Marina d’Or’s Real Estate Company Capitalises Debt Amounting to €11.1M

7 October 2018 – Valencia Plaza

On Friday, the Official Gazette of the Mercantile Registry reflected a capital increase amounting to €11.1 million undertaken by the company Comercializadora Mediterránea de Viviendas SL. In other words, Comervi, the real estate company behind Marina d’Or, which said no more by way of explanation to this newspaper than: the manoeuvre came as a response to a “conversion of debt into capital” – without offering any more details -.

This possibility had been contemplated in the agreement signed by the company and its creditors to emerge from the bankruptcy proceedings, as explained by this newspaper. Specifically, the agreement gave the creditors a choice between collecting the debt with a discount of 65% over a period of 10 years and the option of capitalising their loans and going on to become shareholders of the company.

Depending on who has signed this capital increase for the real estate firm behind Marina d’Or – controlled in its entirety by Jesús Ger to date – a new shareholder may have joined the fold. Nevertheless, the possibility that the capitalisation has been subscribed by a company owned by the Catalan businessman himself has not been ruled out.

In fact, as stated in Comervi’s most recent financial statements – corresponding to 2017 – the company has debt amounting to €55.8 million with “related companies”, as detailed in note 13 of the annual accounts.

When asked about this, sources at Sareb – which according to Marina d’Or is Comervi’s main private creditor – explained to Valencia Plaza on Friday that the entity agreed to apply the aforementioned discount of 65% to the amount owed by the company and that, as a result, the bad bank is not the entity that has capitalised the €11.1 million.

In the same vein, Banco Sabadell explained to this newspaper that its agreement with Comervi was written off following the handover to the financial institution of 40 apartments and one warehouse, as this newspaper revealed.

It has also been ruled out that the capitalisation has been carried out by the Tax Authorities or Social Security – the other two major creditors of Comervi – given that the State does not make a habit of becoming a shareholder in private companies that have filed for creditor bankruptcy.

Original story: Valencia Plaza (by Dani Valero)

Translation: Carmel Drake

Project Newton: Bankia Puts €450M Toxic Asset Portfolio Up for Sale

21 September 2018 – Voz Pópuli

The insatiable appetite of the opportunistic funds for Spanish property is never ending and the banks are taking advantage to reduce their exposure to real estate assets and whereby clean up their balance sheets. The latest to come to the market is Bankia, which has put a €450 million portfolio up for sale comprising primarily property developer loans, although Project Newton, as the operation has been baptised, also includes a small proportion of foreclosed assets, according to financial sources consulted by Vozpópuli.

Newton’s sale is expected to be completed this year and will be followed by two other asset portfolios that the bank plans to sell soon, according to reports from Bloomberg. The operations disclosed by the US agency include a €1,500M portfolio comprising unpaid mortgages and a €2,000M portfolio comprising foreclosed assets.

At the end of the first half of the year, the entity chaired by José Ignacio Goirigolzarri held €15.2 billion in toxic assets, after reducing its balance by €1.7 billion between the months of January and June.

Strategic plan

With the sale of the three aforementioned portfolios before the end of the year, the bank would more than exceed its annual objective in terms of asset sales, which amounts to €2.9 billion per year for the next three years. In fact, if Bankia divests all three portfolios, its real estate exposure would decrease to €11.25 billion, and so it would follow in the footsteps of the other entities that have accelerated the sale of these types of assets in the last year.

The most recent example is Santander, which on Wednesday closed the sale to Cerberus of a portfolio of properties worth around €2.79 billion with a 45% discount. The initial perimeter of the operation was €5.1 billion, but in the end, the commercial premises and land that had been included in Project Apple were left out of the final portfolio.

The entity already transferred Popular’s property last year to a joint venture with Blackstone, and so its real estate exposure will decrease to around €7.3 billion once the Apple sale is completed.

Meanwhile, BBVA, which also sold €13 billion in foreclosed assets to Cerberus, has entrusted the sale of €2.5 billion in problem loans to Alantra. That operation will reduce the real estate exposure of the bank chaired by Francisco González to almost zero.

Moreover, Sabadell and CaixaBank have also completed significant operations in recent months. The former sold €9.1 billion in foreclosed assets to Cerberus, whilst the latter divested almost all of its real estate business: €12.8 billion in real estate assets, which were acquired by Lone Star.

In this way, the banks are complying with the guidelines set out by the European Central Bank (ECB) and are generating returns from their businesses in Spain, which have been weighing them down since the economic crisis.

Original story: Voz Pópuli (by Pepe Bravo)

Translation: Carmel Drake

Sabadell Plans to Sell Another €2bn Portfolio This Year & Then Solvia Next Year

20 July 2018 – El Confidencial

It has fulfilled its objective. Banco Sabadell has managed to unblock a decade of real estate crisis before going on holiday, thanks to the agreement signed with Cerberus to transfer it €9.1 billion gross in toxic assets and the imminent sale of another portfolio worth €2.5 billion gross to Deutsche Bank.

Those two divestments, together with the sale of €900 million in loans agreed already with Axactor, according to Voz Pópuli, will allow the entity chaired by Josep Oliu to remove €12.5 billion gross in property from its balance sheet. But the bank still needs to undertake a second round of divestments in its strategy to completely finish unlinking itself from the real estate sector.

The Catalan entity still has around €2 billion in toxic assets on its balance sheet, a portfolio that it plans to quickly put up for sale with the aim of also removing it from its balance sheet before the end of this year or during the first half of next year.

Until then, Solvia will continue to manage those properties, something that it will also do with the portfolio sold to Cerberus, given that the transfer included an exclusive management agreement, as well as any assets that the bank forecloses in the coming weeks.

But that interest from the entity in maintaining the link to its real estate asset manager is brief and interested, given that Oliu’s ultimate objective is to also sell Solvia in the medium term.

In fact, several of the funds that bid for the €12.5 billion that Sabadell has just sold asked for Solvia to be included in the process, a request that did not end up being fulfilled for several reasons. On the one hand, due to the price offered, given that the almost €1 billion at which they were valuing the servicer was insufficient for the bank.

On the other hand, because Sabadell whereby retains an ace up its sleeve ahead of the likely consolidation that this sector is going to experience and the growing appetite that exists between real estate funds and private equity firms for the servicers.

Solvia

From that perspective, although Cerberus has not been able to acquire Solvia now, the fact that it has purchased the bulk of Sabadell’s assets, which are managed by that subsidiary, confers it an advantageous position with a view to the future sales process, which could be launched next year.

That option would allow the merger conservations that were held between Haya and Solvia in the past to resume; those negotiations never ended up bearing fruit, but they have remained in the sector’s imagination ever since.

Ahead of that potential marriage, the management contracts that both servicers have with Sareb will also be key, given that they condition their conversations in various ways.

On the one hand, the sum of these two servicers would result in a position of dominance over the bad bank’s assets, which may cause that entity to break one of the two agreements.

On the other hand, right now, question marks exist over both the renewal of Haya’s contract, the first one to expire, and the plans that Sareb has to accelerate the sale of all of its assets.

The entity chaired by Jaime Echegoyen had engaged Goldman Sachs to transfer the €30 billion in assets that comprise Haya’s portfolio, an operation considered to be the first of several similar moves with the portfolios of the other servicers.

Although the change of Government has left those plans up in the air, and as Sareb awaits to find out the new Executive’s strategy for its business, both Sabadell and Cerberus are also interested in gaining time and seeing how the horizon clears before making their next move.

Cerberus has valued the two portfolios that it has acquired from the bank at €3.9 billion. Their gross book value amounts to €9.1 billion, which means that the operation has been closed with a discount of 58%.

Original story: El Confidencial (by Ruth Ugalde)

Translation: Carmel Drake

Project Ágora: CaixaBank Sells €650M NPL Portfolio to Cerberus

21 June 2018 – Voz Pópuli

CaixaBank is getting serious with the digestion of its real estate. The Catalan bank has just closed its first major divestment of 2018 and is analysing another possible large-scale operation to be completed in the second half of the year, according to financial sources consulted by Vozpópuli.

The sale that has just been announced is Project Ágora, a €650 million portfolio whose transfer has been agreed with Cerberus. According to the same sources, the US fund and CaixaBank have already signed a pre-agreement and are now negotiating the small print of the deal. Cerberus could pay around €200 million, according to market estimates.

Project Ágora comprises around 150 unpaid loans from large companies backed by retail premises, offices, industrial land and residential assets.

Strategic revision

Following this sale, the market is expecting CaixaBank to close a macro-operation during the second half of the year. The repurchase of Servihabitat, announced two weeks ago, is seen as a preliminary step, since that is what Santander did with Aliseda before it sold Popular’s real estate to Blackstone.

The sources consulted indicate that no process is underway yet, although the entity is reportedly working on some numbers and doing some preparation work in that regard. The entity led by Gonzalo Gortázar (pictured above) is being advised by consultancy firms, including KPMG. The Madrilenian banker wants to know whether undertaking an operation such as Quasar (Popular-Blackstone) or Marina (BBVA-Cerberus) will require it to recognise any new provisions.

CaixaBank has €14 billion in foreclosed assets on its balance sheet, worth €5.8 billion. That represents a discount of 58%, according to its accounts for the first quarter. Santander sold Popular’s real estate at a discount of 67% and BBVA sold its assets at a discount of 62% (…).

Gortázar’s team wants to avoid the market fixating on CaixaBank following the sales undertaken by Santander and BBVA, and the operations that Sabadell has underway.

The commitment from Cerberus

With Project Ágora, Cerberus is continuing to grow its real estate business in Spain. The fund led in Spain by BBVA’s former Finance Director, Manuel González-Cid, already purchased a portfolio from CaixaBank at the end of last year – Project Egeo – and is completing the purchase of 80% of BBVA’s real estate for €4 billion. For this, the comments to be issued by the Deposit Guarantee Fund (FGD) in the next few weeks will be critical.

In addition to the portfolios that it has been buying, Cerberus has a large part of its Spanish real estate interests in Haya Real Estate. After trying, unsuccessfully, to debut that entity on the stock market before the summer, the fund is negotiating its key contract and/or a possible acquisition of assets with Sareb. The fund certaintly has a great deal at stake with that operation.

Original story: Voz Pópuli (by Jorge Zuloaga)

Translation: Carmel Drake

BBVA will be Twice as Profitable Following its Property Sale to Cerberus

11 June 2018 – Expansión

BBVA is going to double its profitability once it has completed the sale to Cerberus of its €13 billion real estate exposure, scheduled for the third quarter of the year. According to a recent report from Alantra, the ROTE ratio (Return on Tangible Equity) will leap from 7% to 15% in 2020. In addition to the aforementioned operation, which will eliminate in a flash the hefty maintenance costs associated with those properties, there will also be a positive impact resulting from the first upwards movement in interest rates (…).

The main advantage of removing the non-performing assets from its balance sheet is that it will allow the bank’s returns to flourish, which would otherwise be blocked. The key to being able to do this is having sufficient provisions to ensure that the sale of a large package to a specialist fund does not lead to significant losses on the income statement.

The operation between BBVA and Cerberus was the second largest of its kind in Spain last year. The largest was the deal involving Santander and €30 billion in property from Popular, which was sold to Blackstone.

BBVA created a company with Cerberus, controlled 80% by the US fund and 20% by the bank, to which it transferred 78,000 properties. Cerberus appraised them with a discount of 61%.

Cataluña

47% of those assets are located in Cataluña, historically the region covered by CatalunyaCaixa and Unnim, and absorbed by BBVA during the crisis. The Catalan political crisis, which reached its peak in October 2017 with the holding of an illegal referendum, came close to thwarting the operation. These homes will be managed by Haya Real Estate, the real estate management platform owned by Cerberus.

BBVA granted Cerberus a €800 million loan to finance part of the acquisition.

Following the deconsolidation, the bank’s real estate risk will be reduced to €11.4 billion. It barely has any doubtful property developer debt.

Original story: Expansión (by R. Lander)

Translation: Carmel Drake

Santander & Blackstone Hold Onto the Real Estate Company GAC40

18 May 2018 – Voz Pópuli

Project Quasar Investment, the company created by Santander and Blackstone to bring together Banco Popular’s real estate assets worth €30 billion, has absorbed the company ‘Gestión de Activos Castellana 40’ (GAC40), whose debt amounting to €220 million Popular forgave on 30 December 2014, a move that caught the attention of the European Central Bank.

According to sources familiar with the operation, GAC40 filed for creditor pre-bankruptcy after it found itself in the cause of dissolution, but that measure was cancelled after the formal agreement was reached to transfer Popular’s assets to Project Quasar Investment in March. Sources consulted describe the operation as a “bargain”, given that Santander and Blackstone have effectively acquired GAC40’s assets at a discount of almost 69% and without the burdens that was weighing it down.

The Hispania Buildings in the centres of Murcia and Alicante are just two of the assets owned by GAC40. The company also owns the following shopping centres: La Fuensanta in Móstoles (Madrid); Juan de Borbón (Murcia); and Hispania, in Orihuela. Moreover, it has one supermarket in Totana (Murcia) and another one in Vinarós (Castellón), as well as a hotel in Cartagena. Although most of the properties are occupied, the mortgage charges that had been hanging over them since the real estate boom meant that their sale was unfeasible, according to the sources consulted.

The properties form part of Grupo Hispania, which the businessman Trinitario Casanova, the same person who agreed the sale of Edificio España in Madrid to the Riu group last year, sold in 2008 to José Ramón Carabante – the former shareholder of real estate companies from the boom and the founder of the only Spanish team to have operated in the Formula 1 arena, Hispania – for €650 million.

Carabante abandoned the management of Grupo Hispania in 2011 and was replaced by José Fernando Martínez Blanco, an expert in the liquidation and restructuring of companies. According to the sources consulted, Martínez Blanco was appointed by Banco Popular to acquire Carabante’s companies.

Martínez Blanco changed the registered name of the companies acquired from Carabante to ‘Gestión de Activos Castellana 40’ (GAC40) in 2012. The firm was weighed down by a debt amounting to €562.5 million, with Banco Popular as the main creditor. Until the absorption of GAC40 by Santander and Blackstone, Martínez Blanco had continued as the administrator of the company.

Forgive and refinance

GAC40 has remained active all these years thanks to financial support from Popular, which has been forgiving and refinancing the company’s debt year after year.

On 30 December 2014, Banco Popular’s Board of Directors decided to waive GAC40’s debt. That decision caught the attention of the European Central Bank, which conducted an inspection and identified “deficiencies” in the authorisation of the operation, as this newspaper reported.

The most recent refinancing of GAC40’s debt happened a month after the intervention of Banco Popular and its sale to Santander. On 6 July 2017, the company agreed “as the primary financial creditor”, to “convert the debt into a participation loan amounting to €19.4 million”.

With that debt conversion agreed just a month after Popular’s intervention, GAC40 was able to correct the critical situation that it found itself in. According to the company’s accounts for 2016, to which this newspaper has had access through Insight View, the company was in cause of dissolution with a negative goodwill balance of €221 million and financial debt of almost €250 million.

Original story: Voz Pópuli (by Alberto Ortín)

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

BBVA Continues to Obtain Juicy Profits from the RE Market

17 April 2018 – Merca2

Bilbao. Gran Vía, 1. One of the most iconic buildings in the Vizcayan capital has been located at that address since 1969. Comprising 21 storeys and measuring 86 m tall, it was the giant of the city until the arrival of Torre Iberdrola. Headquarters, at the time, of Banco de Vizcaya, the entity known nowadays as BBVA has just put the property up for sale. The price? Around €100 million.

This is a new milestone in the process to divest iconic buildings that the entity chaired by Francisco González has been carrying out for several years and which has been generating some juicy profits. This money for the coffers is a godsend for the balance sheet.

Another example, the most recent on the long list, saw the sale of Torre Puig in 2017 to the Catalan perfume group of the same name. That building, which ended up in BBVA’s hands after its acquisition of Catalunya Caixa, was sold for €60 million, at a gain of €30 million.

Also prior to this latest operation on Bilbao’s Gran Vía, which is expected to be closed before the summer, in 2015, BBVA sold the office block known as Torre Ederra in Madrid, located at number 77 Paseo de la Castellana, to Gmp (owned by the Montoro Alemán family and the sovereign fund of Singapore GIC). Spanning 21,000 m2 and spread over 18 floors, BBVA acquired that property in 2003 for €87.5 million from the French group Saint Gobain. The sales price paid by Gmp exceeded €90 million.

BBVA and its €300 million gain

There are several reasons behind BBVA’s decision to divest a series of buildings; some of them have significant value, not only financial but also in terms of their history and architectural beauty.

One of the reasons is to finance the cost of the creation of BBVA City (Ciudad BBVA). The new headquarters, popularly known as La Vela due to its most iconic tower, also comprises another seven horizontal buildings. It cost around €700 million to build and was constructed to reduce by one third the operating cost of having around 6,500 employees spread across a dozen properties, amongst other reasons.

Another building that was sold, for example, was the work of the architect Francisco Javier Saénz de Oiza. Constructed at number 81 Paseo de la Castellana, measuring 100 m tall, and spanning more than 49,000 m2 over 30 storeys, that property was sold in 2007, also to the real estate group Gmp.

That same year, BBVA reduced its portfolio further by placing other buildings in Madrid on the market, such as those located on Calle Goya 14, Calle Alcalá 16 and on Gran Vía de Hortaleza. In total, more than 108,000 m2 of space was sold, which saw these last four buildings generate gains of €300 million for the entity chaired by González (…).

Another operation that was different was BBVA’s sale, at the end of 2017, of its real estate division to the fund Cerberus Capital for around €4 billion. That deal was carried out at a discount of 61%: the gross book value of the 78,000 real estate assets that form part of the deal is €13 billion.

In this case, the operation involved divesting the bank’s exposure to property, in part “imposed” or “recommended” by the Single Supervisory Mechanism (SSM) of the European Central Bank (…).

Which assets are being spared? So far, the former headquarters of Argentaria, located on Paseo de Recoletos in Madrid, which currently houses the headquarters of Fundación BBVA. For the time being, no “for sale” sign has been put up there. But it could only be a matter of time.

Original story: Merca2 (by Valentín Bustos)

Translation: Carmel Drake

Marina d’Or’s RE Company Reaches Agreement with Creditors to Emerge from Bankruptcy

12 April 2018 – El Economista

Marina D’Or has managed to convince the creditors of its real estate company, Comercializadora Mediterránea de Viviendas (Comervi), to give their approval to an agreement that will allow it to emerge from bankruptcy, which began in 2014 with a liability of around €600 million. In the case of the ordinary loans, two options are being offered: a discount of 65% and the payment of the balance in 10 years time; or the capitalisation of the debt into shares in the company.

The group led by Jesús Ger has already reached an agreement with Sareb and is going to negotiate another specific deal with the Tax Authorities.

The agreement must be ratified by the judge, a process that is expected to take between two and three months. On 6 May 2014, the Judge of Mercantile Court number 1 in Castellón accepted Comervi’s voluntary creditor bankruptcy, following the suspension of sales and of the construction plans for new apartments.

Thanks to this new agreement with its creditors, the firm “faces a future with positive prospects”, highlight sources at the entity.

Original story: El Economista (by Olivia Fontanillo)

Translation: Carmel Drake

Blackstone Begins its Conquest of Hispania by Acquiring 16.5% of its Shares

5 April 2018 – Eje Prime

Blackstone’s conquest of Hispania has begun. Whilst yesterday it was rumoured that the US fund was plotting a corporate operation involving the Socimi, today the mystery was revealed to all: the group (through Bidco) has purchased 16.5% of the company managed by Azora and is preparing to launch a takeover bid for 100% of Hispania, according to a statement submitted to Spain’s National Securities and Exchange Commission (CNMV).

The purchase by Blackstone has involved a disbursement of €315.37 million. Specifically, Blackstone has bought a package of 18.07 million shares in Hispania, equivalent to 16.56% of the share capital, at a price of €17.45 per share, which represented a discount of 5.67% on the price registered yesterday when trading of its shares was suspended (€18.50). The fund has purchased almost all of the stake held by George Soros in the Socimi, reducing his share to 0.11%.

Hispania’s share price plunged by 6.22% to €17.35 when trading was resumed after the purchase had been made public. Yesterday, at the end of the afternoon, the CNMV decided to suspend trading in Hispania Activos Inmobiliarios, which was listed at €18.50 at that point. Before the opening of today’s session, the CNMV decided to lift the suspension after the news of Blackstone’s takeover bid was revealed.

The offer will be subject to approval by the shareholders of the holding company, as a whole, of the number of shares necessary that will allow Bidco to take ownership of 50%, plus one share, of all of the shares in the company (including the shares owned by Bidco).

The deal will also be subject to approval (or to a lack of opposition by virtue of the expiry of the corresponding waiting period) by Spain’s National Markets and Competition Commission (CNMC).

Original story: Eje Prime

Translation: Carmel Drake