Tag: Alternative Investment Market

Blackstone To List Its Socimi ‘Fidere Patrimonio’ On MAB

25 June 2015 – El Mundo

Blackstone is going to list Fidere Patrimonio on the Alternative Investment Market (‘Mercado Alternativo Bursátil’ or MAB). The Socimi was constituted with a stock of social housing purchased by  the private equity firm in Madrid in recent years. The shares in the new Socimi will start trading on Monday 29 June, at €21.08 per share. This price represents a company valuation of €212 million.

Blackstone created Fidere Patrimonio with a portfolio of 23 social housing developments (rental properties), containing 2,688 apartments, which the fund has bought over the last few years, mainly in the Community of Madrid. (…).

With this IPO on the MAB, Blackstone seeks not only to comply with the rules governing Socimis, but also to acquire a financing mechanism for raising funds, which will to drive the future growth of the company, and will also “raise the company’s profile and attract new shareholders”.

In this sense, Fidere Patrimonio says that it will focus its investment policy on new companies with real estate portfolios owned by Blackstone’s investment funds and on “analysing new investment opportunities that arise in the market”.

‘Solvent’ tenants

However, the Socimi has said that, for the time being, it will focus on managing its current portfolio of homes “with the aim of increasing shareholders’ returns”. To this end, it has revealed that its leasing policy for social housing is based on “selecting tenants who are economically solvent and who have long-term visibility over their income”, in order to increase the occupancy rate of its homes.

Specifically, the company asks its tenants to provide their last two payslips and then checks that the percentage rental spend will not exceed 40% of their (respective) salary; it also performs checks to confirm that prospective tenants are not registered on Asnef’s credit black list. (…).

Blackstone’s Socimi is aiming to secure an occupancy rate of between 80% and 95% for its housing stock, compared with its current rate of 76% and the 2014 year-end rate of 68%.

Profits and dividends

Meanwhile, Fidere Patrimonio closed 2014 with a net profit of €1.6 million, whereby overcoming the “losses” that it had recorded in the previous year. The Socimi’s turnover amounted to €5.54 million, of which €4.6 million was generated by the social housing in Madrid that the fund purchased from the EMV.

In terms of financing, the firm has financial net debt of around €65.7 million, equivalent to 22% of the market value of its assets. The company considers that this “reduced” leverage will encourage the payment of dividends.

Original story: El Mundo

Translation: Carmel Drake

Uro Property Debuts On MAB With An Increase Of 5%

13 March 2015 – Expansión

Uro Property, the Socimi that owns one third of Santander’s bank branches and whose main shareholders are Santander, Atisha and CaixaBank, debuted on the Alternative Investment Market (Mercado Alternativo Bursátil or MAB) yesterday with an increase of 5.05%, to take its price per share to €105.05.

The company is being listed through a fixing procedure, whereby its prices are published twice a day (at 12:00 and at 16:00). At 12:00, when the shares debuted, the price increased to €102.50, i.e. by 2.5% with respect to the price of €100 that had been set for its IPO. Its price at 16:00 (the official price for the session) reached €105.05.

Thus, Uro Property ended the day with a market capitalisation of €272 million and so became the largest company trading on the MAB.

Original story: Expansion

Translation: Carmel Drake

Santander’s Landlord Finalises The Sale Of 400 Branches

5 March 2015 – El Confidencial

Uro Property, the name given to the company formerly known as Samos, will begin trading on the MAB (‘Mercado Alternativo Bursátil’ or Alternative Investment Market) with the minimum legal amount, given that its ultimate aim is to move onto the main stock market.

Another one of the Socimi giants is counting down the hours until its goes public. Uro Property, the name give to the company formerly known as Samos, and the company through which several investment funds advised by Oleguer Pujol purchased a one third stake in Santander’s branches, will list on the MAB within the next few days and will continue to put the pieces in place to fulfil its aim of listing on the main stock market, with a healthier financial structure.

With this challenge in mind, the company chaired by Carlos Martínez Campos and led by Simon Blaxland is finalising the sale of 400 of the 1,316 branches that it owns, a transaction that it is already negotiating with an institutional investor and that will allow it to repay some of its €1,424 million loans ahead of time. This debt was already financed last year, when Samos’s creditor entities, led by Santander and CaixaBank, took control of the company, by capitalising €424 million of mezzanine debt and creating Uro.

This transaction turned Santander into the main shareholder of the Socimi, with a 24% stake, whilst CaixaBank took ownership of 14.89%; BNP Paribas holds a 8.81% stake and Société Générale holds 3.14%. In addition, several hedge funds and other entities, including Barclays and Bayerische Landesbank were left with stakes of less than 1%; whilst the former shareholders, Sun Capital, now known as Atisha Holding and the Pearl Group, now Phoenix Life, hold 21.7% and 14.38%, respectively.

All of the shareholders have committed to retaining their stakes for a minimum period of 12 months, during which time Uro Property is confident that it will close a new financing deal that will allow it to reduce its spread from its current level of 300 basis points to closer to 200 basis points.

In fact, the listing on MAB is seen as another step in this process, given that by law, all of the Socimis are obliged to go public within a period of two years. Although Uro Property’s deadline in this sense does not expire until after 2015, it has chosen to go public as soon as possible precisely because it believes that its status as a listed company will facilitate its refinancing.

This explains why Santander’s landlord is going to limit its initial placement to the minimum established by law: two million euros, a paltry figure, considering that its assets have been valued by CB Richard Ellis to amount to €2,000 million and given that forecasts suggest its market value amounts to around €500 million.

An independent audit to separate the company from Pujol

Renta 4 has been hired as the liquidity provider, whilst EY has performed the valuation of the company ahead of the placement. Aware that all eyes are focused on it, given its historical ties with Oleguer Pujol, the company commissioned Deloitte to conduct an independent audit (the auditor of the Socimi’s accounts is PwC), which certified that the maximum investment made in the Socimi by the son of the former President of Cataluña amounted to €67,000.

The Socimi has signed a new lease agreement with Santander, which has committed to occupy the properties for a minimum period of 25 years, and it may extend that period by 14 more years for a third of the assets, which the bank, chaired by Ana Botín, has identified as more strategic for its business. In return, the company has been granted the right to review the portfolio each year, as well as the ability to exchange some branches for others, provided these exchanges do not represent more than 1% per year, under any circumstances.

Santander will pay Uro rent amounting to €125 million net, since the bank itself will bear all of the costs relating to the properties. This guaranteed income, together with the refinancing deal signed last year, allowed the Socimi to generate profits in 2014. Moreover, with the new financial structure that it is negotiating, which it is hoped will extend the current six year maturity period, the Socimi is confident that it will significantly improve its results; this is key for a vehicle such as this, whose main attraction is the fact that it is obliged to distribute the majority of its profits in the form of dividends.

Uro will be able to begin working on its plans to list on the main stock market and expand its portfolio of assets from 2016, in line with the steps being taken by its competitors, such as Merlin, which acquired BBVA’s offices.

Original story: El Confidencial (by Ruth Ugalde)

Translation: Carmel Drake

Lone Star Aspires To Become The Largest Property Developer In Spain

12 February 2015 – Cinco Días

The American fund plans to make the most of the land and assets it acquired last year from Kutxabank and Eurohypo

“We are working to become the leading residential developer in Spain, the largest home builder in the country”, said the European Director of the American fund Lone Star, the Argentinian Juan Pepa, on Wednesday. “We are buying land directly”, he said, explaining that although “in 2012, everyone said that land was worthless”, we are now beginning to see opportunities for obtaining profits from its development.

“We do not regard ourselves as a foreign investor, but as an industrial agent that invests its dividends in the construction of homes”, said Pepa, claiming that 50% of the group’s efforts in Spain over the next decade will focus on the creation of thousands of jobs in the sector, which suffered significant job cuts during the crisis. Pepa was speaking at the presentation of a study conducted by PricewaterhouseCoopers (PwC) about trends in the real estate sector in Europe, which show that the appetite for residential assets is growing.

To achieve its objectives, Lone Star will rely on the two large transactions that it has signed since entering the Spanish market in 2012: the mega-purchase of Eurohypo’s assets and the acquisition of Kutxabank’s real estate arm, Neinor; these were the two largest transactions in their respective fields during the crisis.

The first transaction, signed with JP Morgan last spring, enabled Lone Star to purchase Eurohypo’s mortgage portfolio from Commerzbank for €3,500 million, when the bank valued the portfolio on its own books at €4,500 million. The acquisition will allow the fund to access significant portfolios of land and property that serve as collateral for the loans.

The second transaction, which was signed last December, for €930 million, gave the fund control of Kutxabank’s property management platform, including 90 dedicated employees, as well as 50% of the entity’s real estate assets. The assets mainly comprise land, as well as some completed developments primarily located in the Pais Vasco, Madrid, Barcelona, Murcia and Andalucía.

“The cycle in Spain is just beginning” said Juan Pepa, who spoke about a promising period lasting 10 years…; it is “becoming increasingly difficult to enter the market” and exit as a winner. “We almost missed out completely in Spain” he admits, explaining that the fund arrived in the country in 2012 but did not invest until last year, even though 2013 was “a very good year to make investments”.

For PwC partner Enrique Used, Lone Star’s project is a clear example that investments made two years ago are now beginning to bear fruit,  “cranes are the best sign that activity is returning”. In this context….we are beginning to detect interest from new investors – although interest from opportunistic funds is still evident – and the appetite for residential assets is growing, in the face of the thriving office market.

Meanwhile, the vice-president and CEO of the Alternative Investment Market (Mercado Alternativo Bursátil or MAB), Jesús González, said that he expects to see six new real estate investment companies (Socimis) float their shares before the summer.

Original story: Cinco Días (by Juande Portillo)

Translation: Carmel Drake

Santander To List 2% Of Its Socimi And Whereby Avoid CIT

6 February 2015 – El Confidencial

Desperate times call for desperate measures. That is the proverb that Banco Santander is going to apply to a problem that has arisen after it sold a network of 1,152 bank branches bearing the red flame to a group of investment funds in 2007. The entity, which had to take the branches back when the investment company that had taken ownership of them filed for bankruptcy, is going to float that company on the stock exchange as a Socimi, and whereby avoid paying Corporation Tax. Oleguer Pujol, amongst others, was involved with the original investment company.

The main objective of the transaction that Santander and the other creditors that seized control of Samos Servicios for the non-payment of a €2,000 million loan is to float the newly named Uro Properties on the Alternative Investment Market (Mercado Alternativo Bursátil or MAB). In fact, none of the current shareholders, which includes Santander itself – the largest, with a stake of almost 25% – as well as Caixabank, which entered through the back door and BNP Paribas, all primary lenders, are planning to sell or reduce their stakes in the Socimi.

The transaction will involve listing the company with the placement of a maximum of 2% of its capital, the minimum requirement. With such a small amount of floating capital or free floating capital, Uro Properties is only allowed to list on the MAB, even though its total assets are worth €1,600 million. As such, it will become the largest real estate company on the Spanish stock market. None of the other Socimis that followed the same path in 2013, such as Hispania, Lar, Axia or Merlin Properties, are equal in size.

Since the shareholders are not going to sell their old shares or proceed to offer new ones, like the other Socimis mentioned above have done, the only apparent purpose for listing Uro Properties is to benefit from the tax regimes offered to these kinds of companies. According to Law 11/2009, dated 29 October 2009, these real estate companies pay Corporation Tax at a rate of 0%.

To maximise the tax savings even further, the shareholders of Uro Properties Holding SA have created a parent company in Luxembourg, under the name Ziloti Holding SARL. The shareholders have already asked the MAB for permission to list their shares, as soon as possible, specifically, before the end of February.

From success to failure

The background to Uro Properties dates back to 2007, when Emilio Botín invented a transaction, which other large multinationals later went onto to make fashionable in Spain: the sale of properties to investment funds to obtain sizeable gains in exchange for staying as tenants and paying rent. It is what is called sale and leaseback. The purchasers of Santander’s 1,152 branches were Pearl Insurance, Sun Capital and Drago Real Estate, which were advised by Oleguer Pujol, now accused of crimes against the Treasury, and Luis Iglesias, who was arrested after his home was search, but not charged, according to an official spokesman.

The three funds paid €2,040 million and Santander generated profits of €850 million. But the collapse in the valuation of the real estate assets themselves and the loss of the bank’s credit rating led to an adjustment in the appraisal value of the branches – which were guaranteeing the loan – of more than €400 million. This meant that the purchasers were no longer able to service the loans they had taken out to finance the purchase.

Following the bankruptcy of Samos Servicers, Santander, which had borne most of the financing risk by granting mezzanine debt, had to convert that loan into capital. This meant that it went from being a creditor of the company to a shareholder in the renamed Uro Properties. BNP Paribas, Caixabank, Société General, Royal Bank of Scotland, Barclays and a group of German and Austrian banks, including Bayerische and Raiffessen, did the same thing.

Original story: El Confidencial (by Agustín Marco)

Translation: Carmel Drake