Several Funds Acquire/Increase their Stakes in Hispania in the Midst of Blackstone’s Takeover Bid

11 June 2018 – Expansión

Blackstone’s takeover bid for Hispania has placed the Socimi firmly on the radar of investment funds. Since April when Blackstone announced its intention to launch a public share acquisition offer (OPA) for the Spanish Socimi, there have been continuous changes in the shareholding structure.

In terms of the funds who have been active, Fidelity has continued to back the company and has strengthened its stake to 9.64%. Prior to the takeover bid, the company’s stake remained at just over 7%.

Fidelity is the second largest shareholder of Hispania, behind Blackstone, which, after purchasing the stake owned by the Hungarian-born magnate George Soros, leads Hispania’s shareholder ranking, with a 16.56% stake.

Another one of the Socimi’s shareholders that has strengthened its weight since the takeover is Axa Investment Group, which now controls 4.14% compared to 3% before the takeover bid, and Bank of Montreal and BlackRock, which currently hold stakes of around 4.1% each, compared with 3.01% and 3.3%, respectively, that they used to control.

These shareholders constitute the hardcore nucleus of the company’s owners, together with the Mexican firm Canepa, which holds almost 6% through Tamerlane, and the Brazilian family office BW Gestao de Investimentos (BWG) with 3.7%.

New shareholders

In addition to the reference shareholders who have taken positions, Blackstone’s interest in Hispania has led to new interest from other shareholders.

The Norwegian fund, through its manager Norges Bank, has appeared to acquire 1.09% of the Socimi; Man Group, one of the largest hedge funds in the world, has bought 1.27%; and Kite Lake Capital Management has purchased 1.56%.

Blackstone’s takeover bid for 100% of Hispania at a price of €17.54 per share means that it is valuing the Socimi at €1,905 million. Hispania used to have a market capitalisation of €1,903 million and its shares closed trading on Friday at a price of €17.68 per share, slightly above the takeover price.

After Blackstone launched its takeover, Hispania’s Board of Directors engaged Goldman Sachs, UBS and JPMorgan as financial advisors and Freshfields and Uría Menéndez, as legal advisors, to analyse the terms of the offer and look for alternatives.

Expressions of interest

In a conversation with analysts in May, during the presentation of the group’s results, Cristina García-Peri, Director-General of Hispania, classified Blackstone as a “plausible” buyer, but she emphasised that other investors have been “very interested” in the Socimi and its hotel portfolio.

The American investment fund’s offer, whose brochure is pending approval by Spain’s National Securities and Markets Commission (CNMV) is conditional upon obtaining at least 50% plus one of the shares in Hispania. Moreover, the takeover is subject to a clause that prevents the sale of assets for an aggregated transaction value of more than 5% of the NAV (net asset value) (…).

Original story: Expansión (by Rebeca Arroyo)

Translation: Carmel Drake

Blackstone Formalises its “Hostile” Takeover Bid for Hispania

23 April 2018 – Valencia Plaza

Blackstone has submitted to Spain’s National Securities and Exchange Commission (CNMV) its request for authorisation for the takeover bid that it has launched over the Socimi Hispania, an operation worth €1.905 billion, which would see the US fund become the largest hotel owner in the country. The supervisor must now analyse whether the bid is admissible and, in the event that it deems that it is, assess the documentation for its approval. Only then will the period be opened for acceptance of the deal by the shareholders.

In this way, Blackstone has formalised its takeover bid for the hotel Socimi that it announced on 5 April, after it purchased 16.5% of the share capital from the investor George Soros and whereby became the company’s largest shareholder. The bid is effectively directed at the 83.5% of Hispania’s share capital that the fund does not yet control, by offering €17.45 per share, which brings the operation value to around €1.59 billion.

In the documentation submitted to the supervisor on Monday, Blackstone did not include any bank guarantee to secure that amount, although it did state that it would present such a guarantee within a period of seven working days that it has for that purpose. The consideration being offered by the fund represents a discount of 5.6% with respect to the share price of €18.50 at which Hispania was trading before the operation was announced publicly.

Blackstone is formalising the takeover bid after Hispania announced that it regarded the approach as hostile and that it will look for “alternatives” to the operation that improve the price proposed and, therefore, “maximise” value. The Socimi chaired by Rafael Miranda is pushing ahead with its intention to look for other options to the bid, given that prior to its formulation, and before it announced its intention to liquidate its assets by 2020, the firm had received expressions of interest from around half a dozen overseas investors.

For its part, Blackstone is looking to create a hotel asset ‘giant’, given that this deal would see it become the largest owner of this type of establishment in the country. The fund would add the 46 hotels that comprise the Socimi’s portfolio, most of which are located on the islands and in the main tourist areas of the country, to the fourteen establishments that it purchased last year from one of Banco Sabadell’s companies (HI Partners). Currently, and following the departure of Soros, Hispania’s main reference shareholders are overseas funds, including Fidelity, which owns a 7% stake, Conepa with 6%, and Bank of Montreal and BlackRock, with 3% each.

Original story: Valencia Plaza

Translation: Carmel Drake