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Teck Resources Limited (TECK)

Q4 2022 Earnings Call· Tue, Feb 21, 2023

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Transcript

Operator

Operator

Ladies and gentlemen, thank you for standing by. Welcome to Teck's Fourth quarter 2022 Earnings Release Conference Call. At this time, all participants are in listen-only mode. Later we will conduct a question-and-answer session. [Operator Instructions] This conference call is being recorded Tuesday, February 21, 2023. I would now like to turn the conference call over to Fraser Phillips, Senior Vice President, Investor Relations and Strategic Analysis. Please, go ahead.

Fraser Phillips

Analyst

Thanks, Ariel. Good morning or good afternoon, everyone. Thanks for joining us for Teck's fourth quarter 2022 conference call. Please note, today's call contains forward-looking statements. Various risks and uncertainties may cause actual results to vary. Teck does not assume the obligation to update any forward-looking statements. Please refer to slide two for the assumptions underlying our forward-looking statements. In addition, we will reference various non-GAAP measures throughout this call. Explanations and reconciliations regarding these measures can be found in our MD&A and the latest press release on our website. Now, we know there's a great deal to digest this morning. We've got four -- issued four press releases which you shouldn't now have. The first on the spin-off of the steelmaking coal business; second, on the sunset for the dual-class share structure; the third on the dividend and share buyback that was announced; and finally, of course, on the Q4 results. In addition, there's a copy of our presentation to go with the releases. If you do not have all five documents, they are available on our website, its www.teck.com/separation. And a long time to discuss the strategic announcements we issued this morning, Jonathan Price, our CEO, will begin today's call with a brief overview of the fourth quarter results. We'll then shift to the focus of the three strategic announcements and the separation of Teck into two independent publicly listed companies, related transactions with our steelmaking coal joint venture partners and major customers Nippon and POSCO and the six-year Sunset for Teck’s Class A shares. We will then conclude today's session with a question-and-answer period. With that, I will turn the call over to Jonathan.

Jonathan Price

Analyst

Thank you, Fraser, and good morning, everyone. Starting on slide five, we are pleased to have achieved several financial records in 2022, including a record $9.6 billion in adjusted EBITDA. This was driven by strong commodity prices, particularly steelmaking coal, which reached new heights during the year. Each of our business units made substantial contributions to our profitability in 2022. In the fourth quarter, the resilience of our teams was demonstrated, as we successfully managed through severe winter conditions and short-term production challenges, specifically in Elkview, Highland Valley Copper and Trail. However, we did fall short of consensus analyst estimates for fourth quarter adjusted EBITDA and EPS. Variance was driven by lower-than-consensus gross profit, which was partly because of the extended maintenance activities that trailed during the quarter, higher than consensus non-operating expenses and the timing of the removal of Fort Hills from analyst model. Importantly, strong profitability enabled us to deliver record cash returns to our shareholders in 2022, including $1.4 billion in share buybacks and $532 million in dividends, while continuing to strengthen our balance sheet through the repayment of $1.3 billion of debt during the year. And we are adding to this, with our announcement that the Board has declared a dividend of $0.625 per share to be paid on March 31. This consists of our base quarterly dividend, of $0.125 per share and a supplemental dividend of $0.50 per share. In addition, the board has authorized up to $250 million share buyback. In total, these returns to shareholders include, a distribution of 40% of the proceeds from the sale of Fort Hills received earlier this month, in accordance with our capital allocation framework. In aggregate, these returns bring total approved returns of over $2.4 billion since the start of 2022. Now looking at Slide 6, we…

Operator

Operator

Certainly. [Operator Instructions] The first question comes from Orest Wowkodaw of Scotiabank. Please go ahead.

Orest Wowkodaw

Analyst

Hi. Good morning, and congratulations on the proposed transaction. I'm wondering, Jonathan, if you can give us some color in terms of some of the options that were being evaluated, and why ultimately the spin-out was the chosen, I guess, avenue to separate the business versus just an outright sale of the coal business?

Jonathan Price

Analyst

Yeah, Orest, thanks very much for your question. This is something that's been under consideration by the Board of Directors at Teck for a number of years now. And we've worked very hard through a range of alternatives to get to this point that we're announcing today. Ultimately, we decided that a separation via a spin-out of steelmaking coal business to Teck shareholders was the optimal means of creating these two great companies, Teck Metals and Elk Valley Resources. It sets both companies under success for Teck Metals of course this allows us to continue to use cash flows from the coal business to fund our unrivaled copper growth portfolio, and continues to go and deliver the copper to the world is going to need for electrification and de-carbonization. In the case of the steelmaking coal business or Elk Valley Resources that will be a world-class stand-alone company, with high margins long-life reserves and producing a product that the world needs for decades to come to produce steel required for the infrastructure for de-carbonization. Ultimately, the creation of these two separate companies, we believe we'll give investors a choice to allocate funds within their portfolios based on their priorities and based on the different strategies and capital allocation framework that these companies will have going forward. So Orest, it's been an extensive process as you would imagine, conducted over an extended period of time, with – to go alternatives on the table. But ultimately, the Board and the management team concluded that this was the optimal way forward.

Orest Wowkodaw

Analyst

Thank you. And as a follow-up on your slide 16 that talks about the illustrative sensitivities to the proceeds, how should we think about the sort of your OpEx and CapEx assumptions moving forward here? Does this assume kind of 2023 guidance levels for both stay flattish moving forward, or does this assume kind of, I guess, revision here to the norm with respect to CapEx and OpEx? I'm just wondering, in terms of backing into the 11-year TCS payment on the base case.

Jonathan Price

Analyst

Yes. I think what you'll see in that Orest and I'll start with referencing the coal price is used there that they reflect the consensus prices over the coming years, and then we make a long-term assumption that of US$ 185 per tonne for hard coking coals. It would be fair to say that operating costs somewhat follow that profile. In the near years, they reflect elevated costs as a result of the inflationary environment that we're working in. And as we've said in our quarterly, we expect elevated costs to retain -- to remain through 2023 and of course, potentially into 2024. But beyond that, we would expect to see some reversion and reduction in unit cost in the steelmaking coal business, which of course, is go to be required if we're going to see the sort of reversion in coal prices that we highlighted in the deck. From a capital expenditure perspective, we do expect elevated levels to remain through the current year and in the near years, in particular as we continue to make heavy investments in water management and water treatment in the coal business. However, beyond that, the investments in water management treatment should decline and we'd expect to see our sustaining capital revert back towards historical long-term levels. So, Orest, that's a long answer I know but we do see some continued elevated unit costs and capital costs in the near years, but we do expect to see something of a reversion in the years beyond that.

Operator

Operator

Our next question comes from Greg Barnes of TD Securities. Please go ahead.

Greg Barnes

Analyst

Yes. Thank you. Jonathan, can you talk about the timelines for all of this to really unwind, and it's seven to 11 years on the TCS and six years on the sunset on the Class A. Was there some reason you push them out that long or is it just maximizing the opportunity?

Jonathan Price

Analyst

So starting with the TCS, Greg. What we've tried to achieve there is getting a balance between continuing to fund the copper growth portfolio for Teck Metals and of course, to realize the full value of the EVR business against the desire to ultimately to separate the two companies, and that's a balance that I think struck well through the timelines here. Of course, as you note ultimately that will be a function of predominantly hard coking coal prices but also the underlying cash flow generation of the EVR business. With respect to the sunset provision of the Class A share, ultimately that would be subject of a negotiation between the majority Class A shareholders and a special committee of Teck’s Board of Directors. We think that the six years sunset provides Teck Metals with good cover to continue to deliver on our unrivaled copper growth pipeline, but ultimately provides a fixed timeline for emerge into a capital government structure.

Greg Barnes

Analyst

And secondarily, both these transactions require votes from shareholders as either one of votes dependent on the other or they go ahead independently of each other?

Jonathan Price

Analyst

Yes. The votes for the separation Greg and for the changes to the A Class share structures are independent of one another.

Greg Barnes

Analyst

So, one will go ahead if the other is not approved?

Jonathan Price

Analyst

That's correct. Yes.

Greg Barnes

Analyst

Okay. Thank you.

Operator

Operator

Our next question comes from Lucas Pipes of B. Riley Securities. Please go ahead.

Lucas Pipes

Analyst

Thank you, very much. Good morning, everyone. My first question is on the capital return profile of Teck Metals. You mentioned discipline. How do you envision balancing capital returns at Teck Metals with the desire to grow that business? Thank you, very much.

Jonathan Price

Analyst

Yes. Thanks for the question, Lucas. And essentially the approach to capital allocation will remain unchanged. At Teck Metals as it has been intact for the last number of years. We will continue to advance our copper growth pipeline and we will continue to invest in the development of those copper projects throughout the Americas. However, we will continue to focus on balancing that investment in growth against strong cash in terms of shareholders, as well as maintaining the foundation of a strong balance sheet. I think that's something we did very well through 2022, where we invested significant capital in QB2 and then bringing that to a to completion, whilst ultimately approving and announcing around $2.4 billion of returns to shareholders through a combination of dividends and buybacks. And also buying back $1.3 billion of our debt to improve the balance sheet transaction that we have. So that will remain unchanged. Just as a reminder, the way the capital allocation framework operates is that the first 30% of available cash flow is automatically returned to shareholders by way of dividends and buybacks. And beyond that, the balance of 70% could also be returned to shareholders or could be allocated to new growth options in the portfolio and that will be the same allocation going forward.

Lucas Pipes

Analyst

That's very helpful. Thank you. And then, a quick follow-up on Nippon Steel and POSCO respectively, well, 10% and 2.5% of both the EVR and TCS gone on to separation. Is that right?

Jonathan Price

Analyst

Yes. That's absolutely correct, Lucas. And look, we couldn't be more excited by the investments that we've had here from Nippon Steel and from POSCO, they are both world-class steelmakers. They have been long-term customers of our business. It's great to continue to have their involvement in the business here. In particular, the $1 billion of cash received from Nippon, I think is such a strong endorsement, both for the quality and valuation of EVR equivalent to an enterprise value of $11.5 billion, but also, the long-term outlook for the steelmaking coal business. So, as I said, we couldn't be happy with the investments that we receive.

Operator

Operator

Our next question comes from Brian MacArthur of Raymond James. Please go ahead.

Brian MacArthur

Analyst

Good morning, and thank you for taking my questions. Can you just tell me what happened in this scenario? I realize, it's a minimum 250 in the coal business and I understand there's a sunset in 2028. But what happens if coal business has a really tough year go down to the 250, so you don't kick out anything for the quarter, then the coal price goes up a lot. Is there a catch-up mechanism to get back that cash flow in the quarter you missed or do you just play, but because you tap out at the low end? Does that make sense to you, if you see what I'm saying?

Jonathan Price

Analyst

Yes. I wasn't quite sure, Brian about the 250 that you were referencing here. But essentially, there wouldn't be a catch-up in the quarter. The cash flows will flow to the TCS to Teck Metal when available -- sorry, you mean the cash balance in the…

Brian MacArthur

Analyst

Yes. The cash balance the 250. So 150, right, and technically for a quarter, I guess, I assume you pay the prep, but you don't pay the royalty. In the next quarter, your cash balance goes up, because the coal price is volatile, do you actually make up that lost payment, I guess, is what my question is, or is it just the time clock keeps moving to 2028 and then what -- or the $7 billion that you either make it or you don't make it?

Jonathan Price

Analyst

Absolutely, you would still operate on the $7 billion of royalty and the $4.4 billion of they would be unchanged. So I guess in the scenario you're taking it would just take slightly longer to recover those cash flows. Once the coal business has recovered, its cash position back could be $250 million. So there's no permanent loss of recovery of cash flows to tech metals it really just extends the duration.

Brian MacArthur

Analyst

Perfect. Thank you. And the second question just to be very clear on the A shares, you're spinning out these new shares in coal. They don't have As or Balance sheet, right? They're just common shares in the new vehicle. So there's no protective right there.

Jonathan Price

Analyst

That's exactly right. It will just be a single class of common shares at EVR.

Brian MacArthur

Analyst

Thank you very much. I’ll get back in line

Jonathan Price

Analyst

Thanks, Brian.

Operator

Operator

Our next question comes from Timna Tanners of Wolfe Research. Please go ahead.

Timna Tanners

Analyst

Hey, good morning everyone. Thanks for the detail. Just trying to process it all still, but I wondered on the coal spin if you could talk a little bit more about, could there be further partners any offtake agreements or is this just purely a stake? Why does Toronto listed. And is there any price embedded in the $11.5 billion or is that simply in the conclusion from the amount that was paid by -- or that will be paid by Nippon Steel?

Jonathan Price

Analyst

Yes. Thanks for the questions, Tim. I mean, it is just a straight spin of the coal business here. We don't have plans for further investment into that business and we don't have plans for further offtake associated with that business. As I said, we're incredibly excited by the investments we have secured from Nippon and POSCO, but nothing in the words beyond that at this point in time. The $11.5 billion enterprise value, of course, reflects the long-term outlook for the business based on typical production operating cost and capital assumptions. And of course, there is an embedded steelmaking coal price in that as well. We think it's an absolutely fair valuation for the business and we were very happy to see Nippon Steel with their $1 billion investment for 9%.

Timna Tanners

Analyst

Okay. Thanks. And just on the last question just wondering if it would be just Toronto listed or why that decision? And the second question was just on QB2. Just to clarify, it sounds like there's really not any update on QB2 from when we heard from you last in terms of aside from the comment on the accounting for costs. Is there anything we're missing or is it exactly the same guidance as before in terms of volumes and cadence?

Jonathan Price

Analyst

Yes. Sorry just -- yes, sorry, I missed your question on the TSX. Yes, EVR will be listed on the TSX. Only there's no magic behind that. That's just where we've elected to have that. It's the Canadian company, and whilst mining company and well on the TSX. With respect to QB2, that's in very good shape. We are in touching distance to this production. And I'm going to hand over to Red Conger briefly who can just give you a slightly more data -- detailed update on status and when that production is expected.

Red Conger

Analyst

Yes, good morning Timna. We're really in an exciting part of the project right now. We're commissioning all of the equipment from the seashore all the way up to the concentrator at elevation. We're really happy with the desalinization plant and how that's running and we're pushing water up the hill now to the concentrator. At the concentrator, we've run all of the motors, the big mills, a lot of those pieces and commissioning require lengthy runs of eight, 12 hours consistently. We've done all of those successfully. There were a couple of items with key conveyor belts where one we're re-splicing it right now we weren't happy with that configuration. And another conveyor where we're doing a little extra work on the tensioning mechanism. So, it's ready to go. We've already crushed rock in the primary crusher and we're -- it's imminent pushing rock through those grinding mills and getting all the rest of the equipment going. So, very, very exciting time for us on the project.

Timna Tanners

Analyst

Okay, great. Thank you.

Operator

Operator

Our next question comes from Emily Chieng of Goldman Sachs. Please go ahead.

Emily Chieng

Analyst

Good morning Jonathan and thanks for taking my question. My first is around the Teck Metals business. It sounds like there's going to be a lot of copper growth there in the portfolio. But how are you thinking about the zinc assets? They at some point become non-core or is there still investment there ahead?

Jonathan Price

Analyst

Hi Emily, thanks very much for that question. No, zinc remains absolutely core to Teck Metals going forward as it is today in the portfolio. What we've said about zinc is we don't expect that to be an area of growth at the same extent that we're focused on copper. But certainly, we'd like to maintain our current levels of production there or thereabouts in Teck Metals going forward. Obviously, we have a large position in which we expect to continue to operate for a long time. As we've said before the current open cut mine comes towards end of life in the early 2030s. And we're working now on the extension beyond that which would involve us going on the ground at is that is something that looks very attractive given the quality of the resources that we have there. And we would fully intend to maintain the trail and refining operations that we have. So, it will remain very much a core business for us. It's a very strong cash-generative business for us. Give or take you to about $1 billion of EBITDA a year and don't consume a great dealer capital. So, it's a solid contributor to the group and will continue to be a core part of Teck Metals going forward.

Emily Chieng

Analyst

Great. That makes sense. And a follow-up is just around the dual class share structure collapse discussion there. During the sunset period, does this mean -- what does this mean for the voting rights of the Class A shareholders? Does this essentially preclude Teck from any M&A during this period?

Jonathan Price

Analyst

So, there will be no change to the voting rights until we ended the six-year period. So, as is today.

Emily Chieng

Analyst

Great, very clear. Thank you.

Operator

Operator

Our next question comes from Lawson Winder of Bank of America. Please go ahead.

Lawson Winder

Analyst

Hi. Good morning, Jonathan and team. Thanks for the update and congratulations on an interesting transaction. I wanted to get your thoughts on the way that the Class A shares, are being converted. So effectively each class share being converted, plus you're getting 0.67% of Class B. And I'd love to hear your views on, how that kind of valuation gets arrived at?

Jonathan Price

Analyst

Yeah. Look, ultimately, Lawson that was a negotiation between the majority holders of the Class A shares and the special committee of the Board. It reflects consideration for valuable voting rights essentially, that will be foregone through this sunset. But importantly, this represents only 1% dilution of Teck shares overall. So in that context, we think that the valuations struck here benchmarks very well against present.

Lawson Winder

Analyst

Okay. That's fair. Obviously I understood that you can't say a lot there. And I also wanted to follow-up on QB2 and just get an idea for how the ramp-up to first concentrate production might look. So the -- from when you feed first ore to the mill to when you have first concentrate like, how long will it take for that to flow through the process?

Jonathan Price

Analyst

Sorry, the timing from first ore to the mill, the first concentrate.

Lawson Winder

Analyst

Yeah. Exactly, thank you.

Jonathan Price

Analyst

Greg, do you want to add a bit of color to that?

Greg Brouwer

Analyst

Yeah, Lawson, think about the first half of this year is the ramp-up period, and as we get towards the end of the year, the facility will be running at full speed, and that guidance range that we provided would have copper production commensurate with that.

Lawson Winder

Analyst

Okay. So maybe I ask another way, do you expect to produce concentrate in Q1?

Greg Brouwer

Analyst

Yeah. We'll make first copper in Q1, for sure.

Lawson Winder

Analyst

Okay. Okay, fantastic. Thanks for clearing that up.

Operator

Operator

Our next question comes from Carlos De Alba of Morgan Stanley. Please go ahead.

Carlos De Alba

Analyst

Yeah. Thank you. Good morning, Jonathan and team. Just on the transaction EVR, given the potential environmental and remediation considerations of that business, those authorities in Canada you have to approve the transaction or have you discussed with them this -- the spin-off plan so that they are aware and there's no potential issues down the road? And the second question is just to clarify, the EVR will start with no debt, right, so basically debt-free going forward.

Jonathan Price

Analyst

Yeah. So I'll just address the second question. First, you're exactly right. EVR will be debt-free. Talking then just about the environmental and external approvals you asked about, there are no required approvals for the separation. There is an approval required for the TSX for the listing for the size of my shareholder approval we don't require anything from regulators or government. We have engaged with both Provincial and Federal Government, regarding this transaction and we've also critically engaged with the indigenous groups who are present in the Elk Valley and very much involved with our steelmaking coal business there. We don't require approvals from them but of course, we will continue to maintain very strong and productive relationships with that going forward.

Carlos De Alba

Analyst

All right. Great. Thank you.

Operator

Operator

Our next question comes from Dalton Baretto of Canaccord. Please go ahead.

Dalton Baretto

Analyst

Thanks. Good morning, Jonathan and team and congratulations. My first question is on the proceeds from EVR into Teck Metals. Jonathan, can you tell me if there are any restrictions on the use of proceeds in Teck Metals or do you have full carbon launch, how you use those margins?

Jonathan Price

Analyst

Yes. Hi, Dalton. Thanks for the question. No restriction at all on the use of proceeds that Teck Metals receives from EVR. As mentioned previously, our focus will be to deploy those to assist with the growth of our copper portfolio while balancing returns to shareholders and maintaining a strong balance sheet. So we will use those proceeds in a manner that's very consistent with our strategy.

Dalton Baretto

Analyst

Okay. And then when you're running Teck Metals, does the strategy remain the same or will you look to be more aggressive on things like M&A to accelerate the growth profile?

Jonathan Price

Analyst

So the strategy will remain the same, Dalton. The focus is on copper growth and the focus of our copper growth is through our organic pipeline of projects whilst returning cash to shareholders, so no change in that respect. And of course, we maintain for a number of years what has been a key part of our strategy which is to use cash flows from the steelmaking coal business to support that capital allocation strategy.

Dalton Baretto

Analyst

Okay. Thanks. And then maybe one last one. You're harvesting call it 90% of the free cash flow back into Teck Metals from EVR. So Teck Metals doesn't really look very different than the business today when you consider where those funds are coming from. So what kind of gives you comfort that you will rerate on the back of this?

Jonathan Price

Analyst

Just I mean one point of clarification there, whilst 90% of the free cash flow from EVR goes to the Transition Capital Structure, 87.5% of that goes to Teck Metals and 12.5% goes there to Nippon and POSCO just a clarification there. Look, we are creating two entirely separate businesses here with separate listings, with separate management teams and separate Boards. We do recognize of course that through the transition capital structure this is as it's described a transition, which will go on for a number of years until we see a complete separation or financial independence of the two companies. And of course, we think as that is paid down then that will create value accretion or equity accretion for EVR and will increasingly have Teck Metals been as an entirely independent of base metals company.

Dalton Baretto

Analyst

Thanks, Jonathan. That’s all for me.

Operator

Operator

Our next question comes from Chris LaFemina of Jefferies. Please go ahead.

Chris LaFemina

Analyst

Thank you, operator. Thanks for taking my questions. I have a couple of questions about change in control provisions. I think I read somewhere that in the case of EVR and a change of control the – the royalty payment that Teck Metals would receive would increase from 90% to 92.5% of the free cash flow. What happens in the event that Teck Metals becomes a potential acquisition target? Is there any change of control around Teck's ownership and EVR? Any sort of poison pill there that would reduce the value to a potential buyer of Teck, if you would to be acquired? And then sorry, so first question is around am I right about the change in control on EVR and then secondly change your control on Teck, if Teck where to be acquired? Thank you.

Jonathan Price

Analyst

Yes, you're correct on both fronts. It mean, the first instance there is a step-up from 90% to 92.5%. And there would be no implications with respect to any acquisition or sale of the Teck Metals.

Chris LaFemina

Analyst

Okay. Thank you.

Operator

Operator

Our next question is a follow-up from Orest Wowkodaw, Scotiabank. Please go ahead.

Orest Wowkodaw

Analyst

Hi. Thanks for taking the follow-up. Jonathan just curious given the spin-out of the coal business do you -- you obviously have a lot of copper growth options internally. Do you see advancing those -- some of those growth options quicker than you would have previously? I'm just wondering if given now you've got a very clear focus on coal cash flow coming into the business to fund copper whether we should anticipate that you may bring forward some of those internal copper projects?

Jonathan Price

Analyst

Look, Orest, I mean, I think in one sense here there's no real change to the strategy for Teck Metals, which is to develop that copper growth pipeline and this transaction per se doesn't signal a change or an acceleration of that. Of course, we're always looking at the optimal pace of development of the projects we have in the portfolio and the optimal sequence of those projects recognizing that we can't do everything at once. As you know well permitting could be one of the greatest restrictions in terms of the timing of the development as I mentioned that the top of the call we're advanced focus on study that permit across a range of our projects here. And given the focus on critical minerals from a number of governments around the world, it could be that permitting timelines are reduced somewhat, but as I mentioned this transaction in and off itself doesn't change the strategy because we've already been very focused on the development of copper projects in the portfolio.

Orest Wowkodaw

Analyst

That's perfect. Thanks. And can you just remind us, what's your current plan for the timing of the QB mill expansion?

Jonathan Price

Analyst

So we have submitted a permit application this quarter and we are in the process of completing a feasibility study, which will be done by the end of this year. And therefore we said that there's some potential for an approval for the QB mill expansion in early 2024.

Orest Wowkodaw

Analyst

Great. Thank you so much.

Jonathan Price

Analyst

Welcome.

Operator

Operator

Our next question comes from Alex Terentiew of Stifel. Please go ahead.

Alex Terentiew

Analyst

Good morning, everybody. I know there's a lot of details in here and I so appreciate you guys be doing this call earlier today. But a question for you on the Teck coal spin-out EVR. I know, you mentioned that you expect Teck Metals to retain investment-grade credit rating. But how do we think about the or how will the cash flows from that be allocated to Teck? I'm just trying to think of in terms of EBITDA calculations and any covenants or any ratios that we could think of for Teck going forward?

Jonathan Price

Analyst

Yes. I will invite our CFO, Crystal Prystai to just talk a little bit about how those cash flows will be treated. We have had received preliminary indications from the three credit rating agencies that cover us Fitch, Moody's and S&P and the preliminary indications are that we will maintain investment-grade ratings for Teck Metals, but I'll let Crystal will briefly explain how those cash flows will be treated.

Crystal Prystai

Analyst

Hi, Alex. Thanks for your question. Just in the context of the treatment on our financial statements maybe that's the most important place to start. We will, in Teck Metals, deconsolidate our interest in the coal business unit on closing of the transaction. So, in our unadjusted profit figures, you won't see the results from the coal business unit reflected there. But given the recurring nature of the cash flows coming in to Teck Metals, we are planning to adjust our EBITDA for both the royalty and the structure dividends and redemption. So, you should expect to see those coming through our adjusted EBITDA calculations as well as adjusted EPS and you could model it that way.

Alex Terentiew

Analyst

Okay, great. Thank you.

Operator

Operator

Our next question comes from Lucas Pipes of B. Riley Securities. Please go ahead.

Lucas Pipes

Analyst

Thank you very much operator. Thank you for taking my question follow-up question. I believe Nippon and POSCO are receiving rights to the coal, is that in exchange for their prior interest? How should we think about the offtake rates? Thank you very much.

Jonathan Price

Analyst

Yes. So, both Nippon and POSCO has been joint venture partners in and POSCO as well in Greenhill, so it's part of what's happened here is a conversion of those interests to their interests in equity and the transition capital structure here. They will retain off-take agreements long-term off-take agreements with EVR. I want to talk about commercial in terms of those contracts, but substantially similar to the sort of agreements that we've had with that in the past. So, no significant change there.

Lucas Pipes

Analyst

All right. I appreciate it. Thank you and again, best of luck.

Jonathan Price

Analyst

Thanks Lucas.

Operator

Operator

This concludes the question-and-answer session. I will now hand the call back over to Mr. Phillips for closing remarks.

Fraser Phillips

Analyst

Thanks Ariel and thanks everyone. Just before I hand it over to Jonathan for his closing remarks, I just want to say that again lots to digest. I'm sure there will be plenty of other questions. Please reach out to me or Helen or indeed anybody on the IR team. We'll be happy to do our best to get in touch with you and have a conversation and we will be delighted to help out. With that, Jonathan, over to you for any final remarks.

Jonathan Price

Analyst

Yes. Thanks Fraser and thanks everyone for joining the call today and for the good questions. We at Teck couldn't be more excited about this transformational transaction that we've announced today. We believe it will unlock significant value for our shareholders. And we do believe that this transaction structure is the best pathway that separates and realizes the full potential of both of these great businesses. As I mentioned, it will increase strategic and financial focus from both organizations, allowing the two entities to pursue tailored growth and capital allocation strategies into the future. Teck Metals, this is about unlocking the value of the world-class copper growth portfolio and capitalizing on the opportunities presented by the energy transition continuing to be funded by steelmaking coal cash flows through the transmission period. And of course, we set up EVR as a pure-play high-margin steelmaking coal producer, exposed to strong long-term steel fundamentals and we have the potential for strong equity value accretion as the capital structure is paid down. Critically, the separation provides our investors flexibility to choose and optimize their portfolio allocation between base metals and steelmaking coal given that both companies provide exposure to different commodity fundamentals and capital return policies. And finally, of course, Dual Class Share Sunset will modernize the Teck Metals governance structure. So with that, thank you very much. We look forward to following up this conversation with you beyond this call. And yes, once again, thank you, a very exciting day today.

Operator

Operator

This concludes today's conference call. You may disconnect your lines. Thank you for participating, and have a pleasant day.