Sabadell Set to Sell €10bn of Toxic RE in June After Receiving Deluge of Binding Offers

25 May 2018 – El Confidencial

Banco Sabadell has entered the home stretch of its mission to sell all of its toxic property, a rapid process that is expected to be completed in June. The entity has received a deluge of binding offers for the four portfolios that it currently has up for sale – Coliseum, Challenger, Makalu and Galerna – which have a combined gross value of more than €10 billion.

The first two portfolios contain foreclosed assets (REOs) and include Cerberus, Blackstone, Lone Star and Oaktree as potential buyers (in the final round); meanwhile, the other two portfolios comprise secured loans with real estate collateral (NPLs) and their potential buyers include Deutsche Bank, Lone Star, Bain Capital and Oaktree, according to confirmation from several market sources.

These proposals are now with the Steering Committee, which means that, once that body has given its verdict, the process will be passed to the Board of Directors, chaired by Josep Oliu (pictured above, right), which is the body that has to ratify the name of the winner.

In theory, this ruling is going to be issued within a matter of weeks, in June and, in any case, before August. Sources at the entity have declined to comment on either the finalists or the calendar.

Portfolios and the FGD

Having chosen the names of the winners, Sabadell will be able to close the sale of Challenger, the largest of all of these portfolios, with a gross volume of almost €5 billion; it is the only one that does not need approval from the Deposit Guarantee Fund (FGD), given that all of the assets contained therein come from the Catalan entity itself.

By contrast, the €2.5 billion in properties that comprise Coliseum come from the former entity CAM – Caja de Ahorros del Mediterráneo – and, therefore, need to be approved by the FGD, since it would have to cover 80% of the losses. The same applies to Makalu (€2.5 billion in loans) and Galerna (€900 million).

The need to receive this approval means that it is likely that the entity will have to wait until next year to deconsolidate all of these toxic assets, although it will be able to sign a sales agreement conditional upon that authorisation, like BBVA did in the case of the sale agreed with Cerberus last year to transfer all of its property, some of which is also subject to the FGD’s approval.

By contrast, this year, Sabadell could remove almost €5 billion in the form of Challenger from its perimeter, a step forward in terms of fulfilling the requirements of the European Central Bank (ECB), which is putting pressure on Spanish entities to remove the impact of a decade of real estate crisis from their balances sheets.

Solvia is being left out of the sale

At the end of the first quarter, the entity held €14.9 billion in problem assets, down by 17.6% compared to a year earlier, with an average coverage ratio of 55.2% (56.6% for doubtful debt and 53.7% for foreclosed assets), a percentage that serves as a reference for the funds when calculating their offer prices.

With the sale of all of these portfolios, the entity would reduce its real estate exposure to less than €5 billion.  Since the beginning of the crisis, that exposure has been managed by Sabadell’s own servicer: Solvia.

Some of the finalist funds had asked the entity to include Solvia in the transaction, according to Voz Pópuli, but in the end, that possibility has been ruled out by the bank, as it considers that the valuation of its asset manager is higher than the price that would be offered by funds.

In addition, as El Confidencial revealed, the servicer has created its own property developer, Solvia Desarrollos Inmobiliarios, which has €1,252 million in managed assets and which is also finalising an agreement with Oaktree to create a joint venture promoter.

Original story: El Confidencial (by Ruth Ugalde)

Translation: Carmel Drake

Sabadell Engages Alantra to Sell 2 Portfolios Containing €8bn in Foreclosed Assets

11 April 2018 – El Confidencial

Banco Sabadell is in the running to try to complete its real estate clean-up this year, and to this end, has engaged Alantra to sound out the market to sell two portfolios known as Project Coliseum and Project Challenger, comprising €8 billion in foreclosed assets, which the entity has already started to show to potentially interested parties (…)

This move forms part of the plan designed by the financial institution at the end of last year to remove almost €12 billion in toxic assets from its balance sheet through the sale of a number of portfolios. The first two are already on the market and amount to €3.4 billion, but the main courses are about to be served.

In order to speed up the process, the entity chaired by Josep Oliu has opted to create a portfolio containing mainly Sabadell risk and another, subject to examination by the Deposit Guarantee Fund (FGD), containing properties proceeding from the former CAM, which are protected by the Asset Protection Scheme (EPA).

The first, according to financial sources, is going to comprise a gross volume of more than €5 billion, whilst the second will amount to around half that figure, at just over €2.5 billion, and it will need the approval of the FGD, given that it will have to cover 80% of the losses.

Sabadell closed last year with €8.0 billion in foreclosed assets and €5.7 billion in non-performing loans, according to the real estate exposure data submitted to the CNMV – Spain’s National Securities and Exchange Commission – and its average coverage ratio currently amounts to 55%.

The large buyers that Alantra is currently sounding out include the major funds that typically participate in these types of operations, such as Apollo, Lone Star, Blackstone and Cerberus, according to the same sources.

This potential divestment joins the two portfolios that Sabadell already has on the market: Project Galerna, which comprises €900 million in non-performing loans; and Project Makalu, comprising €2.5 billion in assets from the former CAM, according to Voz Pópuli. In both cases, KPMG is advising the sales process.

Moreover, as El Confidencial revealed, Solvia, the servicer arm of Sabadell, has decided to join the housing boom and create its own property developer, Solvia Desarrollos Inmobilarios, containing €600 million in land and unfinished developments.

The entity wants to grow this new property developer by signing agreements with different companies, funds and family offices interested in delegating the management and development of its land and developments.

If it manages to bring all of these plans to fruition, Sabadell will follow in the footsteps of Santander and BBVA, which last year completed their real estate clean-ups with the sale to Blackstone and Cerberus, respectively, of the bulk of their toxic properties. That would leave CaixaBank as the last major bank that still needs to make a significant move to comply with the guidelines set by Europe: to remove a decade of crisis from its balance sheet.

Original story: El Confidencial (by Ruth Ugalde)

Translation: Carmel Drake

BBVA & Sabadell Hold Delicate Negotiations with the FGD to Sell Their Assets

5 February 2018 – Expansión

BBVA and Sabadell want to remove from their balance sheets the damaged real estate assets that they still own as a result of their acquisitions of Unnim and CAM, respectively. Those assets, which have a book value of around €16 billion in total, are temporarily protected by an Asset Protection Scheme (EPA), which, was granted at the time by the Deposit Guarantee Fund (FGD) so that the two banks would take on the business of the former savings banks, which had filed for bankruptcy. The negotiations that the two banks are now holding with the FGD share significant difficulties that cannot be solved easily, although they also have notable differences.

The European Central Bank has been putting pressure on the supervised entities to remove any damaged assets that they still own from their balance sheets, as soon as possible, because it understands that their maintenance reduces the banks’ ability to make profits and lets the doubts continue to hang over the real health of the entities. Now that the ECB considers that the worst of the crisis is over and that the banks are reasonably capitalised, it wants to clear up all the doubts. He has granted a period of five years for these problems to be resolved, although, in reality, it wants them to be sorted in a shorter timeframe: within three years.

When it acquired Popular, Santander launched a procedure to remove all of the real estate assets of its subsidiary from the balance sheet, by reaching an agreement with Blackstone to create a mixed company, in which the US fund holds the majority stake and where Santander has parked assets with a theoretical value of €30 billion. Liberbank has done the same, for a much small sum, retaining just 10% of the capital in its new company.

Meanwhile, BBVA has reached an agreement with Cerberus to transfer €13 billion to a company in which the bank will hold a 20% stake. Of those assets, a significant part, around €4 billion, correspond to assets proceeding from Unnim, which have a guarantee from the FGD for 80% of the losses that may be incurred at the time of their sale.

Meanwhile, Sabadell wants to divest assets worth €12 billion, which sit in a portfolio that is still subject to an EPA that will end in 2021, with the same guarantees as BBVA’s. The difference in the size of the two portfolios is clear.

That is where the problem arises. To close the operation, the FGD needs to accept that it will assume the losses incurred at the time of the sales. And even though its resources have been contributed exclusively by the financial institutions themselves, the public body does not have sufficient funds to assume those losses and whereby avoid grounds for dissolution.

Differences

In reality, the portfolio proceeding from Unnim does not cause excessive problems for several reasons. Firstly, it is smaller and, therefore, the loss to be assumed is considerably reduced. Moreover, according to sources in the know, the FGD has already recognised a coverage for those assets that is pretty close to the market value at which they could be sold (…).

The case of Sabadell, however, is different because the size of its protected portfolio is much larger. It started off at €22 billion and now amounts to just over half, around €12 billion. Sabadell considers that the real value of its assets is approximately half their theoretical value (…) but the FGD (…) maintains that the provisioning need is much lower, around 35% of the book value of those assets.

The difference in criteria between the two parties is important. In figures, it means that there is almost €1.8 billion that separates them and that, of that amount, if it is confirmed in the end, the FGD would have to assume almost €1.5 billion. That would be impossible in the current conditions, because it would mean that the body that guarantees the deposits of banking clients up to €100,000, would have to declare itself bankrupt or, as it has done on other occasions, impose an extraordinary surcharge on its shareholders, domestic entities, to balance its accounts and cover the hole (…).

A solution

But, on the other hand, the FGD is also interested in closing the chapter on asset protection schemes as soon as possible because, until that happens, it will be very difficult to progress with the construction of a European deposit guarantee fund, which is the third leg of the banking union. Indeed, it is not being built precisely because of reluctance being shown by the countries in the north to assume the problems of the past (…).

For this reason, sources close to the conversations confirm that they are now focusing on a possible solution that goes beyond the current moment. The FGD may be interested in reaching an agreement that would entail the possibility of accounting for the losses not in a single year, but rather over a longer period of time, possibly three years. The next few weeks are important because the authorities want to close the conversations before the end of the month.

Original story: Expansión (by Salvador Arancibia)

Translation: Carmel Drake

BBVA Sells Majority Stake in its Real Estate Portfolio to Cerberus for More Than €5bn

28 November 2018 – Voz Pópuli

BBVA has closed a real estate mega operation. The entity chaired by Francisco González has agreed to sell the majority of its problem assets to Cerberus, in a deal worth between €5 billion and €6 billion, according to financial sources consulted by Vozpópuli. The Spanish group will receive a cheque for between €3.5 billion and €4 billion for the majority stake in a new company that will be controlled by the US fund. After months of intense negotiations, the bank and the fund decided to seal the deal at the beginning of this week. Whilst we wait for the official figures to be made public, financial sources indicate that the real estate package for sale amounts to between €13 billion and €14 billion (as this newspaper revealed) and comprise around 70,000 properties. The assets sold are valued with a discount of around 60%. The parties involved all declined to comment.

The discount is lower than that agreed for the sale of Popular’s property, which amounted to 67%. Santander sold €30 billion with a valuation of €10 billion. Blackstone paid €5.1 billion for 51% of that company.

After signing the agreement, the two parties will request time to review the small print of the contract and to obtain the necessary authorisations. In this case, approval must be given by the Deposit Guarantee Fund (FGD).

According to the latest figures, BBVA has real estate exposure amounting to €17.8 billion on its balance sheet. Of that amount, foreclosed assets (€11.9 billion) and doubtful loans (€3.4 billion) account for €15.3 billion. Those loans and properties have a coverage ratio of more than 61%.

A sale like the one that Cerberus has agreed will leave BBVA as one of the largest groups with the smallest real estate exposure in Spain, something that investors and regulators have been demanding for years.

This agreement arose as a result of a meeting between González and the President of Cerberus worldwide, John W. Snow, at the beginning of July. The US banker – and former US Treasury Secretary, under the presidency of George Bush junior – proposed this operation to the President of BBVA after his firm was left out of the sale of Popular’s property.

The operation has been managed by the operations team at PwC, led by Jaime Bergaz. The law firms Linklaters and Ashurst have worked alongside him, and on the buy side, the consultancy firm Deloitte. All of the parties involved have been working on this operation non-stop for several months. The deal only came close to dying during the worst moments of the Catalan crisis, given that a lot of BBVA’s real estate assets are located in that region.

Following this acquisition, Cerberus consolidates its position as one of the largest real estate investors in Spain, alongside Blackstone. The fund controls Haya Real Estate, which manages assets on behalf of Sareb, Bankia, Cajamar and Liberbank. With BBVA’s assets, it takes on one of the most sought-after portfolios in the sector.

Original story: Voz Pópuli (by Jorge Zuloaga and Miguel Alba)

Translation: Carmel Drake