Ladies and gentlemen, thank you for holding, and welcome to Suzano's investor conference called to discuss the joint venture with Kimberly-Clark. We would like to inform you that all participants will be in a listen-only mode during the presentation that will be addressed by the CEO, Mr. Beto Abreu, CFO, Mr. Marcos Assumpção, and Mr. Luis Bueno, Consumer Goods and Corporate Affairs Executive Vice President. This call will be presented in English with simultaneous translation to Portuguese. To change the audio, you can press the globe icon on the lower right side of your Zoom screen and then choose to enter the Portuguese room. After that, select Mute Original Audio. Before proceeding, please be aware that any forward-looking statements are based on the beliefs and assumptions of Suzano's management and on information currently available to the company and are subject to the completion of the transaction.
They involve risks, uncertainties, and assumptions as they relate to future events and therefore depend on circumstances that may or may not occur in the future. You should understand that general economic conditions, industry conditions, and other operating factors could also affect the information disclosed in this conference call and could cause results to differ materially from those expressed in such forward-looking statements. Now, I will turn the conference over to Mr. Beto Abreu.
Thank you very much for all that are attending here the call. Thank you for being with us today. I will start sharing with you the structure of this joint venture with K-C and also the rationale on the strategy that moves us forward to complete this call. I think the first thing that I would like to make very clear is that since the beginning, we have decided that the only way to do the deal was through a JV, not only a JV, but a JV that we could control. What was behind this was our understanding of the complexity of moving abroad in a deal of this size with so many countries. K-C, together with us, they have been operating these assets in this company for many, many years. They understand very well the value change.
They understand very well the marketing, product development, and also brand management. That was the rationale of bringing Kimberly-Clark with us. The other condition that we have decided to put for ourselves was to have a call, and we have a call after three years of operating together that we can exercise or not without a put. That was the way, that kind of premises that we have decided before sitting at the table to start talking with K-C, which is a partner of Suzano for many, many years already. That was the first thing. The other thing, and this was because we do not underestimate the complexity and the challenge that we have ahead. On the other hand, we see two companies, one of them, which is ourselves, putting a huge competence in terms of operational excellence, in terms of capability to run facilities.
We are talking about 14 countries and 22 facilities. We see a lot of value to add for those assets that we have visited during the last many months. The other thing that we, during the due diligence, realized is that we have assets under very good conditions in terms of safety and in terms of maintenance. This was also something that for us was very important regarding the level of stability and availability that we use to operate assets here in Brazil. The other thing that was important for us once we will control the JV is having the right to appoint the management to make sure that we're going to be able to implement the efficiency gains that we see in the JV as fast as we can.
On the strategic point of view, we see that this is a unique opportunity to grow in the value chain with the level of scale that we understand is important. Also, with complementary expertise when we put those two companies together, complementary competence, also opportunity to move forward and faster on our fiber-to-fiber strategy, considering that we also see a lot of opportunities on that and understanding very well the level of risk. We always say here internally that CapEx and capital allocation is a lot related to risk management.
Considering that we already know very well the partner, we share values, that we had the chance to operate together here in Brazil on a very similar situation, but now on the bigger movement, and also that we're going to be able to work together with them and pay something that we understand in terms of returns at a very fair price, we see all the risk under this kind of transaction being mitigated and reduced. I will move forward now, hand over here to Marcos, to Luis.
Okay.
To Marcos, that will cover the next slide.
Good morning, all. Now explaining a little bit of the strategic rationale for Suzano on this deal. First and most important, it creates value for the company. We're expecting an internal rate of return of more than 15% in this transaction. Second, it brings scale to the company. Together, Suzano and the JV will become the eighth largest tissue player in the world. Most importantly, it's an opportunity for the company to make a case study in terms of fiber-to-fiber implementation. We believe that this new company could stimulate other producers to follow suit the same strategy that we're doing in this asset. Third point, it brings competitiveness. We had the opportunity to do a very detailed industrial due diligence in most of the assets that we are buying.
We found a very similar and standard, good quality of assets, good people running the companies, and very strong brands that could allow us to perform very well in all of these markets. Also, a very important point, we believe that we could add and enhance the operations through additional efficiency gains by replicating very similar strategies that we did when we acquired the asset in Brazil. On that efficiency gains, we are estimating that we could capture around $175 million per year after three years of operations following the closing. The last point, as we always mentioned, maintaining the investment-grade status is a priority to the company.
We had also the opportunity to discuss with the rating agencies, and we believe that they would have a positive view towards this deal as it reduces Suzano's cash flow volatility in the future with a very limited impact on financial leverage. Now, I'd like to pass the word to Luis Bueno.
Thank you, Marcos, and good morning, everyone. This transaction involves a total tissue capacity of 1 million tons and annual revenues of $3.3 billion with the EBITDA of $500 million. We are covering the same two business segments that we covered on the Brazilian deal two years ago, which is the family care and professional. It is exactly the same business segments. This JV will sell to over 70 countries, and we will use 100 distribution centers spread all over those countries. We have done a very detailed visit to almost all the mills in the 14 countries, and we found very well-maintained assets, very good housekeeping, plants equal or better than the assets compared to the Mogi Mill. They have three different technologies: TAD, which is a very premium technology that is not present in Brazil, NTT, and conventional.
We're going to cover all the different technologies that are available nowadays globally. The sales of these regions are going to be very concentrated on Europe, and the top eight countries represent roughly 70% of net sales. Beyond the assets, the JV will also have very premium brands. We're talking about global brands as Kleenex and Scott that will have a license for 30 years, royalty-free for the JV, and also 40 local brands. One of them is very special, which is Andrex, which is more premium in the United Kingdom, just as Neve is with the premiumness of Neve in Brazil. Those local brands will be completely transferred to the JV, and they will be managed with all the rights by the JV.
Over the last two years, we've been working on the efficiency improvements in the Mogi Mill, and we have achieved very substantial benefits in cash cost reduction in around 46% and also production volume increase around 22%. These were obtained over the last two years. When we take part of these improvements and apply to the JV, we see, and it's part, not the total, we see an opportunity to increase efficiency over $175 million annually. This will give us a very good return, as Marcos has already mentioned, of 15.5%. Now I will hand over to Marcos to continue.
Okay. Now talking about how the company, how Suzano will look like following this JV, we believe that this downstream integration will reduce the company's free cash flow volatility and also diversifies our portfolio. In terms of net revenues, pulp will be reduced from close to 80% of our revenues to 60% following the JV. Here we are assuming that we're going to be consolidating 100% of the company's revenues, of the JV's revenues. In terms of EBITDA, the diversification will mean that pulp will represent a bit less than 80% of our total EBITDA following the JV, while the consumer goods business unit will represent nearly 15%, and the paper business unit will continue to represent around 10%. In terms of net revenue by region, what we will see is a change in terms of the most relevant regions for Suzano in terms of sales destination.
Following the JV, Europe and the U.K. will now represent more than 30% of our revenues, and Asia will be representing a bit less than 30%. Also importantly to mention that we have other regions in which we have countries like Israel, South Africa, New Zealand diversifying our revenues even further. Now I'd like to hand over to Beto for his final remarks.
As usual, in this kind of deal, we are expecting a maximum of 12 months to have all the approval from regulatory authorities. We are expecting the closing for mid-2026. Just adding information regarding what Luis just said, that 70% of the net sales is concentrated on eight countries, and also 75% of the EBITDA and cash generation are concentrated in those eight countries. During the period between signing and closing, what do we have to do? It's make sure that we're going to start in one year from now with the right team, with the right people, with a combination of the team that KC has today, also bringing people from Suzano as well that can together with them have the right skills to run this business in the future.
The other thing that I must mention to you is that we must focus now on two main priorities at Suzano. The first one, it's in our competitiveness project with keeping increasing the level of competitiveness of our core business. By the way, this company will be completely, let's say, independent with its own governance based in the Netherlands, which will be the headquarter. We must make sure that the new business will not generate any kind of destruction here in our core business. We must keep focus on running our core business, must keep increasing efficiency, must keep in our journey of increasing competitiveness of this operation here in Brazil. This is one clear priority. The second one, it's of course, make sure that once we have the closing, we're going to be able to extract the value that we are planning as fast as we can.
That is the priority. Regarding M&As, I do not see in the next two, three years any kind of focus on new initiatives. We have to focus on those ones. Of course, this excludes Lenzing that we do know. We do not know what we are going to do yet. We still analyze it, but we have until 2028 to exercise the call that we have over there. We already have operation in the U.S. that we are learning the market, the country, the competitive environment we have in the textile market, Lenzing, which is something that we are going to keep working to analyze the business and take or not a decision in the right moment.
We have now in the tissue this business, and of course, we also have a priority, as I already have mentioned to you in the fluff, where we see a much more organic move than any other moving through M&A. Considering that, we see all the avenues in the value chain cover in terms of initiatives. What we have to do now in the next years is to make sure that we're going to deliver and not look for, let's say, other M&A movements. This is what we are doing right now. This is where we're going to focus our effort from now on. Having said that, thank you very much. I will hand over to the Q&A to make sure that we can cover all the questions that you might have. Thank you.
We will now begin the Q&A section for investors and analysts. If you wish to ask a question, please click on raise hand. If your question has already been answered, you can leave the queue by clicking on put hand down. Our first question comes from Rodolfo Angeli with JP Morgan.
Good morning. Let me just make my questions here. My number one question is, you mentioned that there is a three-year period, and then you'll be able to acquire the 49% that will remain in the hands of KC in the short term. Is there anything around how this will happen? Are there targets? Is there discussion on pricing? Is it the same price? How will that happen in three years' time? My second question is, of course, in an acquisition as important like this, and given how much we've discussed things such as fiber-to-fiber, I wanted to hear a little bit more in detail the strategies to kind of lower cost, what can be applied in the acquired asset to replicate the successful story that we also saw in the acquisition of the assets in Mogi. Those are my two questions.
Thank you very much.
Hi, Rodolfo. Marcos here. Thank you for your question. Regarding our call option, we have the option to acquire the 49% remaining stake at a very similar multiple than what you're paying at the first 51% of the company. So it's a pre-agreed multiple that's already set and very similar to the one that we paid for the initial part of the transaction. Now I'll pass to Luis to answer the second part of your question.
The mills that we visited around the globe, they have exactly the same standard, the same quality of assets, and also the same culture as we had in the Mogi Mill and that we have been working for two years. Many of the operations improvements that we achieved here, which involves procurement, industrial efficiencies, and logistics, we have visited that they can be applied also to the mills that we have around the globe. The idea is to replicate what we have here and what we have been working for two years in Brazil to replicate that around the globe, but also on a more widespread time compared to what we did here in Brazil because of the complexity to do it in several regions.
Our next question comes from Leo Correa with BTG Pactual.
Good morning, everyone. I think you can hear me. Yeah. Yeah. Good morning. Thanks so much for the presentation. A couple of questions here. The first one, Beto, just taking your last, I think the last part of what you were saying, which I think is very important, right? You're basically saying that, and please correct me if I misunderstood, okay? You had a target of M&A, total M&A through 2026 of $3 billion, right? I think there was a series of jitters and noise, some speculation over the past weeks on a deal. Some people were speculating higher numbers. Even last night, Wall Street Journal was talking about a higher deal of $3.5 billion. You guys announced this JV, right, with an initial purchase of $1.7 billion.
From your tone, you're basically stating that given the complexities of everything that's being done with this move, you have a lot on your plate. Further M&A at this point, excluding Lenzing, right? You're basically saying that is highly unlikely. I just wanted to confirm that understanding if that is correct. You're basically minimizing the possibility of additional M&A through 2026. I just wanted to confirm that. Second point, just on the strategy, right? I mean, over the past several months, Suzano was clear in communication that the U.S. was a strategic priority, right? You made some acquisitions of active in the U.S. There were small movements. The U.S. was a preference, right? Which I think probably still is the case. I just wanted to check with you, given this move with Kimberly-Clark, is the next U.S. move, you're adding so many new jurisdictions.
Does the U.S. strategy specifically change? Those are the questions. Thank you.
Leo, thank you for your question. A couple of things. You are almost 100% right. The only thing that I want to clarify is that we did not put the $3 billion as a target. We mentioned this as a limit. Does it mean that we have to invest $3 billion in M&A? That was a kind of limit that we set during our last conference call. That is the first thing. The other thing is that you are completely right when you say that with this acquisition, we already have a lot of things on the plate to address. I would consider as priorities here in Suzano, as I mentioned, the competitiveness journey.
Secondly, making sure that we're going to run, that we're going to digest this move in the right way and extract all the efficiency that we see in this portfolio that we are bringing to our company. We will concentrate, yes, in the next, let's say, two, three years. I think it's a good on those assets. Does it mean that U.S. is not a priority, but we have to make choices? Once this was the deal that we were able to do it under the conditions that we expect to do it, and this includes returns, and this includes the impact in our leverage, as I have been mentioning to you, we're going to have to wait to do any further movements when we talk about M&A. We have to be concentrated on that one at this time.
Our next question comes from Danielle Sasson with Itaú BBA.
Hi, everyone. Thank you so much for taking my questions. My first question is related to the assets that you acquired in 14 countries, or more specifically, if there are any chances that you could sell specific operations even sooner than the three years from which you're going to have you could exercise your call option, right? I mean, if the current portfolio that you acquired is still subject to revisions, maybe one or two specific countries or specific operations could be sold to a third party even before your call option kicks in. Maybe, I'm not sure, I think that was asked before, but I'm not sure if I've missed the answer. Can you quantify a little bit from the 1 million tons of tissue products that Kimberly currently produces, how much of 100% of that is softwood?
I mean, you see a potential 1 million ton fiber-to-fiber substitution happening here. What could that mean if this is successful in your view to Kimberly-Clark's competitors, right? I mean, do you think that this movement could prompt Kimberly-Clark's competitors to do the same? In the end of the day, you're actually going to benefit from a faster fiber-to-fiber substitution in the industry than you were expecting before. Is that part of your thesis here? Thank you so much.
Hi, Danielle. Marcos here. Answering your first question regarding potential asset sales. First and most important, the focus of the company right now is for sure on the closing of the transaction, which would still take close to a year, as Beto mentioned. Following the closing, we will be focusing on integrating all of these assets and trying to extract the efficiency gains that we are also visualizing for the JV. Of course, always in a JV, we could analyze in the future opportunities that add value to both parties. This will be considered only in the future. We are not thinking about that at this moment.
Danielle, following up on the second question, out of the 1 million tons, we have recycled, hardwood, and softwood. We have the three ones, and it varies by country and by region. As we have seen throughout the world, there is a movement, a fiber-to-fiber movement that we see in our clients in all the regions. Here at those plants, it will not be different. We will look at this cautiously.
Thank you.
Our next question comes from Jonathan Brandt with HSBC.
Hey, good morning. Thanks for taking my questions. I wanted to sort of get an understanding of how you're seeing tissue demand in the countries that you just bought the tissue assets in. I guess that's predominantly Europe. It appears to be a slower growth region than others. If we look at sort of K-C's consensus, I was expecting sales to drop at the assets that you just bought. I think they dropped in 2024 as well. I'm just trying to understand the other assets that you bought in Brazil was much higher growth. Does this sort of represent a new challenge for you? Are you depending on growth to reach that 15.5% IRR, or do you think you'll get there mostly from synergies?
I guess my second question, just as it relates to the option, is this option good into perpetuity, or is there an expiration date on it? Thanks, guys.
Okay. Thanks, Jonathan. Let's talk about the tissue market. The biggest market that we have in the globe, the market is 44 million tons. The biggest market is Asia. North America and Europe are roughly the same size. We've seen a growth in Europe and North America around 2.5%. What we are estimating is that the 15.5% return on investment will come from implementing the efficiency in all the operations, but also growing volume as we've seen the market is growing and maintaining market share.
If I can just complement what Luis just said, Jonathan, we are considering in terms of growth the same pace that happened in the market in the last many years. Those are the tissue is a resilient market, and we are not changing any kind of premises here. What we are considering is growing even less than the market in our premises and trying to keep market share at this moment. This is the premise that we are considering.
Jonathan, regarding your second question, the call exercise does not have any expiration date.
Our next question comes from Caio Greiner with UBS.
Good morning, everyone. Thank you. Two quick questions from me. The first one on diversification. I know that you mentioned in the past that there's no actual target for EBITDA or net revenues diversification in Suzano and that the focus is on value creation. But you do talk a lot about diversification. There's a slide on it in the presentation. My question is, thinking about the strategy longer term, does the current breakdown meet your diversification criteria? Should we expect the company to continue pursuing more diversification? Should we see somewhere like a 50% diversification target as feasible as the company's desire? Wanted to hear a little bit more about your longer term beyond those two to three years strategy for diversification.
My second question regarding the geographies, and one of the main pushbacks that we have been getting is on the geographical footprint, maybe because this is the main difference to the acquisition of Kimberly-Clark's assets in Brazil, which was very successful because here in Brazil, this is your backyard. This is a known geography, but other countries, 14 countries, they have different legislations, cultures, which could be challenging. I just wanted to understand what can the company do to overcome these challenges and for investors to be confident that they can use the Kimberly-Clark Brazil track record to estimate how much Suzano can extract value from this acquisition? Thank you very much.
Thank you, Greiner. Let me start with the first one regarding diversification. You are completely right. There is no target in terms of diversification. We are really analyzing opportunity that can generate value and at the right level of returns. I think a good way to see that we do not have a target in terms of diversification is that there are no further opportunities in our pipelines to do any further movement abroad. As I mentioned before, we are very concentrated here now and making this deal happen and focus here also in our core operation. Regarding Marcos, you can take the first question.
The second one on the geographical footprint, I'll say that there are many ways that we will build this transaction in order to mitigate the risks. Okay? The first and most important one is the structure of the JV, right? We're talking about a 51% JV for us, stake in the JV for us, and 49% for the former operator of all of these assets. Second, we know K-C's culture because of what we have done in Brazil. That reduces the integration risk in the future as well. Third, we were conservative on the assumption that we use it in our model for the efficiency gains. We're using less than half of the efficiency gains that we were able to extract from the Brazilian operation in these foreign countries.
Lastly, we also have a very clear and separate structure between Suzano's operations and also the JV's operation. We will have a complete focus, of course, with Suzano having the majority of the board in this new entity in the JV and also having the right to appoint the CEO and CFO of this company. They will be two completely separate companies. This also, in our view, mitigates the risk of implementing those results that we're expecting for this company.
Thank you, Marco. Maybe the final comment is that one very important thing that we consider in this kind of deal, it's understanding carefully the level of the assets. We had the chance to visit 100% of the assets very carefully. We were very pleased regarding what we find in terms of the assets. This is something that we always take into account to understand any kind of CapEx requirement in the future to maintain those assets. This is something else that we must take into account as well to mitigate risk.
Another point regarding this is since the fourth quarter last year, K-C has already created three independent businesses. The business that we are discussing now is already operating as an independent unit since the fourth quarter last year. It will also make it easier and make the transfer easier as we move to the closing.
Thank you, guys.
Our next question comes from Rafael Barcellos with Bradesco BBI.
Hello, good morning. Thanks for taking my questions. My first question is about synergies. I mean, you mentioned $175 million in potential synergies. Could you please provide the breakdown of these synergies? I mean, how much would be fiber-to-fiber? How much is commercial? I do not know. I mean, any further details here in terms of the breakdown of these estimations here could be helpful. My second question is about the structure and the governance of the JV. I mean, what will be the timing and how will be the process of choosing the CEO and CFO of the JV? Other than that, I mean, I wanted to check if you have already decided which Suzano executive will be part of the board of directors of the JV. Lastly, I understand that Suzano can appoint the majority of the board members, can appoint the CEO and CFO.
I wanted to understand which type of special rights Kimberly-Clark has, if any, and of course, whether you have decided any kind of change in terms of public-commercial relationship between Suzano and the JV. Thank you.
Rafael, thank you for. To highlight, the $175 million as we estimated does not include any potential increase in net sales. This is absolutely focused on operational gains for all the operations throughout the world. We have a breakdown on the presentation, and I can give you some examples. The biggest chunk comes from procurement as we see that there is an opportunity to move from global contracts to local sourcing, which can be in certain points a source of cost reduction for many of the contracts. Procurement will be an area that we expect to revise all the contracts and get some of the synergies by having a different strategy as well. The industrial part is also an important one. Here we're going to focus on specific consumption. This is something, one of the core capabilities of Suzano.
Suzano is highly known for its operational and industrial capabilities. By using the Suzano model and applying it to run the mills, we think that we can also improve the operational efficiency of the mills as well. These are two of the examples that we can get from this transaction.
Thank you, Luis. Regarding the governance, I'll say that the best way to answer is that K-C, right, it's the standard minority rights to preserve their investment and cooperation to make the JV a success. We have the right to indicate the CEO and CFO, but we are talking about Suzano also making sure that we're going to have the right people in the whole C level of the company. That is what we are looking to decide between the signing and the closing. Those names are not decided yet.
Okay. Thank you.
Our next question comes from Alfonso Salazar with Scotiabank.
Hello. I have two questions. The first one is regarding the liabilities involved. I just want to confirm if a part of the assets that you mentioned, are there any liabilities in this transaction that we need to consider? The second question is regarding the product. Leo asked a moment ago about the U.S.A. being an attractive market, but I want to dig a little bit deeper into the product preference for Suzano. Clearly, now you're going for tissue assets. What about packaging and to what extent this decision considered the trade war and the uncertainty of future implications of packaging rates because of the trade war? How do you see that unfolding for your strategy in the long term, tissue and packaging as part of your portfolio? Thank you.
Hi, Alfonso. The transaction does not have any material liabilities. Remember that this is a debt-free transaction. We're talking about a $3.4 billion enterprise value. It is also important to mention that we already agreed with our partner to have a target net leverage of the new company of around two times net debt to EBITDA. Considering their 2024 recurring EBITDA of above $500 million, this company could have by the closing a net debt of around $1 billion. If that's the case, the equity would be $2.4 billion. The total disbursement for Suzano in the transaction would be $1.2 billion. Okay? That's a possibility that we also have, and we already kind of agreed with our partner. Okay? That is to be done throughout the closing phase of the transaction.
Hello, Alfonso. Regarding the strategy, when we look for tissue and for packaging, as you mentioned, the tissue, it's a very regional market. We do not see any material impact on the trade flow for tissue since it's very concentrated on regional demand. Besides that, it's a very inelastic product, which the demand does not behave with any correlation, let's say, with the growth of the economy, with the economy growth. That's the first thing, which is not the same for paper and packaging, which, yes, can be affected by any change on the global trade. As I mentioned before, we have this first movement in the U.S. The plan, it's now making sure that we finalize the turnaround that we have in the U.S., keep understanding the market.
Of course, we would like in the future to have the right level of scale, considering that it's a movement in the U.S. At this moment, the focus is to not do any further movement abroad. It's very concentrated. It's concentrated in what we have in the table now.
Our next question comes from Caio Ribeiro with Bank of America.
Great. Thank you for the opportunity. Two questions here from my side. First off, going back to the call option, I just wanted to see if you can clarify what the conditions are to execute that call option before the third-year anniversary of the transaction. Secondly, back on the synergies front, I just wanted to see if you can give some more color on the pace at which you expect to capture those synergies over the coming years until you reach that $175 million level. If there is any CapEx associated that's needed to achieve those synergies. Thank you.
Thanks, Caio, thanks for the question. Regarding the synergies, we are estimating three years to capture the full $175 million in synergies. Regarding CapEx, we do not envision any major CapEx. We are applying the sustained CapEx, the same level that the company has, plus a CapEx for integration of IT systems that we might have in the future. For plants, there will not be any CapEx different from the average that the company has.
Caio, can you repeat the first part of your question, please?
Yeah. It was just on the call option to see if you can clarify what the conditions are to execute that call option before the third-year anniversary of the transaction.
Okay. We are actually focused on the call from year three onwards, right? That is the main condition here that we have. There could be opportunities to exercise the call before that. We will have to discuss with our partner before that happens, okay?
That's clear. Just as a quick follow-up here, what is the normal level of CapEx or CapEx per ton that you estimate for the asset going forward?
The average annual sustained CapEx is $100 million.
Great. Thank you very much for that.
Our next question comes from Eugenia Carvalheiro with Morgan Stanley.
Hi, everyone. Good morning. Thank you for the call. Two questions on my end. I think both were a bit addressed by you, but I think I wanted to get a bit more detailed view on each of them. The first would be on sourcing of the fiber from the current Kimberly-Clark division. Could you give us a bit more detail of the breakdown between softwood and hardwood and how much of that you think you can do the fiber-to-fiber substitution just for us to try to understand a bit more the synergies coming from that end and maybe how much of cost reduction we could see from a better sourcing of fiber on the JV.
The second one, if we go a year back today, you were involved in talks to potentially acquire International Paper, which was a completely different business if we think about the market, which was packaging U.S., so very different from the transaction that you're doing now. I just wanted to try to see with you what changed ever since and what is the new view of the company for such a shift on strategy and how you're seeing potential investments in the U.S. packaging market, for example. Thank you.
Eugenia, thank you for your question. Regarding the sourcing of fiber, it's very sensitive information, and we are not disclosing more details about this.
Yes.
Eugenia, your second question was related to the previous transaction that we analyzed last year. As we have been stating to the market, that was a very specific and opportunistic transaction that we saw at that moment. As we also mentioned, we had a very clear reservation value for that transaction in which we were not able to reach not even close to an agreement on that. It is completely disregarded in our strategy right now. I would like to get that point to reinforce that we also had since the beginning here and reaffirm the reservation value is a very important thing to us. Since the beginning, we were sticking to the amount, to the multiple, and to the price that we would be paying for this asset, okay, on this specific transaction of the JV that we just announced.
Thank you.
Eugenia, maybe also it is important to build on your question and say that this was a deal that was proposed to the board by the management. And IP was exactly the same. What Marcos said was a very specific window, a very specific opportunity that was the rationale behind the approach. This is the way that we operate here in our governance. In this specific case, we were able to succeed in terms of achieving all the premises in terms of value creation and in terms of return and, of course, risk management. I just want to also complement your question with that information. Thank you.
Our next question comes from Yuri Pereira with Santander.
Good morning, guys. Thanks for the call. Do you have any estimate about what was the free cash flow generation from those assets last year? Thank you.
Hi, Yuri. We have a rough estimate here of around $300 million. That considers an EBITDA of a recurring EBITDA of around $525 million, a CapEx, as Luis mentioned, of around $100 million. Then financial expenses, taxes, regular taxes of around 25% on average for the whole structure operation and financial expenses, regular financial expenses. That would get to close to $300 million.
Thanks so much.
Our next question comes from Cole Hathorne with Jefferies.
Morning. Thanks for taking my question. I'd just like to understand how the acquisition of this downstream tissue business might change how you manage your pulp inventories. What are the benefits of being able to manage your pulp inventories going forward with more kind of downstream integration? Does this have any changes on how you are going to run your inventories near-term before this deal completes? Thank you.
Thank you. Thank you for the question. We do not see any change at all in the way that we manage here the pulp business. That will be a completely independent JV with independent governance. We do not see any change at all. Thank you very much.
Our next question comes from Rodolfo Angele with J.P. Morgan.
Hi. Thanks for opening the line for me again. I just wanted to hear from Marcos a little bit more details. Not sure if I got it correctly. So the $3.4 billion is equity and enterprise value. The idea is to lever it up and eventually end up the disbursement being diminished. I suppose then can you comment a little bit more, Marcos? Thanks.
Sure. Hi, Rodolfo. Thank you for your question. Yes. The $3.4 billion is enterprise value with debt-free, right, with zero net debt. We already agreed with K-C that we should have some leverage at the JV to make the company more capital efficient. Considering the company's last-year EBITDA as a reference of around a little bit more than $500 million, the JV could have $1 billion of net debt. This could even occur before the closing. If that's the case, the $3.4 billion EV with $1 billion of net debt would mean $2.4 billion of equity. Our disbursement at the closing would be reduced to $1.2 billion. This is a possibility that is being discussed with our partner.
Okay. Beautiful. Clear. Thank you very much.
The Q&A section is over. We would like to hand the floor back to Mr. Beto Abreu for his final remarks.
Thank you very much, everyone, for attending the call at this moment. Any further question, our IR team is always available to attend any further questions. Thank you very much for all. Bye-bye.
This Suzano's investor conference call is concluded. The investor relations department is available to answer further questions you may have. Thank you and have a good day.