Criteria Finalises the Purchase of a 8,000 m2 Building in 22@ for €35M

9 April 2019 – Eje Prime

InmoCaixa, the real estate arm of La Caixa’s holding company Criteria is finalising the purchase of a 8,000 m2 building located at number 331 Calle Llull, in the 22@ district of Barcelona.

The building is managed by the German fund manager GLL and the purchase price is reported to amount to €35 million.

The property is currently leased in its entirety, mostly to Torraspapel, the paper company belonging to the Lecta group, which occupies 7,000 m2.

Original story: Eje Prime 

Translation/Summary: Carmel Drake

Criteria Raises the Price of the Plots for Hard Rock Café Complex in Tarragona

8 October 2018 – El Confidencial

Criteria, the holding company of the investment companies owned by La Caixa, has increased the price of the plots on which Hard Rock Café Entertainment World is set to be built. The new leisure and casino complex is due to be constructed in Tarragona, next to Port Aventura. That is according to explanations provided by sources in the real estate sector to justify the delay in the project, formerly BCN World, which constitutes the largest foreign investment pending in Cataluña and which will involve the disbursement of €2 billion in total.

Criteria had closed an option to sell the land worth €110 million. But that was in December 2014. Now that Hard Rock Café, a multinational from the United States of America specialising in hotel and restaurant complexes linked to casinos, wants to exercise the option, Criteria is claiming that the real estate market has recovered in the last four years and so the price needs to be updated.

Sources at Criteria declined to comment but other sources in the real estate sector explained that a new due diligence process is being carried out to determine the magnitude of the price increase. The new price is expected to amount to around €140 million, a claim that has been rejected wholeheartedly by the Hard Rock Café, which alleges, and rightly so, that the delays incurred by the project (…) which now amount to more than three years, cannot be attributed to the company.

According to the original plan, the project should have been ready by 2015. But, partly due to the withdrawal of investments, and partly due to the political instability in Cataluña, the complex has suffered various delays.

Hard Rock Café is the only company that survived the bidding process for the gambling licences and is now the main party responsible for developing the complex. The forecast investment in Tarragona amounts to €2 billion for the construction of Hard Rock Entertainment World, which will have two hotels and 1,100 rooms, a shopping area with 75 shops – which will be operated by the British giant Value Retail, owner of Las Rozas and La Roca – and a 10,000 m2 casino. The project is expected to create more than 11,000 jobs and will be carried out in phases: the first amounting to €600 million.

When the initial investor withdrew, which was led by the businessman Enrique Bañuelos, La Generalitat subrogated the option to purchase the land, as a way of ensuring the continuity of the project. But that operation is neutral. La Generalitat would only perform a transfer and the final investor would have to pay the price of the plots. The Administration does not want to assume the surcharge that the new valuation would now result in.

Different positions

Each party defends its position. For Hard Rock Café, it cannot make its company or the other investors responsible for the delays incurred and therefore, does not want to assume the additional cost.

Meanwhile, Criteria has renewed the sale option, which had a term of 18 months, on up to four occasions to ensure that the investment would not go to waste, and considers that its efforts should also be rewarded.

An agreement must be reached between the parties soon (…). This project is key for Cataluña and will only serve to turn around the foreign investment figures that have been negative for the Catalan Administration since the independence process entered its critical phase.

Licence in May

In May 2018, Hard Rock Café obtained the licence for the project, which includes the gambling licence for the casino, granted by La Generalitat. That administrative permit arrived a year late due to the political instability in Cataluña. Now, Hard Rock Café, which is owned by a tribe of Seminole Indians (Florida) has three years to submit its plans. La Generalitat expects the building work to begin in 2019. The negotiations with Criteria could mean more delays if the positions fester, warn sources in the real estate sector.

Original story: El Confidencial (by Marcos Lamelas)

Translation: Carmel Drake

Ministry of Finance Prepares an IBI Hike that will Affect 1,200 Town Halls in 2019

1 October 2018 – El Independiente

The Ministry of Finance has already prepared the list of town halls that will review the cadastral values of their urban properties in 2019. That list includes almost 1,200 town halls, equivalent to 15% of the total. That is according to an Order published in the Official State Gazette (BOE) on Saturday, which also reveals that the update coefficients will be established in next year’s Budget Law, which the Government has not presented yet.

Therefore, despite not having published its annual accounts yet and with the threat that, once they are published, it may have to adopt a more restrictive public deficit path, thanks to the situation it inherited from the previous PP Government, the ministry led by María Jesús Montero has published the mandatory order proposed in the Law to apply possible cadastral value rises that will impact the amount raised by Town Halls through taxes such as the Property Tax (also known as the ‘Impuesto sobre Bienes Inmuebles’ or IBI).

The town halls affected include Badalona (Barcelona), Cádiz, Santander, Guadalajara, Avilés (Asturias), Granada, Huesca, Lorca (Murcia), Coslada (Madrid), Las Rozas (Madrid) and Valencia.

The State’s annual accounts for 2019 are incognito and so it remains to be seen how this review of cadastral values is going to be instrumented.

Moreover, by virtue of the coefficient that is applied, the cadastral value of any given home may increase or decrease. The reason is that the coefficients are established on the basis of the year of entry into force of the last presentation of municipal values, which is basically the document that contains the criteria that are used to carry out the most recent valuations in the region.

Currently, the price per metre squared of private homes amounts to €1,587.9, the highest value since the second quarter of 2012, according to data from the Ministry of Development, which bases its figures on appraisal values.

From this perspective, in general terms, homes valued since that date will have increased in value, whilst those valued between 2008 and 2012, will have decreased. On the basis of the years of entry into force of the values, around one third of the municipalities included on this list belong to the latter group.

A decrease in the number of reviews

The cadastral value of a home is the reference value on which taxes are paid on it at a municipal level for purpose of the Property Tax (IBI), which is one of the main sources of financing for Town Halls.

In this way, unless town halls decide to introduce changes in the tax, bonuses or exemptions, increases in the cadastral value of properties typically mean a heavier burden on the pockets of citizens and, in parallel, more revenues for the town halls.

In order to carry out this review, the interested town halls must make a request each year to apply the coefficients that they establish. To do that, three requirements must be fulfilled: at least five years must have passed since the entry into force of the cadastral values resulting from the previous valuation; there must be substantial differences between the market value and those that serve as the basis for determining the cadastral values; and the town hall must file its request by 31 May.

Having fulfilled those criteria, 1,200 town halls have requested a cadastral review next year, which represents a 14% decrease compared to the number recorded last year. Moreover, that figure equals almost half the number recorded in 2007, when up to a third of all town halls, around 2,500, proceeded to apply new coefficients (…).

Original story: El Independiente (by David García-Maroto)

Translation: Carmel Drake

La Caixa Finalises its Purchase of 49.9% of Saba for €900M

6 June 2018 – Expansión

Criteria is planning to acquire 100% of the parking lot group, which has itself closed several operations in recent months, resulting in the addition of almost 15,000 parking spaces to its portfolio.

Reorganisation between the shareholders of Saba, the parking lot group controlled by Criteria (50.1%), the industrial holding company of la Caixa, and in which Torreal (20%), KKR (18.2%) and ProA (10.5%) hold stakes, along with 3,000 minority shareholders (1.2%).

Criteria is finalising the acquisition of the remaining 49.9% that it does not yet own in Saba for €900 million, according to sources in the infrastructure sector. It remains to be seen whether this operation will be completed in time to be approved at the Ordinary General Shareholders’ Meeting, which is scheduled to be held next Tuesday, 12 June. The celebration of the assembly had been postponed from 9 May precisely for the purpose of signing the deal that will see Criteria take complete control over the group chaired by Salvador Alemany.

The agenda for Saba’s General Shareholders’ Meeting includes the ratification and appointment of the company’s directors. In the event that the takeover does not take place, the most feasible option would be for another General Shareholders’ Meeting to be convened, but in that case an Extraordinary one.

The price at which Saba had been valued initially amounted to around €1.4 billion for 100% of the Catalan company, based on a multiplier of around 14 times its EBITDA in 2016. Saba’s accounts for 2017 have not been published yet, pending the General Shareholders’ Meeting next week, but a slight increase is expected both in turnover and profits, boosted by the strong performance of the firm in countries such as Portugal. In 2016, the company recorded a comparable gross profit of €94 million after generating revenues of €205 million, 66% of which were recorded in Spain.

Original story: Expansión (by M. Á. Patiño, A. Zañón & C. Morán)

Translation: Carmel Drake

Criteria to Make a Decision Regarding the Remaining 49% Stake in Saba on 24 May

23 May 2018 – Expansión 

Tomorrow (Thursday 24 May), the Board of Directors of Criteria, the investment arm of La Caixa, will make a decision regarding the future of Saba, the parking lot group of which it is a controlling shareholder, with a 51% stake. Criteria must decide whether to purchase the remaining 49% share capital currently in the hands of KKR, Torreal and ProA Capital or, by contrast, accept an offer for the purchase of 100% of the company chaired by Salvador Alemany.

According to sources close to the operation, Criteria’s position will be to emerge as the buyer, once the economic estimate of the asset has been made known, whose valuation ranges between €1.2 billion and €1.4 billion.

The investment by La Caixa’s industrial holding company will put an end to the period of uncertainty that the company has been experiencing since Torreal (20%), KKR (18.5%) and ProA (10.5%) agreed to sell their combined 49% stake in a coordinated way more than a year ago. Saba’s minority shareholders have forced this outcome. According to the shareholders’ agreements, the drag-along clause was activated in May, which means that any of the shareholders may require the sale of 100% of the company. KKR, ProA and Torreal notified La Caixa of their intention to find a buyer. According to sources consulted, Criteria has expressed its willingness to buy at the estimated prices. Several funds have also expressed their interest in Saba. As Expansión revealed in November 2017, Arcus was one of the first funds to propose an agreement. In the market, sources also point to Macquarie, which purchased Empark last year.

For Criteria, which has declined to comment, the investment in Saba would represent its first major buy-side move since it sold 10% of Gas Natural Fenosa to the fund GIP in 2016 for around €1.8 billion and following its exit this month from Abertis, after accepting the joint takeover bid presented by ACS and Atlantia. For its 18% stake in the highway group, Criteria has received more than €3 billion, which it will use to fund new investments.

The conversations have accelerated in recent weeks to the point that Saba had to postpone its General Shareholders’ Meeting. Originally, it had been convened for 9 May, but it has been postponed until 12 June pending an agreement between the shareholders.

Original story: Expansión (by C.M., M.P.L. and A.Z.)

Translation: Carmel Drake

Ardian Places Indigo Sale On Hold after Raising €700M in Debt

4 May 2018 – Expansión

Ardian and its partner Predica (Credit Agricole) have decided to put on hold the sale of their parking lot subsidiary Indigo, one of the giants in the European sector with significant interests in Spain. The shareholders, which have been looking at various options for their investment over the last year, have opted to re-leverage the company in the end, with a €700 million bond issue, which will be used to refinance some of the debt that expires in 2020, and also, to distribute an extraordinary dividend to shareholders.

With this move, the possible sale of the former VinciPark has been put on hold, after Ardian went off the idea of divestment in 2017 when it did not obtain satisfactory offers for the asset. According to sources close to the operation, Indigo’s shareholders were left with three options: put the “for sale” sign back up; re-leverage the company and distribute an extraordinary dividend to the shareholders; or encourage a merger agreement with other parking lot groups.

Until a few weeks ago, all three options were on the table. One of the possibilities involved exploring an alliance with the Spanish firm Saba. The parking lot group controlled by Criteria (La Caixa) is also undergoing a process of transformation after the decision was taken by its minority shareholders, which together hold a 49% stake, to exit the company. That round of contact did not prosper and Indigo decided to begin the procedure to launch a macro debt issue, which took place on 12 April.

Sources in the sector believe that a merger between Saba and Indigo would have business logic given the minimal overlap and their capacity to form a group with sufficient critical mass to explore a stock market listing. Trading on the stock market has always been the ultimate dream of Saba’s founding partners. By contrast, Ardian avoids investments in listed groups (…).

Indigo is, together with Qpark and Apcoa, the largest parking lot group in Europe. According to the latest available figures, the company recorded turnover of €897 million in 2017, with an EBITDA of €310 million. The company’s net financial debt amounts to €1.666 billion. Saba and Empark also feature in Europe’s Top 8 ranking of the largest parking lot groups, but their turnover figures are significantly lower than those of Indigo and QPark.

According to experts, another factor that would contribute to accelerating the corporate movements in the sector is the ownership structure. The giants in the sector are owned by investment funds and private equity firms with a relative dearth of long-term investors. QPark is controlled by KKR, whilst the German firm Apcoa is owned by Centerbridge. Ardian controls Indigo and Macquarie is the new owner of Empark. Saba is the only company with an industrial shareholder – Criteria – and a long-term interest (…).

Although not its largest market, Indigo conducts significant business in Spain. Revenues amounted to €41 million in 2017, with an EBITDA of almost €20 million. It is Indigo’s third largest market in Europe, after France and the United Kingdom. The outlook for Spain is positive. According to the consultancy firm DBK, revenues from the rental of parking spaces (…) in Spain and Portugal amounted to €1.145 billion in 2017, which represented an increase of 3.8% with respect to the previous year. In 2016, that figure grew by 4.5%.

Original story: Expansión (by C. Morán)

Translation: Carmel Drake

Criteria Negotiates with Torreal, ProA & KKR to Acquire 100% of Saba

9 April 2018 – Expansión

Criteria, the controlling shareholder of Saba, with a 51% stake, is holding advanced discussions with the minority shareholders of the parking lot group to become the sole shareholder of the company. The investment by La Caixa’s industrial holding company, which could take a decision within the next few weeks, would put an end to the current period of uncertainty that the company has been subject to since Torreal (20%), KKR (18.5%) and ProA (10.5%) agreed to sell their stakes (49%) in a coordinated way more than a year ago.

For Criteria, which declined to comment on the operation, the investment in Saba would represent its first major buy-side move since it sold 10% of Gas Natural-Fenosa to the fund GIP in 2016 for around €1.8 billion and ahead of its eventual exit this year from Abertis if the joint takeover bid by ACS and Atlantia proves successful. For its 18% share in the highway group, Criteria could receive more than €3 billion to use for new investments.

Saba’s valuation ranges in multiplies of between 12x and 14x its EBITDA, which amounted to €100 million in 2017. Taking this relationship as a reference, 100% of the parking lot group chaired by Salvador Alemany would be worth €1.4 billion, including the debt.

Saba’s minority shareholders have forced this outcome. According to the shareholders’ agreements, in May a drag along clause will be activated whereby any of the shareholders may force the sale of 100% of the company. KKR, ProA and Torreal notified La Caixa of their intention to look for a buyer. According to the sources consulted, Criteria has manifested its willingness to buy at the estimated prices.

For the funds, this is an acceptable solution – given the good relationship they have with the majority shareholder – which would also give continuity in terms of the management of the company. With 100% of Saba, Criteria could tackle the subsidiary’s growth strategy with greater freedom at a time when the parking lot sector is open to new corporate movements and company consolidation. Saba will hold its Annual General Shareholders Meeting on 9 May, which Criteria and the investment funds could use to materialise the operation with the configuration of a new Board of Directors if there is a change in the shareholding. The agenda for Saba’s meeting includes the appointment and ratification of directors.

Saba recorded turnover of €205 million in 2016, up by 7%. Its EBITDA, without taking into account the effect of divestments from its logistics parks, rose by 10% to €94 million, whilst its net profit remained at €4 million, which would have been €32 million if the aforementioned exceptional operation was taken into account. The firm’s net financial debt at the end of 2016 amounted to €357 million. Two-thirds of Saba’s business is generated in Spain.

Between 2011, when it broke away from Abertis, and 2016, the company led by Josep Martínez Vila invested €545 million to expand its business perimeter to include 195,000 spaces, although it also divested its logistics assets, with the aim of focusing purely on its parking lot activity. Following the operations of Aena, Adif and the Town Hall of Barcelona, the company has barely made any significant moves, despite expressing interest in its rivals such as Empark and Vincipark, amongst others.

Original story: Expansión (by C. Morán, M. Ponce de León & S. Saborit)

Translation: Carmel Drake

PortAventura’s Owner May Buy TPG’s Stake In Servihabitat

30 November 2016 – Voz Populi

The real estate arm of CaixaBank, Servihabitat, is preparing for a possible change in its shareholders. The Italian private equity group Investindustrial (which is headquartered in Barcelona) is holding conversations with TPG regarding the possible acquisition of the 51% stake that the Texan fund owns in Servihabitat. For the time being, no offer has been put on the table, but several financial sources consulted are convinced that a deal will be reached soon and that the group, owned by the Bonomi family, is well positioned to take over the reins of the real estate company.

Investindustrial already has a lot of roots in Spain and above all in Cataluña. The same sources add that Carlo Bonomi, the CEO of the firm, has a good relationship with Isidro Fainé. Both groups completed one of the largest private equity operations between 2009 and 2012, with the purchase of the PortAventura park from Criteria for almost €200 million.

The fund created by the Bonomi family also controls the rental car company Goldcar in Spain and the ambulance firm Emeru. In recent years, it has held stakes in Applus, Euskatel and Recoletos, amongst others. In fact, Investindustrial was one of the groups that submitted a bid for the takeover of RCS (owner of Unidad Editorial), but it was pipped at the post by Cairo Communication.

The possible acquisition of a stake in Servihabitat comes at a time when the financial sector is rethinking its real estate partnerships: Santander has engaged Citi to handle its purchase of Altamira; Popular is negotiating with Värde Partners and Kennedy Wilson to regain control over Aliseda; and Servihabitat has also been the target of rumours in the market. Nevertheless, the sources consulted explain that the Catalan group does not want to regain ownership of 100% of its real estate company, but rather is looking for a new partner whose plans for Servihabitat fit better with its own vision than that of TPG.

This change in strategy has not arisen due to personal differences, but rather due to the new circumstances in the financial sector. When the banks sold their stakes in their real estate companies in 2013, they did so because they needed capital; and they were very successful in this regard. In the case of Servihabitat, TPG paid €310 million for its 51% stake.

Change in strategy

Nevertheless, with the passage of time, the banks are seeing a slowdown in the rate of property sales and are incurring expenses on their income statements as a result of all of the commissions that they are having to pay their property managers.

A priori, the investment in Servihabitat does not fit with the type of investments that Investindustrial usually undertakes. It traditionally backs sectors such as services, consumer and industrial. But, sources in the sector regard Servihabitat as a classic private equity investment, since it is a cash generating machine with potential to grow through corporate operations. In fact, Servihabitat is one of the candidates in the running to buy Portugal’s largest bad bank.

The company generated EBITDA of €111 million last year. Its consolidated profit amounted to almost €44 million.

Original story: Voz Populi (by Jorge Zuloaga)

Translation: Carmel Drake

Bank Of Spain Puts Pressure On Banks To Accelerate Property Sales

7 September 2016 – Cinco Días

The Bank of Spain wants Spain’s financial institutions to speed up the sale of their foreclosed assets and get rid of their toxic assets as soon as possible. The supervisor has been unmoved by the banks’ requests to relax some of the interpretations of the accounting circular 4/2016, which comes into force in October, governing their provisions against properties. The banks still hold more than €84,000 million of foreclosed assets.

Spain’s banks are finalising the figures for the new provisions that they will have to make following the entry into force of accounting circular 4/2016 and in particular, its Annex IX, on 1 October, which modifies circular 4/2004 for credit institutions. Initially, the Bank of Spain said that this new standard would hardly affect the final calculation of the sector’s provisions this year, but the reality is somewhat different, at least for several institutions, according to financial sources.

The body led by Luis María Linde has tightened the provisions for foreclosed assets. This twist has forced several entities to make fresh efforts in terms of their provisions, which will be deducted from their income statements. In response, some of the financial institutions had asked the Bank of Spain, during meetings that they are holding regarding the application of this circular, to relax certain concepts and interpretations of the standard. But it seems that the national supervisor has been indifferent to these requests, according to sources in the sector.

Ultimately, the Bank of Spain wants to force the banks to accelerate their property sales and get rid of their real estate assets as quickly as possible. Sources in the sector say that this is the message that the supervisor has been communicating in its meetings with the banks.

Linde wants the sector to significantly reduce their assets, which amounted to more than €84,000 million at the end of 2015. Sources indicate that the Bank of Spain has not set a date for this reduction, but it seems to be clear from both the conversations and the regulations that it seeks to considerably reduce the figure over the next three years. The problem is that the foreclosed asset balance has increased quarter after quarter since the outbreak of the financial crisis in 2008, despite attempts by the sector to sell off properties at significant discounts.

In fact, the heavy weight that these foreclosed assets continue to represent on the balance sheets of Spain’s banks is one of the main criticisms levied by the European Central Bank and other international supervisors.

Over the last three years, the banks have accelerated the sale of these assets, but the incoming volumes still exceed those sales. In addition, the large speculative investment funds, which were previously committed to purchasing large packages of properties, have now reduced their operations, and some are even exiting from certain property purchase operations ahead of time as they are obtaining lower returns than expected, indicate sources at one major bank.

The new accounting circular not only affects the financial institutions, but also the partners that manage those properties, such as Altamira, Aliseda, etc. In the case of La Caixa, it affects its holding company, Criteria, which owns €2,600 million of foreclosed assets and CaixaBank, which holds another €7,122 million. The same thing has happened in the case of Bankia, with the circular affecting both the bank and its parent company BFA, even though that group transferred most of its foreclosed assets to Sareb.

The main domestic banks are racing against the clock to ensure that the Bank of Spain approves their internal risk coverage models, including foreclosed assets, before the end of December, which, according to several sources, would bring some relief in terms of their new provisions. The circular also requires the banks to perform annual appraisals of their foreclosed real estate assets (…).

Original story: Cinco Días (by Ángeles Gonzalo Alconada)

Translation: Carmel Drake

No Progress Re Sale Of 49% Stake In Saba

13 October 2015 – Expansión

At the beginning of the year, KKR, Torreal and the fund ProA Capital, the minority shareholders that together own 49% of the share capital of Saba Infraestructuras, engaged Citi to manage the sale of their stakes.

Since then, the car park group controlled by Criteria (50.1%), La Caixa’s industrial holding company, has significantly increased in size, through the acquisition of new businesses, and so the company’s valuation could now amount to around €1,200 million. However, five months after the municipal elections, there has not been any progress in terms of the original operation for various reasons, including, the uncertainty caused by the arrival of the new mayoresses in the two cities that are critical for Saba.

The most significant case is Barcelona, where Saba was awarded the privatisation of 26 car parks in the city, managed through the mixed municipal company Bamsa under the former legislature, led by the government of Xavier Trias. Following the arrival of Ada Colau, the criticism regarding the paralysis of this and other municipal companies is growing. Saba’s revenues amounted to €190 million in 2013 with an EBITDA of €77 million.

Original story: Expansión

Translation: Carmel Drake