Good morning, everyone, and thank you for waiting. Welcome to Vitru's Education Conference Call regarding the investment agreement with Crescera. With us here today, we have Carlos Freitas, Vitru's CFO. This event is being recorded, and all participants will be in a listen-only mode during the company's presentation. After Vitru's remarks, there will be a question-and-answer session. At that time, further instructions will be given. Should any participant need assistance during this call, please press star zero to reach the operator. This event is also being broadcast live via webcast and may be accessed through Vitru's website at https://investors.vitru.com.br, where the presentation is also available. Participants may view the slides in order they wish. The replay will be available shortly after the event is concluded. Those following the presentation via the webcast may pose their questions on our website.
They'll be answered by the IR team after the conference is finished. Before proceeding, let me mention that forward-looking statements are based on the beliefs and assumptions of Vitru's management and on information currently available to the company. They involve risks and uncertainties because they relate to future events and therefore depend on circumstances that may or may not occur. Investors and analysts should understand that macroeconomic conditions, industry conditions, and other factors could also cause results to differ materially from those expressed in such forward-looking statements. Now, I'll turn the conference over to Carlos Freitas. Mr. Carlos, you may begin your presentation.
Thank you, Gloria, and good morning, everyone. Thanks for joining us again. It's a real pleasure to be here with you all to discuss about the transactions we announced last night, especially the capital increase by Crescera Capital. Here with me, I have Maria Karina Gonçalves, the head of our IR department, Raquel Suzaki, Felipe, de Silva, and [audio distortion ] from our investor relations team. As said, a slide presentation for today's webcast, which is available in our IR site at investors.vitru.com.br. I trust you all have this presentation in front of you. Before we begin, I'd like to make note again that as detailed in slide two of this presentation, safe harbor is in place, in fact, for the call.
Now I invite you all to go to page three of the presentation. Here, a snapshot, just as a reminder, we closed in May of this year the deal, the acquisition of UniCesumar, a landmark transaction here in Brazil, for an equity value of BRL 3.15 billion. It was financed at the time, mostly with a debt issuance. We issued debentures local debt here in Brazil for a total amount of almost BRL 2 billion, but we paid cash at closing to the selling shareholders, 63% more or less paid in cash.
Around BRL 550 million financed with the sellers to be paid in May of next year, so one year after closing, and remaining around BRL 600 million paid in shares. As you know, the previous shareholders of UniCesumar are now shareholders of Vitru. Part of the debt financing, the BRL 1.95 billion debenture issuance, part was thought and designed as a bridge to equity. There were two series. The first series for two-year maturity designed as a bridge to equity. There's no, for example, prepayment fee, etc. That always thought to be a bridge to a capital increase. The remaining BRL 1.5 billion with a five-year maturity, a longer series.
Since the closing, we have been working on this pre-defined plan, which was to raise equity, ideally from experienced and education-savvy investors that understand the equity story of Vitru. With that, to accelerate the deleverage. We generate cash. We do grow a lot. Of course, we were already working, as you know, on a plan to accelerate this deleverage process. Now, we signed yesterday, and we're thrilled to announce that we have entered into this binding agreement with Crescera Capital for a BRL 300 million primary investment from Crescera Capital. I think it's also important to highlight that now I'm gonna talk more about Crescera in the next slides.
This is a firm, a private equity firm that have a long track record in education and technology here in Brazil. For example, they invested in the past in several companies from the education sector here in the country, which are differentiated companies and reference players in their respective fields, such as Afya, for example, and Ânima, Alura. Vitru is not only the largest player in this location, but also a reference player and a differentiated player in this space for the education in Brazil. We are very happy to count with them in our shareholder base. Now moving to page four. Here we describe in more details the transaction with Crescera. Before we do so, it's important to highlight that we are announcing here four deals.
First, this BRL 300 million capital increase with Crescera. Second, a rights offering that we will launch in the following weeks, to which our minority shareholder will have the opportunity to subscribe to in the same price agreed with Crescera and with that avoid dilution and more or less maintain their equity stake. Third, the deferral, the postponement of the payment of the sellers financing with the families who were the former shareholders of UniCesumar, the postponement in 12 months. Fourth, the extension for more 12 months of the current lock-up by the former shareholders of UniCesumar. I'm going to give you details in each of the four transactions.
For now, I will focus on slide four, on the details of the deal with Crescera. As I said, it's a BRL 300 million primary capital increase. The number of shares is here. Around 3.6 million new shares to be issued by Vitru at closing. Closing is expected for November. This is a transaction that we have to submit to CADE for approval. But we do believe that it will be a quick process. We hope to close this by November. The investment price agreed was BRL 82.50 for a common share, which is an 11% discount to the 30-day VWAP , the volume weighted price in reais. Why in reais?
Because, as you know, the FX rate and our share price has increased a lot in the last days. FX rate in Brazil increased by around 4% in one week. Our share price increased by almost 15% in one week. In reais our share price increased by more or less 20% in one week. Here we are focusing on the VWAP , especially the VWAP in reais. View up in reais, as of Monday was BRL 93. It's 11% more or less discount to the VWAP . This number will be converted to dollars, before the launch of the rights offering, which by definition must be executed in dollars.
The exact conversion rate and date will be defined in the following days. The Crescera will be part of a lock-up agreement until November 2023, matching the new lock-up with the former shareholder of UniCesumar. They will be entitled to board members. They at first they will have the right to appoint two directors to our board until our 2024 shareholder meeting, which shall happen probably in May 2024. They start with two board members, and then after May or after 2024 AGM, they'll have to appoint board members in function of their shareholding stake. For example, if they have more than 50%, they have two board members.
If they have between 5% and 50%, they have one board member, and less than 5%, no board member. This is the same right that we have today in our bylaws that of Vinci, SPX, and Carlyle shareholders. As I said, there are some CPs for closing, including the constitutional approval, and also the approval of the new articles of association of Vitru. We are going to call an AGM meeting to approve the changes in our articles of association, including the two new board seats for Crescera. On page five, details on the other three transactions. The rights offering. We are structuring and we intend to launch in the following weeks in October a rights offering.
The shareholders will be entitled to subscribe to one new share, that they will receive one certificate with the right to subscribe to one new share for each six shares owned, as of a record date to be defined, also in the following days. For every six shares owned by a given shareholder, the shareholder has the right to buy one new share of Vitru in the same price in dollars of Crescera. This conversion rate of six to one was calculated more or less to avoid dilution of the minority shareholders. Minority shareholders defined here as the free float and the former UniCesumar families.
Because it is already known that the private equity firms, Carlyle, Vinci, and Neuberger Berman , they will not participate. They are private equity firms that are already invested in Vitru for several years. We are now opening the possibility for the minority holders and the families to maintain their current stake at Vitru at the same price offered to Crescera in dollars. Crescera may acquire additional shares if the rights offering amount is below BRL 100 million. For example, let's assume that the rights offering amount is BRL 70 million. Crescera will have the right to buy another BRL 30 million in shares of Vitru. If the rights offering is more than BRL 100 million, Crescera has no right to increase their stake.
We do believe that the rights offering amount shall be between BRL 100 million and BRL 125 million more or less. If every minority shareholder, including families and free float, subscribe, the total number will be around BRL 162 million. But in real life, we do expect this to be slightly smaller. On the right, the agreement with the four families that control the UniCesumar. For the postponement of the seller financing, this was supposed to be paid in May of next year. The cost was IPCA that was agreed at the time of the acquisition. We postponed this payment up to May 2024, repayable. We can prepay before that if we want.
The cost will be changed to CDI plus 3% after May 2023. Until May 2023, it remains IPCA. After that, CDI plus 3%. We do have the possibility to prepay that after May 2023, if, for example, we raise more equity or raise debt at a lower rate. Finally, the extension of the lock-up with the families. We also discussed with the families, and they have a lock-up, which was part of the deal in the acquisition. There was a capital increase, as I said before, it is part of the renegotiation that they are locked up for six months between May 2022 and May 2022.
Sorry, in May 2022 and November 2022. Now, they will have another period of 12 months after November 2022. Up to November 2023, the same lock-up of Crescera. The families will also have the lock-up for more 12 months. Now on page six , some more details about Crescera. Crescera at a glance. They have a nice list of accomplishments in the education sector in Brazil, as I said before. Here on the right, some milestones, transactions. The entry and then the exit with Afya, Ânima, Abril Educação, the entry with Alura two years ago, Passei Direto, and now Vitru for them. They have a nice platform of consumer technology, healthcare and education companies.
It's a very nice player. We are very happy to welcome them to our new family. On page seven, more details about our indebtedness. On the left, the picture as of June 2022, and the pro forma changes with this cap increase, assuming BRL 400 million. Here for simplification, we are assuming BRL 300 million from Crescera and BRL 100 million from minority shareholders. Our net debt was around BRL 2.5 billion in June. With that increase, we will reduce to BRL 2.1 billion. Our short-term debt in June was around BRL 800 million.
It will decrease to BRL 302.216 million pro forma with this capital increase. With this postponement of the self-financing. On the right, the self-financing increasing the part in the long term. This whole package, the capital increase with Crescera, the rights offering respecting high governance standards, the deferral of the payment and lock-up, I think this whole package strengthen the balance sheet of Vitru and puts us in a very nice position. Because at the end, this whole package was also part of our senior share deals to reduce risk. We are in a very volatile environment. Interest rates are quite high, as you know.
This package, including the capital increase from Crescera, will help to strengthen our balance sheet and prepare for more growth in the future. To finish on page eight, here the shareholding structure before and after the transaction. Before the transaction here, we have the stakes of every player. Here when we mention the stakes and the UniCesumar family's stakes, we are already taking into account here all the shares that they have the right to receive. As some of you know, part of the deal with UniCesumar, part of the share component of the deal was retained as guarantee for provisions, possible contingencies, etc. As in any M&A transaction, there are guarantees. Instead of having a guarantee in cash, we have a guarantee in shares.
There are 2 million shares more or less of Vitru that are reserved to be issued, but have not yet been issued. Here for simplicity purpose, we are considering all shares have been issued. Before the deal, we have this shareholder structure. After the deal, assuming BRL 300 million from Crescera, assuming for just for illustration, 84% from the free float and BRL 16 million from the families, we will have the stakes here in the bottom part of the slide. The free float would maintain the 21.5% stake more or less that they have.
The other shareholders will be diluted slightly, and Crescera will have 10% more or less of Vitru if they cannot participate in the rights offering. The other extreme, for example, if nobody participates in the rights offering, nobody meaning no families and no minority shareholders, and Crescera takes BRL 100 million, so they would have 13.7% of Vitru. But here for illustration, we are assuming that the market and families will take the rights offering for an amount of BRL 100 million. To wrap up on page nine, some closing remarks. This is again one more nice transaction of Vitru in the last months and years.
We are bringing to the cap table another experienced shareholder, a reference shareholder, with a nice track record in education and technology sector. We are reinforcing our capital structure, aligned with the plan, aligned with the financing arrangement, the financing plan designed back there in the acquisition of UniCesumar. We are executing a liability management transaction with the deferral of the payment with the former shareholders of UniCesumar. Maintaining high governance standards by providing to the market the opportunity to subscribe in the same price offer to Crescera. That was it from my side. Now I'd like to open for questions.
Thank you. Ladies and gentlemen, we will now begin the question and answer session. If you have a question, please press the star key followed by the one key on your touchtone phone now. If at any time you would like to remove yourself from the questioning queue, please press star two. Our first question comes from Lucas Nagano with Morgan Stanley. Please go ahead.
Good morning, all. We have two questions on our side. The first one is, since the share performed very well during the last weeks, the deal is coming at a large discount, 28%. So how you perceive this, and wouldn't it be a better option to sell the medicals to reduce leverage? The second one is, if you could give us an update on the integration with UniCesumar, if possible, comment both on cost savings and commercial initiatives.
Thanks, Lucas, for your questions. Regarding the price, as I said, we have our share price increased by almost 20% in one week. This is a very volatile environment, and this is a structured transaction. It's not a follow-on transaction that we execute in one day. We are very happy with the terms of the deal. It is an 11% discount to the view up price in reais. It is a matter of risk management as well, in a very volatile environment with high interest rates. It is not a very large cap increase. It's around BRL 400 million.
We do believe that taking this all into consideration, it was a nice deal, especially knowing that Crescera will bring to the table, I guess, a very nice track record in education and also help us and together with our current shareholders, Vinci, SPX, and the other board members, the experience and insight into the market. For medicine, the potential sale of medicine, it is a possibility. This is, I guess, one separate transaction. Here we are bringing to our cap table one experienced shareholder. We are reducing now the debt level.
We are cutting now the risk of the company. We may still sell the medical business in the future. Nothing serious on that now. We can take this step in the future to be analyzed and discussed by the board. I think for now, what we have is the capital increase. Regarding the integration, it is advancing as expected. In fact, even slightly better than expected. We have been working quite hard and it is a top priority for everybody here in the company to advance in a smooth integration. We have some areas of the companies that are fully operational as one single area.
Some other areas are being combined now. For example, in terms of shared service center, the back offices, we are now changing systems to have savings. We have already some savings and margin gains in terms of personnel costs as we announced in June. Things are advancing as expected.
Perfect. Very clear. Thank you.
Thank you, Lucas.
Our next question via webcast comes from Mirela Oliveira with Bank of America.
Hi, everyone. Just a clarification on our side. From what we understood, there's gonna be a dilution from the controlling shareholders. Is that right?
Yes. Hello, Mirela. Yes, that's right. The controlling shareholders will be diluted. The rights offering, if the minority shareholders subscribe, they will be able to maintain their current stake.
Thank you. Our next question comes from Vitor Tomita with Goldman Sachs. Please go ahead.
Hello. Good morning, everyone. Thanks for taking our questions. There are two questions from our side. The first one is a bit of sort of related to the last question as well, which is in the summary of the transaction terms, you did mention that Crescera will be entitled to appoint two directors to the board if it maintains a shareholding of over 15%. But given the terms of the transaction, it seems that they would end up with a shareholding below 15%. Just to clarify that, this means that in order to actually appoint two directors and reach that shareholding over 15%, that would be a scenario in which Crescera acquires further shares from the existing shareholders, either the free float or controlling shareholders.
Just confirm if that is the scenario that's implied by them having more than 15%. Second question from our side. A bit of a follow-up on the M&A discussion and medical programs discussion. Given that you are planning to leverage to some extent as well by generating cash and that a potential sale of medical businesses is in the table. Given this and given the capital increase, what would be the leverage level that you are targeting for the medium term or that you would be more comfortable with on a steady-state basis? Thank you very much.
Okay, Vitor. Starting with the second question. Indeed our steady-state leverage ratio, I mean, it shall fluctuate between two and 2.5 net debt adjusted EBITDA. Today we are above that, and we are delivering. Our target in a steady state is to fluctuate between two and 2.5 net debt adjusted EBITDA. We are going to reach this level with our cash generation, with growth, as we discussed, and we have been, I mean, growing by more than 20% organically year-on-year. We are not on hold. We keep working on that. One possibility can be the sale of the medical business.
Another possibility can be a follow-on once we have more, let's say, appropriate conditions in the market. We keep working on that. For your first question, about the directors. The general rule is that will be reflected in the articles of association of Vitru, which is there already for SPX/Carlyle and Vinci, which is what I described. 15%, you have two board members. Between 5% and 15%, one board member. That's the general rule that will also be applied to Crescera. The exception to that rule is that, between the closing and our shareholder meeting of 2024. Why 2024? Because we define our board, the mandate of the board members started in May of this year, May 2022.
Assuming two years term, May 2024, we have our new AGM to elect the new board members. Between the closing date and let's say May 2024, Crescera, by exception, will have the right to appoint two board members.
Very clear. Thank you very much.
That's clear? Thank you, Vitor.
Ladies and gentlemen, as a reminder, if you would like to pose a question, please press the star key followed by the one key on your touchtone phone now. This concludes today's question-and-answer session. I would like to invite Mr. Carlos Freitas to proceed with his closing statements. Please go ahead, sir.
Thank you all. We remain available to clarify any further questions that you may have. Thank you.
That does conclude Vitru's audio conference for today. Thank you very much for your participation. Have a good day, and thank you for using Chorus Call.