevant I would like to mention is that as these businesses will generate more or less dividends, we will be able to prolong the amount that will be repaid. For us, it is extremely important that the maturity of payment can fluctuate. Otherwise, we lose sight of the fact that this is a transaction that has no impact on Cosan's resources. We know this structure. Of course, it's different from what we've done in the past, but we are very much comfortable with the way this structure is conducted and how this flow works through time, and that's why we went for this alternative.
Perfect. It's clear. Thank you very much.
Our next question comes from Vicente Falanga from Bradesco BBI. Vicente, you have the floor.
Hello, Luis, Marcelo, Leo, Lewin. I have two questions. What are the main triggers from an ore perspective or looking at China if you would dismantle the derivative structure? Is there any threshold for ore prices or China's economic activity? What are you looking at? Are you willing to face a low cycle maybe? Whatever you can mention about this. Also, can you tell us a little bit more about this transaction from an ESG perspective? You've made it clear that Vale has good quality of ore and from an ESG perspective. However, there's still this legacy of the environmental disaster. What is the main message you would give to shareholders that have ESG as a priority so that they keep engaged?
Thank you, Vicente.
I will start answering, and the team will then complete the answer. The trigger is not the price. The price is not the trigger, actually, that will determine what we will do. It is the advancement of this agenda we believe in is important for the company. We believe there are opportunities to unlock value. We are sure that we will engage with the board, and with the management. We will do this in the appropriate instances. We want this to move forward. We want there to be alignment. These are the triggers that will make us feel comfortable that the company is unlocking the opportunities, which will allow to have this alignment with other shareholders and to make sure that the company is going in this direction of prosperity and success we believe in.
It's more looking at a roadmap of relative improvements in different areas of the company, as I said. This will make us feel sure that our stake, which is different from a controlling stake, we will make sure that this is working and that it makes sense then to move forward and evolve into a direct stake. As to your Luis, my apologies.
This is Leonardo. I just wanted to add to your reply. Again, the structure we've designed for this initial moment, it will give us the time and the protection we need from any type of downside. Also because of that, we want to understand all the strategic assumptions that we have included and discussed already. I would like to mention again, Vicente, that this structure has a protection. That's how we start with the protection of the structure.
In the long term, as we said, we will understand if the value levers we see in Vale, and I can mention high quality ore, with a huge demand and a price premium, so that moving away from commodity prices. In the steelworks industry, the accelerated progress. These are the main levers. I believe Luis was going to talk about the operational side, but I just wanted to remind you that this is an additional reason why we decided to go with this protected structure.
Exactly, Leonardo. Speaking of ESG now, we do believe that major initiatives we are taking in our whole portfolio are connected to doing more with less, being more efficient, looking at our energy mix. In Vale's evolution, we see a lot of opportunity.
They're already looking at these opportunities as well, but we believe we can add with our knowledge of biomass, other, sources of energy, gas. We can add to the discussions that the company already has. In our perspective, Vale is key for the planet's energy transition, whether that is decarbonizing the real estate and infrastructure value chain with high quality iron ore, and also in this transition into a different energy mixes, mostly in countries such as China, looking at copper. That's the direction we are looking at. That's what we want to encourage and discuss with shareholders and management so that we can have a company with the lowest carbon footprint in the global market, and we believe Vale can be this company.
We saw this from afar, and we see a very interesting push from the management and the board. Now we will join these efforts, adding to the debate our knowledge on our expertise coming from other industries, and I believe we can contribute to accelerating this process. Yes, Luis, this is a point we have not mentioned yet, but this is extremely relevant, something that makes a lot of difference for us. Vale brings us this, which is exposure to other currencies other than the Brazilian real. We have been looking at alternatives recently, looking at assets that gives us this exposure. Vale is exceptional in that sense. We do understand commodities and volatility. As Leonardo said, this protection takes place because in our collar structure, we have a floor when it comes to the floating of the shares.
We have a cap, and this is the goal of the collar, of course, to provide this range. We have a floor as well. This floor is also an important protection. When we started this debate, we reached this transaction or this structure because the downside protection is extremely relevant for Cosan. Of course, if we want to have an equation that makes sense, we would have to commit on part of the upside, and we are fine with this. Again, this is a risk management situation with this optionality, and we preserve Cosan's financial health. That's why this structure is very much appropriate, and we decided to follow this path. Just a follow-up question.
Are you going to change the floor and the cap at some point, or is this confidential?
Well, this is a strategic information, and we are not gonna let it.
We're not gonna make this public, the floor and the cap. Thank you very much.
This is how we finalize our Q&A session. I would now like to give the floor to Mr. Luis Henrique for his final remarks. Mr. Luis Henrique, you have the floor.
Thanks, everyone. Good evening to all of you. I know it was a lot of information, and I just wanted to say that our team, everyone here in the call in our investor relations team, is available for whatever information you might need for any further questions. We will be available throughout the next few days. I just wanted to mention some key points. First, there is no compromise on the company's plans. We will deliver on the defined plans.
There is no impact on Raízen, on Rumo, on Compass, on Moove, and all the investments we've made in Cosan Investimentos, such as Radar. What is agreed with you and with the market in terms of projects going up into Lucas do Rio Verde, increasing our distribution platform by replicating Comgás model in the distributors. We've acquired international expansion of Moove. This is already decided. We will continue to make this happen. The plan takes that into account. We will not dilute Cosan's shareholders. This is another commitment that we have with you and with the market. My third point is that we will only increase our stake from 1.5%- 4.9%, waiting for the authorities approval, and then maybe reaching 6.5%, as we mentioned, with the optionality. We will only do this if we reach our strategic goals.
If we see that the company and the alignment with the board of management and the shareholders, if we are going in the right direction. If we really do the portfolio rotation with the assets Marcelo mentioned and maybe minority stake as well. Always looking at the health of our balance sheet, acquiring new batches through time with a collar structure. This is also very important to us and we will keep laser focus on this decision. Finally, I wanted to highlight our belief in the quality of this opportunity for our portfolio. There is a recurring question people always ask us. What about focus?
Well, I want to make sure that throughout this journey, we thought of a structure and of resources focused on managing this position with Vale and this interface with Vale, without any impact to our ability to keep on playing with the other levers and the other industries we are part of. It's really important to make it clear that before making this decision, we thought a lot about our focus, about resources, time allocation. Now we have this design and this structure with the right people, you know, balancing these efforts so that we don't lose focus on excellent execution at Raízen, Cosan Investimentos, Raízen. This is a commitment from all our partners, Leonardo, Rita, Beto, Ricardo, Felipe. We will take care of the new asset with the same focus, drive and skill that we've had so far.
This is just the last comment I wanted to make. Once again, we are opening a very important avenue, as Marcelo mentioned, regarding exposure to foreign currency. This is an asset that has huge scale. With our contribution together with the management and other shareholders, we believe we can have huge impact in value generation. Just like we've showed throughout the years when we acquired Exxon and in other strategic moves we did in recent years, always delivering. We are determined. We are confident. Now it's about getting to work. Now the game begins. This is our first presentation to shareholders, and we are in contact with management, so we are very excited. We know there's a lot of work ahead of us, but please count on our capacity to execute and our determination to make this a success.
Thank you very much for your trust. My apologies for going late at night. I know this is a Friday night and we are available for any further questions you might have in the next few days. Thank you very much and have a nice weekend.
Thank you all very much for your participation. If you have any additional questions, we are available at ri@cosan.com. Thank you very much and have a great evening.