Asset Swap - Enersul and Rede Lajeado

Transcription

1 Asset Swap - Enersul and Rede Lajeado 1

2 Disclaimer This presentation may include forward-looking statements of future events or results according to regulations of the Brazilian and international securities and exchange commissions. These statements are based on certain assumptions and analysis by the company that reflect its experience, the economic environment and future market conditions and expected events, many of which are beyond the control of the company. Important factors that may lead to significant differences between the actual results and the statements of expectations about future events or results include the company s business strategy, Brazilian and international economic conditions, technology, financial strategy, public service industry developments, hydrological conditions, financial market conditions, uncertainty of the results of future operations, plans, objectives, expectations and intentions, among others. Considering these factors, the actual results of the company may be significantly different from those shown or implicit in the statement of expectations about future events or results. The information and opinions contained in this presentation should not be understood as a recommendation to potential investors and no investment decision is to be based on the veracity, current events or completeness of this information or these opinions. No advisors to the company or parties related to them or their representatives shall have any responsibility for whatever losses that may result from the use or contents of this presentation. This material includes forward-looking statements subject to risks and uncertainties, which are based on current expectations and projections about future events and trends that may affect the company s business. These statements include projections of economic growth and energy demand and supply, as well as information about the competitive position, the regulatory environment, potential opportunities for growth and other matters. Several factors may adversely affect the estimates and assumptions on which these statements are based. 2

3 Transaction Summary The transaction contemplates an asset swap, with no cash payments Energias do Brasil Grupo Rede Asset Swap Rede Group s stake in the following companies: Rede Lajeado S/A ( Rede Lajeado ) Investco S/A ( Investco ) Transaction Rationale Alignment with Energias do Brasil s strategy More balanced porfolio, with increasing operations in the generation business High strategic interest in the asset Energias do Brasil has been participating in the operations since their begining Allows Energias do Brasil to fully consolidate an asset in which it currently holds a minority stake No construction risk 3

4 Lajeado Consortium Overview Company Overview The hydroelectric power plant Usina Hidrelétrica Luis Eduardo Magalhães ( UHE Lajeado ), located in the Brazilian state of Tocantins, is operated and owned by Investco, having initiated its operations in 2001 Its concession contract has a 35-year maturity (until December 2032) Rede Lajeado, EDP Lajeado, CEB Lajeado and Paulista Lajeado (altogether Lajeados ) commercialize the energy generated by the plant The amount of energy traded is allocated in accordance to each of the Lajeados stake in the voting capital Each of the Lajeados hold independent PPAs with distributors and/or trading companies In the consortium scheme, Investco acts as the operator of UHE Lajeado, being responsible, for example, for operating expenses, interest payment, debt amortization and capex In order to meet its cash requirements, Investco receives a tolling revenue from the Lajeados, based on a contract established in 2001 Such payment is established according to the following formula: (Operating Expenses) + (12% of Net Fixed Assets) Financial Flows in the UHE Lajeado Operation Distributors / Trading Companies Distributors / Trading Companies Distributors / Trading Companies Distributors / Trading Companies Rede Lajeado EDP Lajeado CEB Lajeado Paulista Lajeado (CPFL) Investco PPAs Renting Revenue 4

5 Current Ownership Structure - Rede Lajeado / Investco After closing, ENBR will hold (i) direct stakes of Rede S/A and Rede Power in Rede Lajeado (approx. 47.2%), (ii) approx. 50.9% of Tocantins Energia, and (iii) PN shares representing 2.2% of Investco s total capital Rede S/A Tocantins State Government ON: 49.4% T: 29.6% ON: 100% T: 100% ON: 30.0% T: 49.1% Rede Power Energias do Brasil ON: 100.0% T: 59.9% PN: 100.0% Eletrobrás T: 40.1% ON: 29.4% T: 17.6% ON: 70.0% Tocantins Eletrobrás Energia ON: 21.2% T: 50.9% T: 12.7% EDP Lajeado ON: 27.7% T: 23.4% CEB Lajeado ON: 20,0% ON: 20.0% T: 17.0% Paulista Lajeado ON: 7.0% T: 5.9% Rede Lajeado ON: 45.3% T: 38.9% ON: 0% Outros T: 12.6% ON: 0% T: 2.2% Investco UHE Lajeado Companies involved in the transaction 5

6 Stakes Involved in the Transaction ENBR will hold economic stakes of (i) 45.1% in Rede Lajeado S.A. and (ii) 19.7% in Investco Acquired Stake in Rede Lajeado Acquired Stake in Investco (+) Rede S/A Direct Interest (+) Rede Power Direct Interest (+) Tocantins Energia Direct Interest ¹ Rede Lajeado Direct Interest (x) Economic Interest in Rede Lajeado 29,6% 17,6% 6,5% 38,9% 45,1% (=) Total Interest 53,7% Ownership interest through Rede Lajeado 17,5% Eletrobrás Economic Interest ² Eletrobrás Interest (+) Rede S/A Direct Interest 49,7% 40,1% 2,2% Economic Interest in Rede Lajeado ³ 45,1% Economic Participation in Investco 19,7% ¹ (=) Tocantins Energia's Interest in Rede Lajeado (12.7%) x Rede's stake in Tocantins Energia (50,9%) ² According to Shreholders Agreement ³ (=) 50.3% x 53.7% / 59.9% Note: There is a shareholders agreement in Rede Lajeado which determines the following economic participations on the cash flows available to shareholders: - Eletrobrás: 49.7% - Rede S/A, Rede Power and Tocantins Energia: 50.3% With the exclusion of the Tocantins Government stake, considering only the Rede Group s economic participation, the resulting value is 45.1% 6

7 Ownership Structure - Post-Transaction ENBR starts to consolidate 100% of Rede Lajeado S.A. and Investco Rede Lajeado / Investco Energias do Brasil ON: 70.0% T: 50.9% Tocantins Energia Eletrobrás ON: 100.0% T: 59.9% ON: 78.8% T: 47.2% ON: 21.2% T: 12.7% PN: 100.0% T: 40.1% EDP Lajeado Rede Lajeado CEB Lajeado Paulista Lajeado Other ON: 27.7% T: 23.4% ON: 45.3% T: 38.9% ON: 20.0% T: 17.0% ON: 7.0% T: 5.9% ON: 0% T: 12.6% ON: 0% T: 2.2% Investco UHE Lajeado 7

8 Impact on ENBR s Operations The transaction would increase shre of the generation business in the company s portfolio, in terms of operations and financials EBITDA Breakdown Consolidated Post-Transaction¹ ² Impact on Net Debt , Distribution 61% Generation 39% Distribution 43% Generation 57% ,703 EBITDA: R$1,123 MM EBITDA: R$1,139 MM ENBR's Net Debt Enersul EDP Lajeado (net cash) Lajeado ENBR Pro- Forma Operating Highlights Consolidated Post-Transaction¹ Generation Installed Capacity (MW) 1,043 Firm Energy (average MW) 645 Distribution Distributed Energy (GWh) 25,029 # Clients ('000) 3,207 Generation Installed Capacity (MW) 1,696 Firm Energy (average MW) 1,026 Distribution Distributed Energy (GWh) 21,756 # Clients ('000) 2,497 1 Assuming consolidation of 100% of Investco, Rede Lajeado and EDP Lajeado 2 Assuming Enersul s EBITDA of R$193 MM, excluding extraordinary items 8

9 Investor Relations Phone.: