Santander & Blackstone Launch Spain’s Largest Financing Deal Since the Crisis: €7bn

2 January 2018 – El Confidencial

The largest real estate operation in Europe is going to also bring with it the largest financing deal the sector has seen in recent times. The sale of €30 billion in Banco Popular assets that Banco Santander agreed with Blackstone last summer is going to mark another milestone in January when the two partners plan to close a mega-loan amounting to €7 billion.

This debt will be assumed by the joint venture created ad hoc to buy the portfolio of assets. It promises to be backed not only by Spanish entities but also by large international investment banks and funds that invest in debt, some of which may include entities owned by Blackstone. According to sources familiar with the operation, the net value of the assets amounts to around €10 billion.

To finance that property portfolio, the liability structure of the new company (the assets and liabilities of which will be equal by definition) will consist of 30% capital and 70% debt. Given that Blackstone is going to control 51% of the share capital and Santander 49%, each shareholder will have to contribute around €1.5 billion to the vehicle (the former will have to contribute slightly more given its slightly larger stake), whilst the remainder of the joint venture’s balance sheet will comprise the aforementioned €7 billion in debt that is expected to be signed this month.

The fact that the joint venture is going to have such a high percentage of debt allows the return on capital to increase: the lower that is, the greater the return with the same profits. That is what is called leverage and it is normal for it to be even higher in vehicles of this kind. By way of example, Sareb (the semi-public bad bank that absorbed the properties of the rescued savings banks) comprises 90% debt and just 10% capital.

Santander deconsolidates Popular’s real estate

After increasing the provisions against this portfolio to 63% in the case of foreclosed assets and to 75% in the case of the loans, the net valuation of all of the toxic real estate that the new company will own amounts to €9.7 billion. To that figure, we have to add the final valuation of Aliseda, the former real estate manager of Banco Popular, which also formed part of the operation. Almost half of the assets sold are land (€12.6 billion gross), followed by residential (€8 billion), retail (€2.1 billion), industrial warehouses (€1.5 billion) and hotels (€0.8 billion), as well as €4.9 billion split between offices, garages and other types of real estate assets.

This company was created because Santander wanted to remove (deconsolidate) Popular’s real estate from its balance sheet after it purchased the entity in June. It could have sold it in its entirety, but it chose to create a vehicle in which the majority was held by another shareholder – Blackstone, which fought off Lone Star and Apollo to win the auction and pay €5.1 billion – and retain a 49% stake. In this way, it will be able to obtain additional profits if the recovery continues in the real estate market and the company sells the assets for more than their current value. For the time being, it will have to inject the aforementioned share capital, amounting to €1.5 billion.

Although the small print of the conditions associated with this financing still needs to be confirmed, the deal underlines the growing business that is currently being seen in terms of real estate loans and debt funds. In the last month alone, Metrovacesa has closed a loan for €275 million and Testa has raised €800 million with the bonus of not having to mortgage any of its buildings.

Original story: El Confidencial (by E. Segovia & R. Ugalde)

Translation: Carmel Drake

Asur’s Two Hotels Go Up for Auction for €70M

30 November 2017 – ABC

The judge of Mercantile Court number 2 in Sevilla, Pedro Márquez, has approved the liquidation plan for the company Ámbito Sur Hoteles (Asur), which includes the direct sale, by auction, of the two production units associated with the four-star hotels that the company owns in La Línea de la Concepción (Cádiz) and Isla Antilla (Huelva). Both are operated by the chain Ohtels. Asur, which also owns land in Manilva as well as 81 tourist apartments in La Línea, filed for liquidation after accumulating debt of €90 million, most of which corresponded to loans from Banco Popular (now Santander), Cajasur, Sabadell and Sareb (the so-called bad bank).

The Hotel Asur Campo de Gibraltar and its adjacent car park are worth €21 million, although the debt associated with that production unit amounts to €20.7 million, mostly loaned from Cajasur. Meanwhile, Hotel Asur Islantilla Suites & Spa has an asking price of €48.7 million and that is offset by loans amounting to €41.5 million, of which €38 million was initially granted by Banco Popular (now Santander). That hotel also houses a conference centre.

Although several creditor banks made a request for the mortgage debt over the hotels to be foreclosed, the judge from the Mercantile Court has ruled for them to be sold as separate production units, relegating the mortgage foreclosure to a subsequent time if the auction is abandoned (…).

The bankruptcy administrator, in the hands of the law firm Maio Martínez Escribano, will receive offers for the hotels and the two plots of land in Manilva until 16 December. If by then it has not received any offers for more than 75% of the real value of the estates, then the period for the submission of offers will be extended by one month, to 16 January.

If an offer is received for less than 75% of the real value of the hotels, the main creditors (Cajasur in the case of the hotel in Campo de Gibraltar and Santander in the case of the hotel in Islantilla) will have to approve the operation. The bankruptcy administrator will have the power to choose the most favourable offer without having to obtain legal authorisation for the sale.

In the event that the two hotels are not sold directly through this first auction, the sale will be undertaken through a specialist entity, such as a real estate consultancy firm, which will be granted a five-month period to that end. If that sales option also fails, a “dación en pago” of the properties will be carried out. Only in the event that the hotels cannot be sold in that way either will the properties be auctioned off individually and not as production units.

The history of Asur

The company Asur was created in 2010 by the Basque group Bruesa Construcción and the Nazarene real estate company Baremos Área Inversiones (…).

Original story: ABC (by M. J. Pereira)

Translation: Carmel Drake

Metrovacesa Prepares Stock Market Debut for February 2018

23 November 2017 – Eje Prime

The stock market is getting ready to welcome yet another real estate group. Metrovacesa, the property developer controlled by Santander and BBVA, will make its debut on the stock market in February 2018. The company has convened an Extraordinary Shareholders’ Meeting for 19 December to approve its return to the trading floor. Moreover, the company is currently negotiating a syndicated loan amounting to €250 million to finance future operations.

According to the information included in the meeting invite, the shareholders will also have to approve a ‘contra-split’ of their shares, equivalent to one new share for every 45 existing shares. They will also be asked to approve some new corporate by-laws for the company and to fix the number of directors along with their policies and remuneration plans.

Metrovacesa stopped trading in 2013 after an exclusion bid was presented by the financial institutions that ended up controlling the real estate company following the process to refinance its debt.

Currently, its capital is shared between Banco Santander (61.1%), BBVA (29.64%) and Banco Popular (9.21%), which will divest their shares with the stock market debut.

Following a capital increase amounting to €1.108 billion, which was completed by the contribution of assets from the three banks, Metrovacesa has assets worth more than €2.6 billion and a land portfolio that exceeds 6 million m2, on which 40,000 homes may be built.

Before the stock market debut, the shareholders are going to undertake another non-monetary capital increase amounting to €316.7 million, which will be submitted for approval at another shareholders’ meeting, to be held this Friday, on the first call, or this Saturday, on the second.

Loan for €250 million  

In addition, Metrovacesa is negotiating a syndicated loan with various banks. The initial idea was to structure it into two tranches: one amounting to €220 million, to be used to fund the distribution of a dividend before the company’s debut on the stock market; and another for €180 million, aimed at financing the property developer’s future operations.

According to sources familiar with the process, this first proposal has been rejected by the main entities invited to form part of the syndicate, which have asked Santander and BBVA to lower their dividend expectations. Meanwhile, Metrovacesa is preparing a new proposal that will likely decrease its debt balance by between €250 million and €400 million and eliminate the amount allocated to remunerate the shareholders.

Original story: Eje Prime

Translation: Carmel Drake

Bankia Analyses Block Sale Of Entire Real Estate Portfolio

7 November 2017 – El Economista

Spain’s banks do not want to pass up the opportunity that currently exists in the market to get rid of their toxic assets linked to the real estate sector as quickly as possible. Funds’ interest in acquiring properties and problem loans continues at the same level as during the summer, when Santander reached an agreement to transfer almost all of Popular’s real estate portfolio, worth €30,000 million in gross terms, to Blackstone.

BBVA announced a few weeks ago that it is negotiating with Cerberus to close a similar operation, although it did not share any details about the perimeter in that case. And now, it is Bankia’s turn to tread the same path and resume Project Big Bang to a certain extent, after it was suspended two years ago. The nationalised entity is currently analysing putting up for sale all of the real estate assets that it still holds on its balance sheet. The transaction would include the assets it inherits from BMN once both groups have merged at the end of this year.

This is one of the “strategic priorities” for the next few months, said Bankia’s CEO, José Sevilla, speaking recently at a press conference with analysts. He assured his audience that investors have an appetite for this type of large portfolio at the moment, unlike two years ago.

Just over €6,000 million of assets

The volume of the operation, if it goes ahead, in the end, will be significantly smaller than the deal closed by Santander, given that both Bankia and BMN have fewer foreclosed assets and doubtful debts. A significant part of their balances was transferred to Sareb in 2012 and 2013, under the framework of the bank rescue. Once the group chaired by José Ignacio Goirigolzarri has absorbed the Levante-based entity, it will have around €6,300 million in loans to property developers and foreclosed assets in total, a third of all the non-profitable assets – which include doubtful loans granted to other sectors.

Specifically, Bankia has €3,150 million in properties, with a coverage ratio of 34%, whilst BMN has €1,470 million, with provisions covering 28% of its risk. In terms of financing to property developers, the volume managed by Bankia amounts to almost €1,100 million and the amount handled by the bank led by Carlos Egea amounts to approximately €600 million.

Commercial focus on companies with a service platform

Between now and the end of the year, Bankia is going to place its commercial focus on the business segment, for which it has created a platform for services that complement financing. According to the director of this business, Gonzalo Alcubilla, access to loans is no longer a concern for companies and so now, they are asking about how to enter new markets and secure new clients to increase their turnover.

In fact, Bankia currently rejects fewer than 10% of the loan requests its receives. In this context, it has created “Soluciona Empresas”, a pack of free digital tools that helps businesses take management decisions, such as advice regarding exporting overseas. The platform may be used both by companies that are clients of the entity as well as by those that are not, according to Alcubilla speaking on Monday at the presentation of the instrument. The tools are grouped together for three purposes: to sell more, manage risks and obtain resources.

Original story: El Economista (by Fernando Tadeo)

Translation: Carmel Drake

Juan Pepa Leaves Lone Star For Pastures New

7 November 2017 – El Confidencial

Juan Pepa was the first person to seriously back the Spanish property development market and, having reaped the rewards, the Argentinian director has decided that now is time for a change of scenery. Mr Pepa (pictured below left), leader of Lone Star in Spain, will hand over control of the US fund next month, to undertake new projects in the country from January onwards, according to sources familiar with his decision. The man himself declined to comment on the news.

With Mr Pepa’s departure, a cycle closes in the real estate market. Having starred in many of the large property-related operations in the Spanish market in recent years, the jewel in his crown was the creation of the property developer Neinor. It was the first firm of its kind to debut on the stock market in almost a decade, and it has seen its share price appreciate by 9% since it first listed in March.

Lone Star created that housing giant after acquiring Kutxabank’s real estate business, in December 2014, for €930 million, an operation that represented the largest sale of a real estate company in Spain since 2007. A year later, the company debuted on the stock market with a capitalisation of €1,300 million.

Mr Pepa’s commitment to the Iberian peninsula has allowed Lone Star to become one of the major players in the economic recovery, a prize that came after it had dared to buy assets at the height of the crisis when most other funds were withdrawing.

Project Octopus

It was in this context that Mr Pepa managed to secure another one of his key milestones, the purchase of Eurohypo’s Spanish real estate together with JP Morgan. Baptised as Project Octopus, this portfolio comprised more than €4,000 million real estate loans in Spain and Portugal.

One of the assets that the firm ended up controlling as a result of this purchase was the Adequa office complex, which was owned by Bami until Lone Star executed the debt that it held and opened a process to sell the property. The buyer was another one of the main players that has turned the sector around, Merlin, with an offer of €380 million.

In Portugal, Lone Star has just completed the purchase of 75% of Novo Banco, another one of the legacies that Mr Pepa will leave behind. Many investors expect to soon see a recovery in Portugal similar to the one already being enjoyed in Spain.

In fact, in addition to the assets from Octopus, in recent years, the fund has taken other positions in the neighbouring country, such as a 2,000-hectare plot of land that it acquired from Catalunya Banca in the Algarve for €200 million.

Despite all of these achievements, Juan Pepa leaves Lone Star with the bitter taste after he was unable to win his last big battle: the €30,000-million portfolio of toxic assets from Banco Popular that Santander sold in the summer. His fund had featured amongst the favourites but the portfolio ended up being awarded to another investment giant: Blackstone.

Original story: El Confidencial (by Ruth Ugalde)

Translation: Carmel Drake

Santander Wants To Sell RE Assets Worth €6,000M In 1 Year

30 October 2017 – Voz Pópuli

Banco Santander does not want to stand idly by following the sale of Banco Popular’s real estate. After the completion of that operation (the largest ever real estate transfer in Spain), the entity chaired by Ana Botín wants to continue accelerating its real estate clean up. In this way, it plans to reduce its real estate exposure by more than €6,000 million over the next year.

That would mean that Santander’s real estate balance would decrease by half, given that it currently amounts to around €12,300 million in gross terms (excluding provisions).

According to the bank’s CEO, José Antonio Álvarez, speaking at the results presentation, the objective is for the entity’s real estate exposure “to be immaterial” by the end of 2018.

This immateriality means having a net balance of between €1,000 million and €2,000 million left on the balance sheet within 14 months, besides the rental properties, explained the banker. That, in turn, means selling around €6,000 million (in gross terms) and leaving around €6,000 million on the balance sheet.

The numbers

In this way, Santander España’s net exposure to the real estate market is €5,900 million. The entity has an average coverage ratio of 52% over these assets, which means that their gross value is €12,300 million.

Of those €5,900 million, €3,372 million are foreclosed assets, €1,203 million are rental properties and €1,325 million are delinquent real estate loans.

In August, Santander agreed to transfer almost €30,000 million (in gross terms) of Popular’s property to Blackstone. Specifically, the bank sold 51% of a new real estate company, for €5,100 million and retained ownership of the remaining stake.

In terms of the rest of the real estate assets on its balance sheet, Santander could undertake similar operations, although it will also continue to analyse sales through the retail network and the option of putting properties on the market through Socimis. Both the Spanish bank and its competitors are under pressure from the ECB to get rid of the real estate on their balance sheets as soon as possible.

Meanwhile, Santander is negotiating with Värde Partners, owner of 51% of WiZink, to repurchase Banco Popular’s customer card business and to sell it Barclays and Citi’s business in return.

Original story: Voz Pópuli (by Jorge Zuloaga)

Translation: Carmel Drake

KKR Finalises Its Purchase Of Hipoges & The Pepper Group

24 October 2017 – Voz Pópuli

The investment giant KKR is multiplying its commitment to Spain. The US fund is on the verge of signing two operations, which will see it obtain real influence in the property and financial sectors. Moreover, it is participating in other major processes to purchase portfolios of banking assets, such as Project Invictus, although Bain Capital is expected to be victorious in that case.

The next operation to be signed in the market is the deal involving Hipoges. And according to financial sources consulted by Vozpópuli, KKR has imposed itself in the sales process of that recovery and real estate asset management platform, which was founded in 2008 by former directors of Lehman Brothers.

KKR’s offer has convinced the vendors – comprising the main directors and the fund Cerberus, which holds a 40% stake – ahead of the bid submitted by the British group Cabot. Sources in the market estimate that the price will amount to €25 million – €30 million in the end.

With the purchase of Hipoges, KKR will be able to compete on equal terms to acquire large portfolios of problem assets from the banks. In this regard, four large funds dominate the market: Blackstone, owner of the platform Anticipa and now Aliseda; Apollo, which controls Altamira; Cerberus, a shareholder of Haya Real Estate; and Lone Star, the main investor in Neinor. KKR is led in Spain by Jesús Olmos and Alejo Vidal-Quadras (pictured above).

Other funds in this league include TPG, which owns 51% of Servihabitat, although it has maintained a rather low profile in recent months; and Oaktree, which manages its assets through Sabal Financial.

What is Hipoges?

Hipoges is one of the main independent servicers, alongside Finsolutia, TDX Indigo and Copernicus. It has 200 employees across four countries and it manages loans and properties worth €8,000 million.

On the other hand, KKR is currently finalising the takeover of the Australian firm, the Pepper Group. That consumer financing institution has a lot of activity in Spain, through 300 employees, and has just made the leap into traditional banking with the acquisition of a small Portuguese entity, which also has a branch in Madrid: Banco Primus. As such, Pepper will soon start to grant mortgages in Spain.

Pepper was one of Banco Popular’s partners, in one of the last alliances to be signed by Ángel Ron; however, it only lasted for a few months until Emilio Saracho broke off the agreement.

The group will be an investee company and so the executives of KKR are not expected to get involved in the management of the company beyond sitting on the Board of Directors of the holding company in Australia. Even so, Vidal-Quadras has participated in the operation to value the business in Spain, and so his opinion will be taken into account when determining the financial entity’s strategy.

Original story: Voz Pópuli (by Jorge Zuloaga)

Translation: Carmel Drake

Blackstone To Merge Popular & Sabadell’s Hotels To Create Tourism Giant

18 October 2017 – El Confidencial

Blackstone has surprised the market once again with the purchase of the hotel company HI Partners from Banco Sabadell for €630.7 million; the operation will turn the fund into one of the major players in the Spanish tourism sector overnight. Nevertheless, this acquisition is actually just the tip of the iceberg of a much larger objective, which is directly linked to the largest real estate operation seen in Europe in recent times: the €30,000 million in toxic assets that Blackstone acquired from Santander-Popular in the summer.

That huge portfolio, comprising foreclosed properties and non-performing loans, contained €800 million linked to hotel assets, some of which Blackstone wants to use to fatten up HI Partners’ portfolio, according to sources in the know. Those same sources define that move as a medium-term strategy, which will allow it to create a hotel giant, capable of competing with other large platforms such as Hispania, before debuting it on the stock market in a few years time.

Although the fund analysed its purchase of Sabadell hotels as a stand-alone operation, Blackstone’s roadmap forecasts the possible generation of synergies with its other large portfolio of hotel assets in Spain, in other words, those proceeding from Banco Popular.

As El Confidencial published, when Blackstone definitively closed the purchase of 51% of the Santander-Popular portfolio, the fund’s objective was to gradually divide it up, taking advantage of the range of vehicles that it already owns in Spain, such as the Socimis Fidere, Albirana and Corona Patrimonial, and undertake direct sales of both assets and debt portfolios.

HI Partners now forms part of that same strategy. The plan is to transfer only those hotels that comply with the group’s business model, which focuses on high category coastal hotels and very selective urban establishments. The Hilton Inn Sevilla, Gran Hotel La Toja in Pontevedra, Tamisa Golf in Mijas and Hotel Ayre in Oviedo are some of the assets that were held under the Popular umbrella.

Nevertheless, given that the bulk of this portfolio is debt whose collateral are these establishments, the transfer of the assets chosen to form part of HI Partners will have to be performed gradually, on an asset by asset basis, depending on the progress of the negotiations regarding the loan status in each case. Blackstone has time on its side since its objective with these acquisitions is to take advantage of the growth curve of the Spanish tourism sector and to do so through an asset repositioning strategy.

Management team

After selling HI Partners, along with its 14 best establishments, Sabadell will now continue with more than a dozen lower category hotels under its umbrella, which it plans to transfer gradually. All of the bank’s debt secured by hotel collateral also remained inside its perimeter for the time being; until now that was being managed by the team led by Alejandro Hernández-Puértolas and Santiago Fisas, and it will probably end up being sold off through Solvia.

The HI Partners management team will continue to be linked to the hotel group even after the completion of the sale to Blackstone, once the operation has received the green light from the Competition authorities. The team will face the challenge of continuing to make the company grow by repositioning the hotels, like they have been doing since 2015, in line with Blackstone’s plans for Popular’s establishments.

Original story: El Confidencial (by R. Ugalde)

Translation: Carmel Drake

Blackstone & Apollo Vie For BBVA’s Remaining RE

18 October 2017 – Expansión

BBVA’s real estate portfolio is sparking a lot of interest in the market. The bank is holding exclusive negotiations with Cerberus to sell its real estate manager Anida along with around €4,000 million in foreclosed assets and non-performing real estate loans. But, other investment funds do not want to miss out on the assets that they consider to be juicy and so are setting their sights on the rest of the portfolio.

Financial sources indicate that other funds, such as Apollo and Blackstone, have expressed their interest in the loans and assets linked to the property that do not end up being included in the perimeter of the portfolio sold to Cerberus. BBVA has a gross exposure to the real estate sector in Spain of €20,190 million, and so Cerberus will be acquiring around 20% of the total. The entity currently has a coverage ratio of 57% over its real estate exposure after recognising provisions amounting to €11,431 million in total, according to data as at June, the date of the most recent audited accounts. Moreover, according to sources familiar with the deal, during the negotiations, Cerberus has communicated to BBVA its intention to purchase more than the aforementioned €4,000 million in doubtful loans and foreclosed assets.

Advanced phase

The conversations with Cerberus began before the summer and are now in a very advanced phase. The operation is expected to close before the end of the year, explain sources in the sector.

BBVA’s real estate activity is grouped around Anida. The bank is one of the few entities that retained full control over its real estate business. During the crisis, several banks sold their managers to specialist funds to accelerate the divestment of their problem assets. BBVA’s plans now involve the deconsolidation of its real estate risk.

Some of the sources indicate that Cerberus decided to bid aggressively to acquire Anida after failing to get past the first round of the bidding for Popular’s toxic real estate. Its desire is so great that even the most senior figure at the firm, John Snow, met with the President of BBVA, Francisco González, to make their interest clear. In fact, Cerberus is hoping to acquire 100% of Anida, according to sources in the sector.

More than a dozen large international funds are currently buying real estate assets and loans in Spain. They include Blackstone, which reached an agreement with Santander to acquire 51% of the company created for shelving Popular’s problem assets. Meanwhile, Bain Capital is holding exclusive negotiations with Liberbank to purchase a portfolio of property worth €700 million.

Original story: Expansión (by R. Ruiz and R. Sampedro)

Translation: Carmel Drake

Popular Values The Complex That Was Going To House Its New HQ At €400M

17 October 2017 – Expansión

Popular has increased the book value of the real estate complex that was going to house its future headquarters to almost €400 million. The complex, which is still under construction, is being built on two plots that Popular purchased from Vocento in 2008. The plots span a surface area of more than 100,000m2, alongside the A2 motorway in Madrid. The market valuation of the headquarters could amount to €200 million, according to calculations by real estate experts.

The property is one of the unique assets inherited by Santander following its purchase of Popular. For the time being, the group will retain control of the headquarters, given that it has not been included in the batch of assets that Santander is going to transfer to the company that it is going to constitute together with Blackstone. That new company, in which the US firm is going to hold a 51% stake and Santander a 49% stake, will manage the damaged portfolio inherited from Popular. The company will be born with assets on its balance sheet with a gross value of €30,000 million.

Two buildings

The corporate complex of the former Banco Popular comprises two independent buildings, located on both sides of the A2. One of them, on Calle Abelias, is already finished. The second, on Calle Juan Ignacio Luca de Tena, is still under construction. The initial forecast was that the building work would be completed this autumn.

The book value of the property on Calle Abelias amounts to €132 million, according to the most recently published figures, which relate to December 2016. Of that total value, €44 million relates to the cost of the land and €93 million to the investment in the construction of the building. The sum of those two figures equals €137 million, from which €5 million has already been deducted for cumulative depreciation, to arrive at the aforementioned figure of €132 million.

In terms of the building on Calle Luca de Tena, the cost of the land amounts to €112 million. Meanwhile, the value of the construction in progress amounts to €149 million at year-end, up by €74 million compared to 2015. The sum of the two figures gives a global value of €261 million.

The property that has already been finished, on Calle Abelias, was inaugurated in January 2013 and houses Popular’s technological headquarters. The IT migration is one of the most sensitive elements of the merger currently underway between Santander and Popular (…).

Four headquarters

Following the purchase of Popular, Santander now has four large corporate centres in Madrid. On the one hand, it has the Ciudad Financiera, its central headquarters, located in the Madrilenian town of Boadilla del Monte. That building was inaugurated in 2004, has a surface area of 250 hectares and comprises nine office buildings (….). Santander also owns Banesto’s former corporate complex, located on Calle Mesena in Madrid, which is home to the Santander España division. Meanwhile, the group owns the historical headquarters of the now extinct entity Banif, specifically, the small palace located on Castellana 24, which has housed the central services of Openbank, the group’s digital bank since this summer.

Original story: Expansión (by M. Martínez)

Translation: Carmel Drake