Good afternoon and thank you for standing by. Welcome everyone to Equatorial Energia's conference call to discuss the CELG acquisition. With us today, we have Mr. Augusto Miranda, the company's CEO, Leonardo Lucas, CFO, Cristiano Logrado, Regulations Officer, Tatiana Vasques, IR Superintendent, and Luciane Domingues, new business superintendent. This event is being recorded, and all participants are connected in listen-only mode during the company's remarks. After the presentation, there will be a Q&A session when further instructions will be provided. Should you need assistance during the call, please press star zero to reach an operator. This event is also being broadcast live via webcast and may be followed at www.equatorialenergia.com.br. At the respective URL, you will also find the slide deck. A replay facility of the event will be made available after the event is over.
Those following the presentation by webcast may pose their questions using our website. They will be answered at the end of the conference by our IR team. Before moving on, we'd like to remember that forward-looking statements made during this call concerning the company's business outlook, also financial and operational targets are based on beliefs and assumptions on the part of the company's executive management and also on information currently available. Those forward-looking statements are no guarantee of performance as they involve risks, uncertainties, and assumptions as they refer to future events and therefore depend on circumstances that may or may not materialize. Investors and analysts should have in mind that conditions of the sector, macroeconomic conditions, and other industry factors might impact Equatorial Energia's results and thus lead to results that will differ considerably from those expressed in these forward-looking statements.
I'll now turn the conference over to Mr. Augusto Miranda, who will begin the presentation. Please, Mr. Miranda, you have the floor.
Good afternoon, everyone. It is with great satisfaction that we're here today to discuss and present our newest acquisition in the distribution segment, CELG-D, also known as Enel Goiás. Here with us today, I have Leo, our CFO, M&A and IRO, Cristiano Logrado, our regulations director, Tatiana, our financial strategy and IR superintendent, and Luciane, our new business superintendent. This acquisition is a transformational move for our company, and it becomes an important step in our growth trajectory. With CELG-D, we have expanded our distribution footprint to another Brazilian region, the Midwest, and we are sure that the implementation of our proved and tested management model will bring fruit to all stakeholders, and particularly our new clients.
This way, one of our priorities will be to advance in recovering or re-strengthening the relationship with the government and the community, especially in terms of quality of energy supply, which will allow us to contribute to generate jobs in the region, in addition to delivering quality energy and providing support to the local development in the state of Goiás, which has been above the national average. Lastly, I'd like to emphasize to our investors that we have a strong financial discipline, once again shown through this acquisition, showing our unique look at identifying growth opportunities that allows us to allocate capital with a very attractive return level, such as the one we're about to present. Moving on to slide number two. I start by addressing the main highlights and the rationale behind the acquisition. As mentioned, this acquisition is a transformational movement for the Equatorial Group.
The acquisition of CELG, our seventh distributing company, represents an important step towards our role as a consolidator in the distribution sector. Here, we identified an opportunity which is unique to allocate capital. The purchase of CELG is the type of opportunity that presents a possibility to allocate a significant amount of resources with attractive returns in the long run. This acquisition allows us also to advance towards diversifying and strengthening our portfolio, as it brings a market profile which is complementary to ours and at a state with a high potential to grow. In addition to that, the proximity with the tariff process next year brings us the possibility of expressive growth in EBITDA in 2023.
Another important highlight is that the operation is already funded at 100%, which mitigates risks relative to the transaction in a scenario where there is high macroeconomic volatility and in an election year. CELG would be our least complex asset, adding over 3.3 million to the group, a growth of over 30%. In addition to that, we made the acquisition at the perfect moment. If we consider that transmission assets are already mature and contributing to deleverage the group. Moving on to slide number 3 now, please. Before moving on to the transaction characteristics and of the asset we acquired, I'd like to take the opportunity to highlight this unique look that we at Equatorial have to identify opportunities to generate value.
Throughout our history, we have identified opportunities where few or no one has identified, and our DNA is geared towards a results culture. It allows us to overcome expected returns. This happened in Maranhão, Pará, and has been the case in our more recent acquisitions in Piauí, Alagoas, and Rio Grande do Sul, where the current return exceeds by 6-fold the return initially estimated. The perfect illustration for this track record is the comparison between the EV/RAB multiple perceived by the market at the time of the acquisition, and if the multiple effectively checked. This way, the most clear example is the RTP process, where the EV/RAB multiple after the extraordinary review was half that of the originally perceived multiple.
It's always important to say that this result is only made possible because of the capacity that we have to analyze and identify opportunities based on the experiences that we had in operations in complex environments, and in a detailed manner, with which our methodology has been implemented, always seeking to accelerate the main value-generating fronts. I turn it over now to Leo to talk about the details of the transaction and the characteristics of the asset and its respective opportunities.
Leo. Thank you, Augusto, and good afternoon, everyone. The total amount to be paid for the acquisition will be approximately BRL 1.6 billion, an amount that corresponds to the equity of the operation. For the first time, we are acquiring a distributing company with a positive net equity. In this case, over BRL 5.8 billion.
On the left-hand side, you can see that net debt of the company is made up mainly of debts with related parties, intercompany loans. On March 31st, the base date for the operation, it totaled BRL 5.7 billion. That liability level will be paid to the current controller in up to 12 months after the closing of the operation. It has been 100% contracted. As in other acquisitions done recently, we have as precedent conditions, the regulatory approvals by the CADE and by ANEEL, and also the approval by ANEEL of a plan for the controlled transfers, which will define the parameters for the concession. With that, we will hold approximately 99.96% of the total shares of CELG D.
The remaining capital is currently held by minority shareholders as former employees and current employees of the company. Moving on to the next slide, please. Slide number 5. On slide 5, we have an overall view of the group and the impact brought by the acquisition. CELG-D adds to our portfolio a utility concession with high importance across the main indicators, adding more than 3.3 million new clients. With this, we already have 13 million clients being serviced by our distribution arm, which makes us the third-largest player in the sector in the country. The energy volume distributed grows approximately 45% because of this acquisition. Besides adding an asset base which is growing and whose tariff process will happen as early as next year.
These figures show the relevance of CELG in our portfolio, as we'll see in the next slide. Slide number 6. Here we have an overview of what CELG D is in its current concession area. CELG will be our, the largest asset in our portfolio in number of clients. This concession, the first distributing company in the Midwestern area of the country, consists in an area of 234 cities where 7.2 million people live, and out of which a total of 3.3 million are consuming units. The concession in the city of Goiás was renewed in 2015 and will extend through October 2045, under a new contract model, which contributes to the extension of the average term of operation in the sector. Here, the next tariff review will happen next year in 2023.
On the left-hand side, in the bottom of the slide, we see that CELG-D has an operation which is made up of over 225,000 kilometers of network and 362 substations. In addition to meters, poles, and other structures represented in the intangible assets and financial assets of the concession. In June, as of June 2022, the assets that will be taken over with the concession, CELG-D had in its balance sheet about BRL 7.4 billion, if you consider the entries for fixed assets, intangible assets and indemnifiable assets, net of the premium adjusted by CELG. As for the profile of the area, it's worth mentioning the high purchasing power of the consumer population measured by the average family income and the high residential ticket in the area when compared to other distribution companies in the group.
In the region where the main economic engine is agribusiness. On the right-hand side, we have a comparison between CELG-D and the remaining assets of our portfolio. Next slide, please. Slide number seven. Here we see the market structure for CELG-D and of the local economy. CELG-D has a consumption matrix which is much more diversified. About 38% of the consumption comes from the residential class, this, the smallest percentage in our portfolio. By the same token, the representativeness of the rural segment and free clients are the largest across our distributing companies. I'd like to call your attention to another point. On the right-hand side of the slide, where we show the strength and the resilience of the economy in the state of Goiás. The state that for the past ten years has grown consistently above the national average, driven by agribusiness.
Along these lines, we'll try to align our planning to the public planning in such a way to ensure that the distribution operation can evolve, go forward, ensuring that demands with pent-up demands are serviced, creating an environment that lends itself to market growth in that state. With this move, we'll increase the exposure of the group in a region with high economic growth potential. On the next slide, we'll be touching upon the challenge in terms of quality for the operation. Moving on to slide number eight, please. We have an overall view of the quality of energy supply, which has been an important point of attention. Even though investments have been made and the historic evolution of this indicator shows those efforts, the SAIDI in the Goiás state remains at levels considerably higher than those of the regulatory parameters here.
The challenge, even though pulverized, is more intense in the agricultural areas and in the countryside of the state. The evolution of quality indicators will be reached through investments in the network and also through process improvements using our experience in other areas of higher complexity, so that we can reach better results. Making a comparison with our operations in the state of Pará, when we took over, the SAIDI level was above 100 hours, almost three times as high as the limit. In less than four years of our management, and with the necessary actions, the indicator fell within regulatory limits.
The way we do that is by aligning our investment plan to strategic plan of the state and in close dialogue with public agents, so that the quality of the energy supply is not a bottleneck for regional development, so that it becomes a catalyst to development. It's worth mentioning that improving quality in service to our clients is part of our commitment. In the next slides, we'll go into detail about the main opportunities brought about by this acquisition. The first opportunity to generate value that's on the slide number 10, is to increase the asset base for the next tariff review cycle, which will start next year, 2023. The last CELG review, the companies had an asset base of BRL 3 billion recognized.
The current cycle over BRL 4-5.5 billion have been invested in accounting value, which brings us a rich opportunity to recognize those investments. It's important to remember that the shielded base will be updated by inflation in the five years of the cycle. In addition to that, incremental investments will go through an assessment process to reflect the new replacement value. It's worth mentioning that the commodity dynamics has impacted the assessment process of new assets, resulting in a new replacement value, which is above that of those recorded in the accounting books. In the last review process, the ratio new value and accounting value was close to 130%. To maximize the results of the tariff process for CELG, we'll use the expertise of our team in asset base, minimizing the risk of denial.
In this sense, it's worth mentioning that there were no denials in the most recent tariff processes for the group. As a result of this process, this will be reflected in a repositioning of the EBITDA and the tariff and whose CapEx will have been executed mainly under the previous management, which will allow us to accelerate value generation in Goiás. Next slide, please. Slide number 11. Here on slide 11, we have a comparison between the tariff processes in the Rio Grande do Sul and Goiás. The best way to illustrate our ability to add value in a tariff process is by looking at our track record. We have the tariff review for CEEE-D, which happened last year.
There in Rio Grande do Sul, the scenario was quite challenging. We acquired the asset two months before the cutoff date, which was May 2021, and we started the management only in mid-July of that year. In other words, after that date. We managed to delay the delivery date of the report of the base, which allowed us to adapt the process to the best practices that we have in the group and reach a robust set of results. Recognizing a base which was almost 40% above that expected by the market. In Rio Grande do Sul, the challenging timeline did not stop us from significantly contributing with the results for the process.
We expect in Goiás that the schedule, as it is much more favorable, will also allow us to do a great job based on the diligent process by which we are well known. It's also worth mentioning that historically speaking, we have accelerated investments in new concessions, especially in programs to improve quality and to monitor the growth of the market. We can observe this in our more recent acquisitions here. It won't be any different. We continue to invest in the first cycle to reach not only improvement objectives, but also allowing for progress in terms of quality supply, and above all, to support the strong growth that we witness now in the state of Goiás. Now going to slide number 12, please. Here on slide 12, the generation value is driven by PMSO.
The value of PMSO consumer ratio is close to 196% a year. Way above our more mature concessions. In other words, excluding operations in Rio Grande do Sul and Amapá, which were acquired last year, and which are still in the early stages of its turnaround processes. As for the more recent acquisitions, it was possible to show that the company is well structured to accelerate its integration processes of new acquired companies with corporate areas that analyze processes from a transversal way, which allows us to execute very efficiently in parallel, and that each new asset brings learnings and evolution to our model. The current PMSO per consumer level, in comparison to our portfolio, shows that there are efficiencies to be captured in the concession that will be less complex or the least complex in our portfolio.
Now moving on to slide 13, please. Moving on with opportunities to generate value. Here we have an overall view of contingencies and other assets. In total, BRL 1.7 billion in contingencies, including legal liabilities, welfare liabilities, and other obligations with the installment payments of Itaipu and FUNAC. The latter treated separately under the transaction structure. I'd like to call your attention to the payments to Itaipu, which unlike the scenario that we had in Rio Grande do Sul, which was a very expensive debt pegged to US dollar. Here we're talking about BRL with a 3-year term under Selic rates. Selic brings tax loss, which generates a future opportunity to explore those credits today to the tune of BRL 1.1 billion from the moment when the company starts turning a profit. A very interesting opportunity.
We could offset 30% of taxes payable with those losses. In addition to that, regulatory assets today total over BRL 270 million, and we'll use our well-known expertise to ensure the best possible use of those assets and contingencies. Our legal team, which assessed this liability, is the same team which is responsible for assessing all opportunities in our previous acquisitions since Equatorial Pará. We're talking about a litigation which is somewhat similar to the ones identified in previous situations, and our team has been successful in managing litigation. Because of the institutional proximity with current state authorities, which is one of the characteristics of our management model. Moving on to slide number 14, please. We'll now talk about the funding of the operation. Here, the main message is the following: the funding is 100% guaranteed.
In total, BRL 1.6 billion in equity, which will be paid with our own cash, which closed Q2 2022 with over BRL 10 billion in cash. A relevant portion is to adapt loans with related parties, intercompany loans. CELG has now over BRL 5.7 billion intercompany loans. To address that liability, we have a credit line which has been contracted of up to BRL 7 billion with predefined conditions and without market flags. In the context of the contract, the term to conclude payment of this liability is up to 12 months after the closing of the operation. For comparison purposes, we show the leverage of the group after acquisition, adjusting that net debt position in Q2 2022.
As we combine the current net debt with regulatory assets, the use of our own cash to pay the equity and the contribution of EBITDA for the last 12 months, the leverage would go to 3.7 times as measured by the Net Debt/EBITDA ratio. In other words, way below the 4.5 times limit, as per the company's covenants. This calculation takes into account EBITDA for the last 12 months, including for the most recently acquired assets as contemplated in the methodology for the covenant. It's also worth mentioning that the fit of this asset comes at a perfect time for the company's balance sheet. Since the company is currently in a deleveraging moment, except for the Echoenergia pipeline, a consequence of the maturation of investments in transmission and of the growing contribution of assets in turnaround for distribution.
I now turn the floor back over to Augusto Miranda for his final remarks. Over to you.
Thank you, Leo. Our history in all acquisitions was guided by serious, dedicated work by people who are committed to making things happen. We are recognized for delivering good results, balancing our commitment with the different stakeholders. Here in Goiás, it won't be any different. We take the opportunity of a unique chance, which will be transformation for Equatorial Group as numbers have shown. With this acquisition, we have diversified our operation in distribution and strengthened our portfolio. We're talking about over 3.3 million clients that will place us as the third-largest player in distribution in the country, and more importantly, through a transaction which has 100% full funding guaranteed as shown.
To our investors, once again, we show our commitment with creating value from growth and always guided by financial discipline, seeking an efficient capital allocation for which we are well-known. The acquisition of CELG has a high potential to generate value, and it is perhaps one of the best moves in acquisition we have ever executed. For this, for the government of the state, society, and consumers, we believe that the company has a role to play in helping develop the region, leading massive investments with the objective of going forward in quality and reliability in the service. This way will ensure satisfaction and benefit society as a whole. We'll operate along with the state government to build a strong relationship, and also with the current incumbent authorities and the community by improving the quality of the services.
We hope this way to gain the satisfaction from clients as we offer quality services to all population in the state. I'd like to talk to our newly arrived employees. Throughout the negotiation process, we were surprised positively with the quality of the iconic technical staff of CELG, and we count on you to face the challenges that lie ahead to support the strong growth in the state. As a group, we have values that have allowed us to reach consistent results throughout our history, which was only made possible through the hard work of our people. With a focus on people and emphasis on meritocracy, we have the basis to be consistently recognized as among the best companies to work for. This way, we count on you to face this challenge and transform CELG into a company with the quality that the population of the state deserves.
I now turn the floor back over for the operator for the Q&A session.
Thank you. We'll now start the Q&A session. If you have a question, please press star one. If at any moment your question is answered, press star two to remove your question from the queue. Questions will be answered in a first-come, first-served basis. Please remove your phone off the hook as you ask the questions. This way, an optimum sound quality will be achieved. Please stand by as we poll for questions. First question comes from André Sampaio from Santander. Please, Mr. Sampaio, you may carry on.
Good afternoon. I have a couple of questions. Number one, I'd like to hear from you if you understand that the purchase of this asset will mean that we may have additional opportunities in terms of NL. Have you discussed other possibilities about other assets?
That's the first question. Number two, I'd like you to comment on the funding strategy. What's the funding cost, could we be looking for, in terms of debt replacement? Thank you. Thank you for your question or questions. In terms of new assets, we do not really like to talk about that. We do not usually talk about other assets. Okay? About the funding, we are going through our silent period, so we couldn't really touch upon that at this moment. Thank you.
Thank you. Once again, to ask a question, press star one. Please, stand by as we poll for questions. Next question comes from Carolina Carneiro from Credit Suisse. Please, Ms. Carneiro, you may carry on.
Good afternoon. My first question is the following: if you could please talk about the earn-out conditions.
If you could give us some color on the potential variables affecting the earn-out. Number two, about the timing to finalize the transaction. I would imagine you'd have to provide more documents or adaptation plan for the targets with ANEEL, and ANEEL has a deadline to provide their responses. What are expectations around the timeline for the final conclusion of the transaction? If you could help us on that, I'd appreciate it. This would help us understand when that asset will be effectively incorporated into your balance sheet.
Thank you. Leo, over to you, please.
Thank you, Carolina, for your question. About the conclusion of the operation, we have ANEEL involved, as you know, with the plan of control transfer, the CADE. I think the main point here would be on ANEEL's side in terms of timing.
We expect to have that solved by the end of the year. It's early to say. We'll be monitoring that, and the idea is to be able to accelerate as we can. In terms of funding, as Augusto said, we are now going through a silent period, so unfortunately, we cannot give any more or any further detail, except that we have up to BRL 7 billion, which are guaranteed, and there's no market flags. In terms of the earn-out, your second question, the earn-out is based on a few contingencies, credits or debts, which will be assessed, and depending on their performance, we may or may not have an earn-out. Okay. Thank you. If I could ask a third question, if you could talk about FUNAC.
We know that the government's position, the government in Goiás, the current administration in Goiás, they are not recognizing what needed to be transferred. My question is about the company's strategy, if any, to try and unlock that amount. If there's any negotiation, along with incorporating that asset into the flow. Is this a negotiation with the government, and how is that unfolding? What are the possible alternatives around FUNAC?
Thank you, Caro, for the second question. It's worth mentioning that when that same asset was put up for sale previously, we did the due diligence process and all the assessments, and since then, we've been in contact with the FUNAC mechanism, so that's something we are familiar with. At the time, that was one of the reasons that prevented us from going forward. Since then, a lot of time has gone by.
We acquired a larger understanding of the situation, of the whole process. We do have a different assessment now, but if we provide more details, we might be hindering the success of the process. I can tell you that we do have a good strategy in place. We've known the asset and the situation for a long time.
Okay. Thank you.
Next question from the webcast by Antonio Junqueira from Citi.
In the recent past, the group's growth was costly as you lost talent to the acquired assets. What's the plan for scale going forward? During the due diligence of the company, did you find any reason to reclassify contingencies, both possible and remote? Is there a reason to believe in a relevant change in CapEx for the new cycle?
Thank you. Junqueira, thank you for your question. I usually say when I talk to the market that when we only had Maranhão, and then we went to Maranhão, we doubled our footprint. It's difficult overall. We need to say that we have been organizing our corporate structure since then. We grew from one to two to three to four, have been doubling size, and have been expanding the structure. Today we have a more robust platform. What we did in Piauí, for example, if you look at Alagoas, we did things even at a faster rate. The company we acquired in 2018 Piauí, in less than three years, we are already paying out dividends. The same thing happened in Alagoas with even better quality. The model that we have is very efficient.
It, of course, it's a learning curve. Of course, also in Rio Grande do Sul, we can see the speed of the pace that we move forward. Also Junqueira, important to note is that we have no prejudice. We have good people in both concessions. We've met talented people in Alagoas, Amapá, Rio Grande do Sul, and those people, when they come to Equatorial, a different environment, an environment where we acknowledge people's talent, we acknowledge people's merit, we are able to align the different interests. Those people think as if they were owners of the company. That, of course, explains the consistency and the speed of our improvements. Here in Goiás, it won't be any different.
As I said initially, we were positively surprised with the technical quality of the Goiás team, and it's great to be able to count on those people. As they meet our culture, our learnings, I am sure, Junqueira, that it'll be a win-win situation, and Goiás is destined to be successful. As for the contingency,
Leo, please over to you. Thank you, Junqueira.
About contingencies, we always assess the situation in detail, and we work with different scenarios. We try to keep our feet on the ground, and at the same time, we try to survey different problems and risks. Oftentimes we are able to perform well between the base scenario and the optimistic one. Of course, those numbers are estimates.
It's only normal that as you revisit the process, you may have some readjustments here or there, but we are quite confident at this point that we'll be able to replicate what we've done before. Because we're talking about a distribution asset, and the contingencies are very similar to what we've done before.
Next question from webcast, from Pedro Manfredini at Goldman Sachs.
Good afternoon, and thank you for taking my question. I have three questions. Number one, does the deal have an earn-out? If so, can you comment on the conditions? Number two, was there a previous discussion with Enel for quality indicators adaptation, or will this happen after the closing? Number three, do you already know who will lead the CELG-D operation?
Pedro
yes.
Well, people is an essential part of this process, when you have a turnaround, have a change.
The other questions have been answered, so I'll focus on the last question about who will manage the company. We have a model at Equatorial. We map out our people, we discuss with people, and if the people are really into the program, something is clear. We work a lot. We are committed. We have this owner spirit, and we like to have people with that profile. As an example, we have people who came from Piauí, from Pará, people from Rio Grande do Sul operating in Amapá. They're all over the place. We try to use our own talent, and we invest a good portion of our time in people, trying to find the right fit.
Based on what I've seen, we have a very competent person in our radar. Those people need to buy into the project, as we say. They're willing to come and dream with us and help us transform the state of Goiás in terms of quality and quantity of energy to support this sharp growth that the state experiences.
Next question from the webcast, from Alcicley de Cruz Paredes from Selby Bay.
Does the company have plan to maintain current employees of CELG D? As I just said in my last answer, we identify people's profile. We have a very close contact with them, and our people management model is very proactive. We are based in meritocracy, in inclusion. This dialogue, this approach we have with people will help us identify those who we want to stay. When we have.
As I said, we have identified good people based on the information we have. We know that there are well-prepared people at CELG D, and if they are willing to go forward with this project with us, they will be welcome to stay in the company. In other words, we always try to maintain, to preserve those jobs. It's not a privilege of one location or another. We have good people across the country, and we always retain the good talents that we come across.
If you have a question, press star one. Please stand by. Our next question comes on the webcast from Carla Araujo of Popola.
When will the company start working in Goiás for good? We have present conditions to start providing services. We have worked with Enel to do that as soon as possible. The initial forecast for December, January.
That's an expectation, an estimate, and we're working for that, and we'll try to anticipate as much as we can.
Once again, to ask a question, press star one. Please stand by. Please stand by as we poll for questions. To ask a question, please press star one. This concludes Equatorial Energia SA's Q&A session. I'd like to turn the floor over back to Mr. Miranda for his final comments. Please, Mr. Miranda, you have the floor.
Well, once again, thank you everyone for participating in our conference call about this recent acquisition. We are quite optimistic and excited with this acquisition. I think this is characteristic of our work, the way we face challenges, the way we go for it to address challenges. That's in our DNA as well.
I'd like to reinforce that all those assets were there, and we were the ones who identify their value. For this one in particular, we are quite excited. When you combine the state of Goiás growing exponentially. That's a state that has been growing above average for the past 10 years, way above average of the country. We will certainly support that growth by providing quality energy to the local society. With this team, I'd like to once again talk to my employees who will be part of this journey, who will help us take this forward. Thank you all. We are quite happy, satisfied. With each acquisition, we bring along expertise. That's why we have been turning around increasingly faster. In this case, combining lessons learned, potential and so on, we will once again repeat the success story.
Thank you again, and we remain at your disposal. Thank you. Equatorial Energia SA's teleaudio conference is now over. Thank you all for participating, and have a nice day, everyone.