Sareb Unlikely To Distribute Any Profits To Its Shareholders

30 December 2016 – Expansión

Accounting circular / The Ministry of Finance has softened its demands on Sareb. In exchange, the bad bank’s owners, namely, the State and Spain’s largest banks, will not receive anything for their investments in the bad bank, for at least the next few years.

The Ministry of Finance has softened the situation facing the shareholders of Sareb (the most important of which is the State, through the Frob), by not forcing it to recognise latent losses in its income statement, like it has been obliged to do until now. In exchange, the Ministry has shut down the possibility that these shareholders will receive any results from their investment, even if the company does manage to generate profits at some point.

The harsh situation created by the accounting circular that the Bank of Spain designed for Sareb has barely lasted a year. According to that legislation, Sareb was obliged, within a period of two years, to reappraise all of the assets on its balance sheet (which proceeded from the real estate portfolios of the former savings banks that received public aid) and recognise the latent losses in the income statement each year, given that the price at which it bought those assets was significantly higher than their market prices.

The reality of all of this was seen last year when, in order to avoid near bankruptcy, the bad bank reduced its capital to zero and converted a substantial part of its subordinated debt (€2,171 million) into capital, to offset some of the losses for the year and restore the equity balance. Sareb recognised provisions amounting to €3,900 million in 2015 and recorded capital of €953 million (2% of the balance sheet) and subordinated debt of €1,429 million.

It was expected that something similar would happen this year, although with a less intense effect, given that most of the assets were reappraised in 2015, and that the capital balance would again be reduced and more subordinated debt would be converted into capital.

But to avoid this, the Ministry of Finance has made two significant changes. The first is that Sareb must continue valuing its assets at market prices, but if those values result in the creation of latent losses, then rather than recognise them in the income statement, they should be recorded in the equity statement, whereby reducing the company’s share capital. In parallel, and to avoid the company having to file for insolvency due to an excessive reduction of its capital, Sareb may also benefit from the exception afforded to real estate companies at the height of the crisis, which exempted them from having to comply with a certain relationship between the value of their assets and their own funds. (…).

Two conditions

In exchange for these concessions, which will undoubtedly give Sareb some much needed breathing room, the new legislation from the Ministry of Finance establishes two conditions. The first is that when an asset is sold for below its acquisition price, the real loss must be recognised in the income statement; and the second is that if Sareb generates profits in the future, then whilst the equity account exists in which the latent losses are being reflected, then all of the profits earned must be applied to that account. That means that, in all likelihood, Sareb’s shareholders (…) will not receive anything for their investments in the company over the next few years. And it is reasonable to think that they will never receive anything, given Sareb’s asset composition.

This is the first time that this fact has ever been acknowledged, more or less explicitly. (…).

Original story: Expansión (by Salvador Arancibia)

Translation: Carmel Drake

Santander & Apollo Call Off Altamira Negotiations

30 December 2016 – Vozpópuli

Santander’s repurchase of Altamira has run into trouble.

After months of to-ing and fro-ing, Banco Santander and Apollo have decided to call off their negotiations regarding the possible sale of the 85% stake that the US fund owns in the real estate company. And the reason is price, given that Ana Botín is not willing to meet the expectations of the asset manager chaired by Leon Black. Apollo will not drop its asking price below €1,000 million, whilst Santander’s informal offer amounts to around €800 million, according to several financial sources.

Unless there is a last minute change of heart, all indications are that Altamira’s share capital structure will continue as it is now: with 85% in the hands of Apollo and 15% controlled by Santander. The Spanish bank sold the controlling stake in the real estate company in 2013 for €664 million.

Santander’s intention was to repurchase its stake to create a world-leading property management firm, to administrate its assets in other countries where the default rate is rising, such as in Brazil. Santander engaged Citi to complete this operation. The possible repurchase has been on the table since Ana Botín (pictured above) took over as President of the bank, given that this sale was one of the things that she liked the least from her father’s inheritance.

Botín sees it as a much more expensive way of raising capital than would have been possible to obtain by other means. But unless she can afford a price that will allow Apollo to close this deal at a profit, it is unlikely to go ahead. This change in strategy comes at a time when Apollo is raising a new fund, amounting to more than €4,000 million, to invest in the south of Europe. Given that it has new ammunition to spend from now on, it will value a platform such as Altamira very highly

New strategy

Following this turnaround in negotiations, Apollo has decided to strengthen the future of Altamira be making acquisitions. Santander’s property management firm is well placed in two current acquisition processes: firstly for Unicaja’s real estate arm, GIA, where it is competing with Haya Real Estate; and secondly, for the first bad bank created by the Portuguese State, Oitante, which manages Banif’s problem assets – other players such as Servihabitat (owned by TPG and CaixaBank), Hipoges and Värde Partners (Banco Popular’s real estate shareholder) are also bidding in that tender.

If the latter operation bears fruit, it would be Altamira’s first international venture, and the ideal way for Apollo to generate value from this investment, and obtain more from its sale when it eventually decides to exit.

The fund chaired by Black (one of the 150 wealthiest people in the USA and owner of the painting The Scream) is putting all of its meat back on the grill in Spain after a couple of less active years. In 2013, it closed its largest two acquisitions in the country: Altamira and Evo Banco. Since then, its activity has been limited to the purchase of a small portfolio of homes from BMN and GE Capital’s mortgage portfolio in Spain. Moreover, Altamira was awarded one of the four management contracts by Sareb.

In recent months, Apollo has purchased one of the largest banking portfolios on the market, Project Sun from CaixaBank, containing hotel debt, and it is expected to soon close the acquisition of one of the aforementioned real estate platforms (Oitante or Unicaja).

Original story: Vozpópuli (by Jorge Zuloaga)

Translation: Carmel Drake

Project Maravillas: Construction Work Resumes

30 December 2016 – Expansión

Yesterday, the Supreme Court of Justice of Madrid (TSJM) lifted the injunction issued the day before that had paralysed the demolition work at the Precision Artillery Workshop, located next to Paseo de la Castellana in Madrid, where the Residencial Maravillas cooperative plans to construct 320 new homes.

After obtaining approval from the Town Hall of Madrid, the project promoted by Domo Gestora was paralysed after the TSJM admitted the request filed by the ‘Ecologistas de Acción’ group to not demolish the Precision Artillery Workshop, located on this site.

The building forms part of the properties that the Ministry of Defence used to own on the plots, and according to the ruling from the TSJM, it does not have any historical value or need to be maintained for heritage purposes.

The work to demolish the building began on 16 December. In November 2014, the Ministry awarded these plots, which had fallen into disuse, to Domo for €111 million, which acquired them with the aim of constructing a development containing 320 homes, with an average price of €325,000. (…).

Original story: Expansión (by R. Ruiz)

Translation: Carmel Drake

Procisa Group Undergoes A Corporate & Financial Makeover

30 December 2016 – Expansión

Procisa, the group owned by the Cereceda family, which in turn owns La Finca, the business and luxury residential complex, in Pozuelo de Alarcón (Madrid) has embarked upon a profound corporate and financial restructuring process involving: a capital injection amounting to €395 million; the entry of the US fund Värde; and the strengthening of its corporate governance.

In terms of the corporate changes, from now on, the company will be organised around the Grupo La Finca holding company, which will in turn own three separate companies: La Finca Global Assets, dedicated to the real estate business and to the operation of the high-end office market; La Finca Casablanca, which will construct the largest luxury residential development containing more than 500 homes; and La Finca Real Estate, upon which the group’s future development will hinge.

Under the framework of this operation, the US fund Värde, owner of Dospuntos (the former real estate division of Sanjose) and owner of a stake in Aliseda, Banco Popular’s real estate asset manager, has acquired 39% of La Finca Global Assets. The US private equity firm, which manages more than $40,000 million in assets around the world, has been one of the most active investors in Spain since the outbreak of the crisis.

Portfolio

By virtue of the agreement signed yesterday, Värde, which must have paid around €130 million for its stake, will become a shareholder of the current office buildings in the portfolio and of the new projects in this area of the business. In addition to the La Finca business park, La Finca Global Assets’s properties include a property located on Calle Marcelo Spínola – a business centre comprising seven seven-storey buildings – and another property on Calle Martínez Villergas, comprising three seven-storey buildings.

Meanwhile, the La Finca business park, covering 220,000 m2 of premium rental space, comprises 20 buildings, 16 of which are used as offices plus the remaining four, located in the centre of the complex, which are used to provide the necessary services to the users of these offices. The complex’s current tenants include technological companies such as Orange and Microsoft.

In terms of the injection of funds, the company has signed a financing agreement with a syndicate led by Société Générale, CaixaBank and Santander amounting to €395 million, which it will use to pay off existing debt and tackle new projects. According to the latest available balance sheet, Procisa’s debt amounts to €525 million.

Specifically, the subsidiary La Finca Casablanca is planning to construct a development containing 515 luxury and exclusive homes, a shopping and leisure centre, as well as sports facilities and a golf course, in the south of Pozuelo de Alarcón.

New directors

Meanwhile, the group owned by the Cereceda family has strengthened its corporate governance by hiring some new directors. Susana García-Cereceda, the current Chairman of Procisa and one of the heiresses of the family empire created by the businessman Luis García Cereceda, who died in 2010, will lead the holding company and each of its subsidiaries, as the CEO.

In addition, Grupo La Finca will hire Jorge Morán as the Vice President of the holding company. (…). Moreover, Värde will join the Board of La Finca Global Assets with the appointment of three board members. (…).

Original story: Expansión (by Rebeca Arroyo)

Translation: Carmel Drake

Quabit Will Build 1,700 Homes With Funding From Avenue

30 December 2016 – Expansión

Yesterday, the listed real estate company Quabit signed an agreement with Avenue Europe International Management, whereby the fund will provide a line of credit amounting to €60 million, which Quabit will use to increase its portfolio of residential projects.

Specifically, the funds obtained through this line of credit will be used to acquire buildable urban land for the development of 1,700 homes next year, in Madrid and surrounding areas.

The funds from Avenue will finance 70% of the land acquisitions, whilst the remaining 30% will be financed by own funds from Quabit. Moreover, the real estate company may increase the amount of the credit line to €85 million.

Business plan

This agreement forms part of the business plan that the real estate company chaired by Félix Abánades set for the period 2015 to 2020, which includes returning to residential development, after years focusing on the sale of finished stock and on its financial restructuring.

To this end, during the first nine months of 2016, the listed real estate company has acquired plots of land in Boadilla del Monte (Madrid) and Guadalajara, and has launched five new developments, containing 304 homes in total. Under this plan, Quabit expects to hand over more than 3,000 homes, including assets from its own portfolio as well as those coming from new investments, with a forecast turnover of more than €950 million.

During the first nine months of 2016, Quabit recorded sales of €25.7 million and losses of €10 million, down by 23% compared to the same period a year earlier. Its EBITDA was negative (-€6.9 million), although it improved by 9.1% compared to the third quarter of 2015.

Original story: Expansión (by R. Ruiz)

Translation: Carmel Drake

Comsa Refinances A €719M Syndicated Loan

30 December 2016 – Expansión

Financial oxygen for the Comsa Corporation. In the early hours of Thursday morning, the construction group managed to complete the refinancing of its debt with a group of eight banks, which have granted it a new syndicated loan amounting to €719 million. The loan must be repaid after four and a half years. The following banks have participated in the operation: Santander, CaixaBank, Bankia, Sabadell, BBVA, Popular, Bankinter and Unicaja.

The company, which is owned by the Miarnau (70%) and Sumarroca (30%) families, whereby obtained the blessing of its creditors to launch a new strategic plan for the period 2017-2020, which will force it to concentrate its activity solely on the infrastructure and engineering business, with a special focus on railway construction.

Comsa has agreed with the banks to sell off its other businesses between now and 2020, which means that it will place assets worth €200 million on the market, the proceeds of which will be used, in their entirety, to repay some of the company’s debt. Following its divestments from Aritex and CLD, all of its investments in the areas of concessions, renewable energy and the environment will also be put up for sale.

The eight entities that have participated in the refinancing may also acquire 50% of the group’s share capital in 2021, given that they have included a convertible debt tranche in the syndicate agreement amounting to €250 million. Nevertheless, the owner families may exercise a purchase option over that 50% stake and whereby prevent the conversion if certain conditions are fulfilled in 2021. Uría has advised the banks, Cuatrecasas and PwC have advised the company, and the law firm Toda & Nel·lo Abogados has advised the family.

Strategic plan

The new strategic plan outlined by the group chaired by Jorge Miarnau forecasts an increase in revenues from the infrastructure business, up from €950 million to €1,400 million in 2020. Moreover, the group will step on the accelerator in the international market, which will be a key lever for achieving these figures. The objective is to obtain 70% of sales from overseas within four years, compared to the forecast figure of 49% for this year.

Original story: Expansión (by S.Saborit)

Translation: Carmel Drake

Sareb Sells 2 Portfolios To Deutsche For €160M

30 December 2016 – Expansión

Sareb has sold two debt portfolios to Deutsche Bank for €160 million. One, worth €80 million, called Sevilla, contains debt secured by residential assets (homes) located all over Spain. The other, called Marina, is a debt portfolio secured by industrial logistics assets located in Madrid and Toledo.

The two operations have been advised by Dentox and Copernicus. These sales come after Project Eloise, which was closed by Sareb earlier in the week for €600 million, for which it received legal advice from Ramón y Cajal. That operation was the largest in Sareb’s history. It was secured by homes, located above all in Cataluña, Madrid, Andalucía, Galicia and Valencia. The financial advisor in Sareb’s three sales has been CBRE.

The transactions have been made more challenging since the Bank of Spain introduced its accounting regulations, which oblige the bad bank to update its assets to market prices each year. In March, for example, the entity sold a package of loans whose collateral included industrial logistics assets, hotels and offices. In September, it divested another portfolio secured by residential buildings in Madrid.

The entry into force of the Bank of Spain’s new accounting circular forced Sareb to undertake a clean up of €2,044 million during the first half of the year, which was added to provisions amounting to €968 million from the previous two years. The four real estate companies that sell Sareb’s assets are Altamira Asset Management, Haya Real Estate, Servihabitat and Solvia.

Between January and September, the bad bank sold 8,930 properties, up by 12% compared to the same period last year. Of those, 5,109 were its own properties. Another 3,821 came from the balance sheets of property developers.

Original story: Expansión

Translation: Carmel Drake

Hispania Negotiates New Strategic Focus With Soros

29 December 2016 – El Confidencial

It hasn’t always been a Socimi. When it debuted on the stock market on 14 March 2014, Hispania Activos Inmobiliarios was an investment company owned by a Socimi, a structure that had chosen very carefully, given that the formula allowed it, amongst other things, to acquire assets by purchasing debt, like it did, for example, with Hotel Guadalmina, its first major operation in the most tourist segment of the real estate business.

But there was another more fundamental reason for adopting that structure: the limited life period that it was born with. Unlike the other three large Socimis – Merlin, Lar España and Axiare –which fired the starting gun from the get go in this booming sector, Hispania was created in accordance with a detailed timetable that included three investment years and another three divestment years, as the company explained in detail in its IPO prospectus.

Nevertheless, the company left the door open to expand this horizon, provided it received the green light from its shareholders at the General Shareholders’ Meeting, a date towards which the team at Azora, Hispania’s management firm, is now working. Azora is finalising a new proposal with the aim of receiving the approval of its investors in March, when the vehicle will celebrate three years of life.

According to several sources, the now Socimi (it adopted this company structure just before the summer) is negotiating with its main shareholders, led by George Soros, not only to extend the company’s life term, but also to adopt a new value proposition, based on specialising increasingly in hotels, to the detriment of offices and homes, and in modifying the management policy. Hispania itself has declined to make any comments in this regard.

The Hungarian magnate’s confidence in Hispania was underlined during the company’s latest capital increase, which he subscribed to in accordance with his proportional share, and in the messages that he has sent to the Azora team, in that he is willing to continue to back the company, but that he wants to make a series of changes that will directly affect the interests of the management company.

According to the same sources, Soros is interested in internalising Hispania’s management team in some way, rather than having it operating externally as it does currently, and in modifying the fee policy, which the management contract splits into a fixed part, the base fees, and a variable part, the incentive fees. The first is a commission linked to the investment percentage of the initial net funds raised through the IPO; and the second is a commission relating to the level of returns obtained from the investments.

Strategic change

Since its creation and until the third quarter of 2016, the last period for which official figures are available, Hispania has invested €857.1 million in hotels, €395.3 million in offices and €177.9 million in the residential sector, bringing its total investment volume to €1,430.3 million, almost three times more than the amount it raised through its debut on the stock market (€500 million).

It was then that Soros appeared as the company’s major shareholder and anchor investor, and that is a role that he continues to play today, controlling as he does 16.67% of the shares. (…).

In recent months, the company has undergone a major reorganisation of its structure, with the conversion of all of its subsidiaries into Socimis and the absorption of them. All of these steps are oriented towards the same purpose, to convince the shareholders of the appropriateness of continuing to back this vehicle. Albeit, with a new road map. The proof will be in the pudding in March.

Original story: El Confidencial (by Ruth Ugalde)

Translation: Carmel Drake

Unicaja Negotiates The Sale Of Its RE Arm With Haya & Apollo

29 December 2016 – Vozpópuli

(…). In recent months, the Málaga-based entity has accelerated the divestment of its investment companies to make some cash ahead of the challenges that it faces over the coming months. First came the sale of Iberdrola and now, Unicaja is in advanced negotiations to sell its real estate arm to Haya Real Estate, the platform owned by the US fund Cerberus in Spain, or Altamira, owned by Apollo (85%) and Santander (15%), according to financial sources consulted by Vozpópuli. Sources at the entity say that the final decision has not been taken yet.

Through this operation, Unicaja wants to replicate the sales carried out by the large banks in 2014: Santander with Altamira, CaixaBank with Servihabitat and Popular with Aliseda. Through those deals, the banks recorded combined profits of more than €2,000 million.

It is critical that the Málaga-based entity generates profits at the moment for two reasons: the tax blow that it is going to suffer, due to the upcoming rise in Corporation Tax (CT); and the need to accumulate capital to pay back the public aid it received for Banco Ceiss (€604 million), over the next year; it has asked Brussels for more time in this regard. This would be an alternative solution to the entity’s debut on the stock market and would allow it to repay the contingent convertible bonds (CoCos) from the Restructuring Fund (Frob), which is what Ibercaja has done; yesterday, that entity repaid €163 million to the public fund. With this, the former savings banks avoid the blow for their shareholders that a debut on the stock market in the current environment would mean, although that comes at the price of them not being able to get rid of their shares.

Subsidiary up for sale

In the case of the real estate arm, the name of the subsidiary that Unicaja is negotiating the sale of is: Gestión de Inmuebles Adquiridos (GIA). It is a platform that administrates and sells the group’s foreclosed residential assets, and it has around 40 employees. It recorded turnover of €108 million in 2015, up by 5% compared to a year earlier.

Overall, GIA lost €114 million last year, because Unicaja recognised its real estate provisions in that company. In theory, this operation would only involve the sale of the management of the assets, not their title, although a small portfolio of around €50 million could also form part of the sale, according to sources close to the deal.

The entity, led until this year by Braulio Medel (pictured above, who continues to control the Foundation that owns 90% of the bank), does not have one of the largest exposures to property in the financial sector. It has foreclosed assets with a net value of €1,051 million, according to the figures as at June, which include provisions, meaning that they have a combined appraisal value of €2,690 million. (…).

The market also expects Unicaja to get rid of some of its other stakes, such as Deoleo, in which it holds a 10% shareholding and Reyal Urbis, in which the Foundation controls just over 4%. (…).

Original story: Vozpópuli (by Jorge Zuloaga)

Translation: Carmel Drake

CaixaBank Sells €700M In Debt & Foreclosed Hotels To Apollo

29 December 2016 – El Confidencial

CaixaBank is going to close 2016 with a healthier balance sheet, thanks to the latest divestment operation that it is about to sign. According to financial sources, the banking institution led by Gonzalo Gortázar (pictured above), has reached an agreement with Apollo Global Management to sell €700 million in foreclosed assets linked to the hotel sector. The US fund is hereby going to acquire 20 four- and five-star holiday establishments that the bank has been holding in its portfolio following non-payments by customers.

The transaction, which has been dubbed Project Sun, is just awaiting the finishing touches from CaixaBank and Apollo, the opportunistic fund that purchased 84% of Banco Santander’s real estate company – Altamira – for €664 million and all of Evo Banco, which previously belonged to the former Novacaixagalicia for €80 million, amongst other things. Nevertheless, the agreement between the bank headquartered in Barcelona and the NYC-based firm is limited to two thirds of the portfolio that was initially put up for sale.

The Spanish financial institution, which has been advised by Alantra, had valued Project Sun at around €1,000 million, on the basis that it contained, on the one hand, unpaid loads secured by 112 hotels; and, on the other hand, 32 establishments that the bank had foreclosed due to non-payment. According to the internal documentation from the sales notebook, in total, 11,000 rooms were put up for sale, the largest hotel portfolio of the year. But at the last minute, the entity has decided to get rid of debt amounting to only around €350 million and 20 hotels worth a similar figure, which means that 12 properties have been left out of the agreement with Apollo Global Management.

The reason is that the offers that it received for these other holiday establishments were well below their respective book values, and so they have chosen to not sell them now so as to sell them for a bad price. Most of the hotels and loans are located in Andalucía (37), Cataluña (22) and the Canary Islands (19). Besides Apollo, which has been advised by Arcano and by Gustavo Gabardo, former Director General of NH Hoteles, CaixaBank had also received interest for this portfolio from other so-called vulture funds, such as Starwood, Cerberus, Oaktree and Bank of America, which had already acquired assets from Bankia, Santander, Sareb and Sabadell.

With this transaction, CaixaBank is going to close the year with €2,400 million less in terms of overdue debt, having already completed the sale of other non-performing loan portfolios. On 30 November, it got rid of the portfolio known as “Far”, which it sold for €700 million to Lindorff and D. E. Shaw. In July, it did the same with another package of unpaid credits for €900 million (Project Carlit), which it sold to Goldman Sachs and D. E. Shaw. (…).

This is the eleventh operation of its kind that CaixaBank has completed since it started to try to remove toxic loans from its balance sheet. (…). Over the last two years, it has managed to get rid of non-performing loans amounting to almost €6,000 million, a strategy that has allowed it to reduce its default rate from almost 12% at the height of the financial crisis to just 8.7%.

Original story: El Confidencial (by Agustín Marco)

Translation: Carmel Drake