BlackRock Acquires 3% Of Hispania’s Share Capital

22 September 2016 – Expansión

BlackRock has acquired shares in the Socimi in which George Soros and John Paulson also own stakes. According to Spain’s National Securities and Exchange Commission (CNMV), the private equity firm has acquired a stake of 3.28%, worth around €42 million, at current market prices.

The US fund has thereby extended the stakes that it already held in a large number of Ibex 35 companies to the Socimi sector, including the Socimi Merlin Properties. BlackRock owns almost 4.8% of that company, which is controlled by Ismael Clemente, although that percentage may vary as a result of the merger with Metrovacesa and the entry of banks such as Santander and BBVA into the Socimi’s share capital.

In the case of Hispania, BlackRock has acquired a package of 3.54 million shares in one of the first Socimis ever launched in Spain, which represents 3.28% of its share capital, according to the CNMV’s registers.

Investors

BlackRock has whereby joined a list of distinguished foreign investors with stakes in Hispania, which include: George Soros, the firm’s main shareholder with a stake of 16.6%, John Paulson, who controls 9.8% of the Socimi’s capital, the fund Fidelity (6.4%), Canepa Management (5.9%) and Cohen & Steers (3%), amongst others.

Hispania holds a portfolio of assets, worth around €1,627 million at the end of the first half of the year, which represented an increase in value of 7.5% with respect to the start of the year and 14.2% compared to the previous year.

The Socimi chaired by Rafael Miranda made €120 million during the first half of the year, up by 110%, and generated revenues of €60.8 million, up by 60%.

Original story: Expansión

Translation: Carmel Drake

Lar Buys Gran Vía de Vigo Shopping Centre For €141M

8 July 2016 – Expansión

The Socimi Lar España is strengthening its position in the shopping centre market. The company has reached an agreement with the investment firm Oaktree to acquire the Gran Vía de Vigo shopping centre for €141 million. The deal is expected to be signed in Q4 2016.

Gran Vía de Vigo was acquired by Oaktree in 2014 for €115 million. This is the second purchase that Lar has made from the US fund in less than a year, after the Socimi bought the Megapark Barakaldo shopping centre in Vizcaya last October for €170 million.

The shopping centre – one of the largest in Galicia, along with Marineda City, in A Coruña – has a retail area of 41,246 sqm. The centre, opened in June 2006, spans three floors dedicated to retail space and another three for parking, with capacity for more than 1,700 cars.

Capital increase

In order to raise finance, the company has launched a capital increase amounting to €47 million through the issue of 30 million new shares with a subscription value of €4.92.

The company will use these funds to expand its current portfolio of assets. Specifically, Lar has identified investment opportunities in the market amounting to €838.5 million in total, including this shopping centre. 81% of those assets under analysis are shopping centres, 14% are offices and the remaining 5% are other types of properties.

The capital increase will be performed with subscription rights. The company indicates that, just like happened a year ago in its previous capital increase, a “solid base” of the existing shareholders have expressed their intention to execute those rights. The company’s main shareholders include the Spanish (fund) manager Bestinver, controlled by the Entrecanales family, as well as international funds, such as Pimco, BlackRock and Franklin Templeton.

JP Morgan and Morgan Stanley are acting as coordinating entities and they have underwritten the capital increase, together with Fidentiis.

The Chairman of Lar España, José Luis del Valle, indicated that this increase reflects “the strength and attractiveness” of the Socimi and adds value to its capacity to go to the capital markets with guarantees of success.

Lar España owns assets worth €1,003 million in total. Of those, €728 million corresponds to the acquisition of 13 retail spaces (shopping centres) in Madrid, Valencia, Sevilla, Alicante, Cantabria, Lugo, León, Vizcaya, Navarra, Guipúzcoa, Palencia, Albacete and Barcelona; €150 million relates to four office buildings in Madrid and one in Barcelona; €70 million corresponds to four logistics assets in Guadalajara and one in Valencia; and €55 million relates to a residential property on Calle Lagasca, 99 (Madrid).

Original story: Expansión (by Rebeca Arroyo)

Translation: Carmel Drake

Merlin & Metrovacesa May Join Forces To Create Housing Socimi

14 June 2016 – El Confidencial

Create the largest Spanish housing Socimi. That is the plan that two giants in the sector, Merlin and Metrovacesa, are currently working on. For weeks now, they have been negotiating the creation of a joint vehicle, into which they would merge the residential assets that they currently rent out.

In total, these two giants together own almost 5,000 homes, of which, just over 1,500 would be contributed by the company chaired by Ismael Clemente, whilst the rest would come from Metrovacesa, which, in turn, has inherited most of those assets from its shareholder banks, above all the former Banif Inmobiliario fund, from Santander.

But, in addition, one of the points that they are analysing during these preliminary conversations is the possibility that both the entity chaired by Ana Botín, as well as its partner in Metrovacesa, BBVA, would benefit from this new company by injecting other homes that they currently hold on their balance sheets, which could add another 5,000 homes into the future vehicle.

If this marriage is consummated, the two parties would end up finding a solution to their respective problems. On the one hand, since it acquired Testa and inherited its residential assets, Merlin has been trying to remove them from its perimeter, given that its strategy is to focus on offices, logistics assets, retail premises and shopping centres.

On the other hand, for Metrovacesa, the main obstacle is management, given that the profound metamorphosis that the company has undergone in the last year, with the receipt of more than €1,000 million in assets and the carve out of its residential business, has converted the group into a giant that is still in the process of adapting to its own size.

Moreover, the complex times that the banking sector is experiencing, with a decrease in margins due to the low interest rate environment and the new regulations that are attacking its real estate assets, are putting pressure on the entities to put their large property portfolios on the market.

Although Rodrigo Echenique, the Chairman of Metrovacesa and a strongman at Santander in Spain, foresaw the recovery that the sector has undergone in the last two years and so decided to put a stop to his company’s asset sales and instead consolidate most of the bank’s property into his firm’s real estate arm, he is also aware that the time has now come to reap the rewards.

In fact, according to sources in the know, these conversations are being held directly between Metrovacesa’s shareholder banks, with Santander taking the lead, with the idea that Merlin’s team would take the reins in terms of the management of the new Socimi, although the entity chaired by Ana Botín would, presumably, be the major shareholder.

Santander controls Metrovacesa, with 70.27% of its share capital, followed by BBVA, which owns 20.52% and Popular, which owns 9.14%, whilst the remaining 0.007% is held by a small group of minority shareholders. By contrast, Merlin does not have a majority shareholder; most of its capital is traded freely on the stock market (free float), although several funds, including Blackrock, Fidelity, Invesco and Principal Financial Group, own significant positions. (…).

Original story: El Confidencial (by Ruth Ugalde)

Translation: Carmel Drake

The 4 Largest Socimis Have Raised €3,000M In 1 Year

13 June 2016 – Cinco Días

George Soros has just endorsed his commitment to the Socimi Hispania. Soros Fund Management, managed by the US magnate, subscribed once again to his share of the Socimi’s second capital increase, in which he is the majority shareholder. It is the most visible example of how international investors are still interested in these specialist listed real estate investment vehicles.

Since their creation, the four largest Socimis have raised more than €5,350 million in own funds, primarily from institutional funds and investors. In their respective debuts on the stock market, which all took place in 2014, they raised €2,600 million. Since then, all of them have also raised additional resources through capital increases. In total, they have raised €2,746 million of new financing in this way in the last 12 months.

Hispania completed the most recent operation at the beginning of June amounting to €230.6 million, and Soros participated in order to maintain his 16.7% stake, which required an investment of around €38 million. It was the second operation of its kind, after the Socimi undertook an accelerated placement in 2015 to raise a further €337 million. Its main investors include the international funds Paulson&Co and FMR.

The special tax framework that applies to Socimis, which has revitalised these firms since 2014, establishes that they are exempt from Corporation Tax, although they are obliged to distribute an annual dividend, on which its shareholders are taxed. These structures, which already existed in the USA (known there as REITs), have attracted international funds, who are backing the recovery of the real estate sector in Spain. The assets of the large Socimis, worth €9,235 million at the end of 2015, are rented out and include office buildings, shopping centres, bank branches, other premises, hotels and logistics warehouses.

The largest Socimi Merlin Properties, which is listed on the Ibex 35, has also completed two capital increases to raise €1,650 million. It completed its second round in August 2015, to raise €1,034 million, the largest in this sector. Following its purchase of Testa from Sacyr, the company chaired by Ismael Clemente now owns assets worth more than €6,050 million. Its shareholder structure is very fragmented and includes fund such as Blackrock, Invesco and Principal Financial Group.

Axiare Patrimonio, led by Luis López de Herrera-Oria, also raised €395 million in a capital increase last June. Finally, Lar España – which specialises in shopping centres – issued new shares worth €135 million last summer.

Original story: Cinco Días (by Alfonso Simón Ruiz)

Translation: Carmel Drake

BlackRock Increases Stake In Merlin & Invests In Lar

25 September 2015 – Cinco Días

The fund BlackRock has strengthened its commitment to the Spanish Socimis, by increasing its stake in Merlin Properties to exceed the 5% threshold and by acquiring a stake in Lar España, snapping up 3.41% of the company’s shares.

In this way, the fund now has a combined total investment worth approximately €200 million in these two companies, based on the respective, current prices of the two companies on the stock market.

Specifically, BlackRock has increased its stake in Merlin from 3.20% to 5.516%, according to the register of Spain’s National Securities Market Commission (CNMV).

The fund increased its shareholding in Merlin, currently valued at €188 million, after the Socimi took control of Testa, the former subsidiary of Sacyr. Merlin, which is led by Ismael Clemente, plans to merge with Testa and whereby create the largest real estate company in the country, with total assets worth more than €5,000 million.

UBS also holds a stake of around 4% in this listed company.

Meanwhile, the shareholding acquired in Lar España is worth around €18 million. In this case, BlackRock joins several other investment funds and companies that already hold shares in the Socimi, such as Franklin Templeton Institutional, Pimco, Ameriprise Financial and Bestinver.

This summer, Lar España closed a €135 million capital increase and it will use the funds to continue its growth plans through the purchase of new assets.

Corpfin’s debut on MAB

Meanwhile, Corpfin Capital Prime Retail, the Socimi that manages retail premises on the some of the country’s most important high streets, will debut on the Alternative Investment Market (‘Mercado Alternativo Bursátil’ or MAB) today at a price of €1.60 per share, which values the company at €23.28 million.

Autonomy’s IPO

Corpfin will be the tenth Socimi to go public on the MAB after yesterday’s debut of Autonomy Spain Real Estate, whose shares closed trading up 1.52% at €16.75 per share. The company owns six office buildings.

Original story: Cinco Días

Translation: Carmel Drake

NH Appoints 2 New Directors Despite Protests From HNA

22 June 2015 – Cinco Días

On Friday, the fund Oceanwood, which controls 7.58% of NH’s share capital, managed to take a seat on the hotel chain’s Board of Directors, despite HNA’s efforts to the contrary. HNA had tried to avoid the appointment of any new directors, by requesting the inclusion of an additional item on the agenda of the shareholders’ meeting, to limit the number of Board members to 11, even through the company’s bylaws provide for a maximum of 20.

The Chinese group HNA, which holds a 29.5% stake in the hotel chain, justified its proposal as being “in the interests of greater legal certainty”, even though the investment funds (other NH shareholders) had requested a seat on the board. HNA’s position meant that the funds’ entry depended on one of the existing seats being vacated.

Although the item (the vote regarding a reduction in the size of the Board) is still on the agenda of NH’s shareholders’ meeting, which will be held on 29 June, the management body decided to appoint two new directors on Friday, in support of their goal to strengthen “their commitment to transparency and good governance”. And so, Alfredo Fernández Agras was appointed as a proprietary director, at Oceanwood’s request, and Koro Usarranga Unsain was appointed as an independent director. These appointments must now be ratified by the shareholders.

Thus, NH has 13 members on its Board of Directors once more; the number had decreased to 11, after Intesa San Paolo’s exit from the hotel chain’s share capital. The company said yesterday that “the new governance structure strengthens the composition of the Board of Directors over the long term and achieves representation of all stakeholders in line with best corporate governance practices”. According to the company, the decision was taken by “unanimous vote of all of its Board members”.

The fund Oceanwood acquired capital in the hotel group after Santander placed 8.5% of its capital in the market. Santander had, in turn, received the stake from Grupo Inversor Hesperia as payment for some of its debt. BlackRock and Henderson then also became shareholders. These funds requested that NH’s Board strengthen the role of its independent directors to prevent the Chinese group HNA from strengthening its stake and position on the management body, without launching a takeover – it is not obliged to do so until its shareholding exceeds 30% – . HNA has four seats on NH’s board, compared with Hesperia, which has two.

Original story: Cinco Días (by L.S.)

Translation: Carmel Drake

HNA Seeks To Strengthen Its Position On NH’s Board

15 June 2015 – Expansión

The Chinese giant, which holds a 29.5% stake in the NH Group and has four directors on the Board, will ask the other shareholders to fix the number of board members at 11, in order to limit the advances of foreign funds.

HNA, the primary shareholder of the NH Group, with a 29.5% stake, will ask the hotel group to fix the number of members on the Board of Directors at 11, at the AGM on 29 June. HNA justifies the proposal, which has been included as an additional item on the meeting agenda, as being “in the interest of greater legal certainty”.

With this proposal, HNA is flexing its corporate muscles and seeking to close the door on NH’s foreign fund investors, by making the incorporation of new directors conditional on existing positions becoming vacant.

Currently, NH’s Board of Directors comprises 11 people, even though the company’s bylaws provide for a minimum of five members and a maximum of 20…The Chinese group already holds four seats on the Board and the Hesperia investor group has two. There are three independent directors and the Chairman (Rodrigo Echenique) and CEO (Federico González) also hold a seat each (…).

In order to stand up to NHA, three overseas fund managers (Oceanwood Capital, BlackRock and Henderson) purchased most of Banco Santander’s shares, which were sold on 21 May. Soon afterwards, Oceanwood, which holds a 7.7% stake, formally requested to join NH’s board (…).

The fear of the funds (minority shareholders) is that, if there is no increase in the number of independent directors, then HNA will strengthen its control over NH without having to launch a takeover bid (OPA) for the shares (…).

On the other side of the table is HNA, an Asian giant, which has demonstrated its desire to take control of the Spanish chain, since it first acquired a stake in the group in 2013. It seeks to continue as a major shareholder, but without acquiring 100% of its shares (…).

In parallel, HNA has opened the door to the Asian market to its investment company. Both companies created a joint venture with a Chinese majority, which will allow NH to debut in the country. In 2015, the Spanish chain will manage six hotels (in China) and the aim is to exceed 30 properties under management over the medium term.

Meanwhile, NH is continuing to improve its results. Between January and March, it generated revenues of €272.3 million and reduced its net losses by 24.7% to €29.1 million. On Friday, NH’s share price was down by 1.63% to €5.11.

Original story: Expansión (by Yovanna Blanco)

Translation: Carmel Drake

NH’s Minority Shareholders May Ask To Join The Board

29 May 2015 – Expansión

29 June / The agenda for NH’s shareholders’ meeting does not currently include the appointment of any new directors. UBS now holds a 4.36% stake.

In the interests of progress in terms of corporate governance and to increase transparency, many listed companies, including the NH Hotel Group, are adapting their corporate bylaws to the new Capital Company Act. Thus, NH will include a item on the agenda of its shareholders’ meeting, which will be held on 29 June, about the reasonable balance of its board of directors, whose composition should reflect the relationship between the stable and free-floating capital.

In fact, the composition of NH’s board of directors has sparked unrest amongst the fund managers and minority shareholders due to the hotel group’s decision to not cover the two vacant positions left by Intesa Sanpaolo, when it sold its shares, by independent directors. Yesterday, their fears were confirmed. The agenda for the shareholders’ meeting includes the ratification of two directors – Francisco Román as an independent director and Ling Zhang as a representative of HNA, the majority shareholder of NH – and the renewal of two other directors – José María López-Elola, as an independent director and José Antonio Castro, as a representative of the Hesperia Group. There was no mention of any new appointments.

NH’s board comprises 11 people in total: four representatives of HNA – which holds a 29.5% stake -, two from Hesperia – with a 9.09% stake -, three independent directors, the CEO – Federico González Tejera – and the Chairman – Rodrigo Echenique-, who continues in the role despite the exit of Banco Santander, the shareholder that he previously represented.

Nevertheless, the composition of the board may change in the short term. The 8.56% stake held by Santander was distributed amongst three (fund) managers, which already held stakes in NH: BlackRock, Oceanwood and Henderson. The first two now hold more than 7.5%. The funds, which have shared their concerns about the reduction in (the size of) the board with NH, will request their own inclusion on the board of directors and their request may be discussed at the shareholders’ meeting. According to the bylaws, shareholders that represent at least 3% of the share capital have five days following the announcement of the shareholders’ meeting to request the inclusion of one or more items on the agenda.

Meanwhile, UBS now owns a 4.36% stake. On 21 May, the Swiss bank purchased 9.13 million shares from Santander for €46.57 million.

The Chairman

Rodrigo Echenique received €300,000 in 2014. This year, he will receive €200,000, i.e. 33% less.

The CEO

Federico González Tejera, the CEO, earned €1.62 million (in 2014), up 34%. His variable salary amounted to €788,000.

The other board members

In addition to Echenique and Tejera, the 16 people that held positions on the board in 2014 received €692,000 in total.

Original story: Expansión (by Yovanna Blanco)

Translation: Carmel Drake

BlackRock & THS Strengthen Positions in NH´s Capital

25/01/2014 – Expansion

The evolution of the NH Hotel Group has shot the interest of the funds participating in its capital up. They doubled their stake at the chain chaired by Rodrigo Echenique. Both the U.S. management company BlackRock and the British Taube Hodson Stonex (THS) have taken advantage of Bankia´s leave and bought shares, empowering their postition in the capital´s holding.

According to the sources from the market, BlackRock, the third main shareholder with 5.62% could have raised the percentage of holding up to 9%, equal to 10 millions of titles. On the part of THS, holding 3.89%, it could go up to 5%. At the moment none of the companies informed the CNMV about the new share purchase. The only investment it reported was the one in the Swiss bank UBS that bought 13.49 million shares for more than 66 million Euros, which deed allowed it to reach 5.44%.

Divestment

BlackRock and THS have been shareholders in NH for 5 months by now. Their entrance converged with the first divestment wave in the old saving banks that benefited from the bullish rally in the urban chain in order to bring their hotel adventure to an end.

Thus, Novagalicia Banco, Banco Mare Nostrum and Kutxabank, historic partners of NH, sold 9,3%. Weeks later, the wake was followed by Ibercaja that owned 4,03%. The bank´s leave gave way to the new profile investors, funds, by now unknown to NH but common in other tourism enterprises like IAG (holding of Iberia and British Airways) and Amadeus. Apart from BlackRock and THS, another manager company, Fidelity, acknowledged its 1,46%.

(…) The banks are not the only ones to plan diverse investments in NH.

In 2013, after many failures, the Chinese conglomerate company HNA entered in the capital paying 234,5 millon Euros for 20% of NH. Several months later, it came to agreement with Amancio Ortega, the owner of the textile imperium Inditex, that bought 4,05% for about 50 millons, (…).

After the rearrangement, NH Hotel Group has slightly reduced its core shareholder structure where Hesperia with 20,07% of capital was left, as well as Intesa Sanpaolo holding 4,52%.

What is more, in 2013  the company cleared the financial agenda and obtained liquidity with a new syndicate credit for 200 million Euros, the obligations issue for 250 millions and another issue of the convertible bonds for the same amount. The operative plan´s strategy for five years includes abandoning between 30 and 40 hotels and incorporating 72 establishments and 11.000 rooms in order to grow in size. The plan considers exceeding 200 millions of EBIDTA.

NH does not foresee returning to black numbers by 2016. It lost 18,53 millon Euros last year, juxtaposed next to 292 millons from 2012, according to Bloomberg´s analysts. The revenues increased by 1%. On the stock market, the titles awarded yesterday 3,4% to 4,55 Euros. In 2014, 6,18% has been revised.

Source: Expansión

BlackRock, the greatest managing company in the world, enters NH thanks to the Spanish recovery.

The recovery of the European economy in general, and the Spanish one in particular, starts to have credit among the great international investors. Due to this Blackrock, the greatest managing company of investment funds in the world, has taken a significant acquisition of interest in NH Hoteles, joined by the fund Taube Hodson Stonex (THS), according to sources aware of the operation. Both firms are the same that acquired two participations in Sacyr Vallehermoso in June, thanks to the improvement prospects in our country. In both cases, they have carried out their investments through JB Capital, the broker from Javier Botín, son of Emilio Botín.

These participations, which have to be communicated to the National Share Market Association in the next few days, have been acquired in the last two stock market sessions. On Friday both firms, along with some smaller funds, acquired the 4,3% of the hotel chain in the hands of Novagalicia and BMN at 3,44 Euros per share, for an amount of 46 million Euros, as advanced by El Confidencial. On Monday, this continued with the acquisition of the 5% in the hands of Kutxabank at 3,85 Euros (the value rocketed on Friday thanks to the operation) for 59,32 million Euros. And it could have been much greater if Bankia had agreed to sell the 12,5% of NH to these managing companies, something which was not accepted by José Ignacio Gorigolzarri as he hopes to sell at a higher price.

BlackRock is the greatest managing company in the world based on the patrimony they manage, 3,45 billion dollars (2,6 billion Euros), while THS is a specialized boutique with a volume of 5.400 million dollars (4.401 million Euros). Its main investment bet right now is Spain, as expressed in its webpage, where it assures that ”although it is still trendy to discard Spain, right now it offers the best growth and value opportunities of the developed world.

Regarding NH, the consulted firms assure that it is a company which offers a high reciprocity with the economic recovery in Spain and Europe, as the hotel chain is present in several countries of the Old Continent. It is also a clear example of the way to leave the crisis behind: reduction of debt and sale of assets. The investors think highly of the new managers of the company lead by Rodrigo Echenique, the former “man in charge of everything” of Botin at Santander.

These two firms started their bid for Spain in June, when they joined Sacyr Vallehermoso: BlackRock acquired 3,1% of the capital and THS, 5,9%. At that time the sellers were also former savings banks, which are amid a process of sale of assets, either because they are obliged by Brussels (the nationalized ones), or because they wish to reduce their leverage (all of them).

The construction company is considered one of the companies which will benefit more from the Spanish recovery. It has its own story: it has refinanced its debt until 2015, it is possible that it will sell assets such as the real estate company Testa and Repsol- the origin of the shortfall created by Luis Del Rivero- is near 20 Euros, a level which would allow it to undo its position of 9,38% of the capital without losses and return its enormous debt to banks. (…)