Tag: HNA

HNA Acquires Logistics Platform in Guadalajara for €10.5 Million

28 October 2019 – HNA has acquired a logistics platform in Alovera, Guadalajara, from an undisclosed family office in Madrid for 10.5 million euros. The consultancy Knight Frank and InmoKing Real Estate advised on the deal.

The acquisition of the 16,674 square-meter asset is part of HNA’s current strategy of increasing its investments in the real estate sector.

In February, the company also acquired the office building located at Calle Emilio Vargas  2, in Madrid. The 7,574-m2 building has seven floors and is currently 100% leased.

Original Story: Eje Prime

Adaptation/Translation: Richard D. K. Turner

Spain’s Competition Authority Approves Minor’s Takeover of NH

21 July 2018 – Expansión

Minor’s takeover of the NH Hotel Group is moving forward. The Spanish National Securities and Markets Commission (CNMV) admitted the offer from the Thai company Minor on Thursday and then, yesterday (Friday), Minor obtained approval from the Spanish and Portuguese competition authorities (CNMC). In this way, the offer is conditioned “exclusively” on its approval by Minor’s General Shareholders Meeting, which has been convened for 9 August. The Thai company currently controls 29.8% of NH’s share capital and, in September, plans to complete the purchase of an additional 8.4% stake from the Chinese firm HNA, which will increase its percentage stake to more than 38%.

The company, which is offering to pay €6.40 per share (€6.30 following the payment of the dividend approved by the General Shareholders’ Meeting) has indicated that its objective involves controlling between 51% and 55% of the Spanish group and for the remaining shares to continue to be listed. If that limit is exceeded, the company will consider making way for the entry of a financial partner in the share capital. Minor has also said that its objective involves increasing NH’s dividend by 50% next year to €0.15 per share.

The Thai group recorded revenues of €1.4 billion in 2017, has a market capitalisation of €3.9 billion and employs 66,000 people. With this operation, Minor will strengthen its hotel presence in America and Europe. Minor has 161 hotels and 20,384 rooms, primarily in Asia and Africa, whilst NH has 382 establishments and 59,350 rooms. Currently, the only markets in which the two chains have a presence are Brazil, Portugal and the United Kingdom.

At the General Shareholders’ Meeting held in June, the Chairman of NH’s Board, Alfredo Fernández Agras, described the offer as insufficient. Moreover, the President of Hesperia and CEO of NH, José Antonio Castro, expressed his criticism of the operation and his dissatisfaction with the Thai group’s entry onto the Board of Directors, where it now has three representatives.

Original story: Expansión (by Rebeca Arroyo)

Translation: Carmel Drake

Deloitte: 173 New Hotels will Open in Spain Between Now and 2021

9 June 2018 – Expansión

The tourist boom and interest in the real estate sector have boosted the hotel segment. So far this year, operations amounting to €2.4 billion have been closed and an acceleration is forecast for the coming months.

Spanish hotels are standing out as one of the most sought-after assets for investors in the real estate market. The tourism boom in Spain, which recorded its fifth consecutive record year in 2017 with the arrival of 82 million international visitors, coupled with the property boom, caused hotel investment to reach maximums in 2017 of almost €3.1 billion. Moreover, the commitment from investors to these assets will allow that figure to double this year.

According to data from the Hotel Property Handbook, compiled by Deloitte, to which Expansión has had access, €3.1 billion was transacted in the segment last year, which represents an increase of 44% YoY and accounts for 22% of all the investment activity undertaken in Europe, placing Spain at the head of the investment ranking behind only the United Kingdom, which accounted for 29%.

During the first five months of this year, more than €2.4 billion has been invested, which will be added to operations currently under negotiation amounting to around €4.2 billion, which are expected to close over the coming months, according to the study.

“So far this year, we have transacted an investment volume almost as high as that signed during the whole of last year. The private equity funds are proving to be the main stars of the activity, which may even double the figure recorded in 2017”, said Javier García-Mateo, Partner at Deloitte Financial Advisory.

Loans

That is in addition to the strong appetite from traditional Spanish credit institutions to finance hotel properties, due to the momentum of the sector. Their financing spans projects under development, including remodellings, repositionings and developments. In this sense, the most active banks in terms of senior lines of credit for these assets are CaixaBank, Santander and Sabadell.

Investors are betting on mega-operations and the creation of large portfolios, which will allow them to have a diversified business and gain bargaining power over tour operators.

This trend comes in addition to the interest from Asian players in hoisting their flags in Spain. For example, the emergence of the Thai group Minor in NH Hotel Group, which has reached an agreement to purchase HNA’s stake in the Spanish hotel chain and is studying a takeover bid for 100% of the company.

In this context, the large hotel groups have taken advantage of the boom years to invest in improvements in their asset portfolios although there is still a long way to go. The opening and renovation of hotels consolidated itself in 2017, with activity involving 74 hotels and 12,500 rooms, reaching cruising speed following a significant recovery in 2015 and 2016, with projects in 120 hotels and almost 17,300 rooms.

Over the next five years, investment in work to adapt the hotel stock is expected to amount to €2.2 billion.

According to the report, 65% of the hotel stock in Spain is obsolete, with an average age of more than nine years, which makes investment in capex the main priority if operators are to handle the competitive pressures and achieve better margins.

“The strong growth in tourism in Spain contrasts with average rates that are still excessively low in the holiday segment. The renovation of obsolete projects, combined with the arrival of international operators, will allow the repositioning of an offer that ought to compete on quality rather than quantity”, explains Viviana Otero, from Deloitte Financial Advisory.

By region, the Canarian archipelago, Andalucía and the Balearic Islands are the regions that require the greatest capex spending, accounting for almost 68% of the total.

This effort has contributed to an improvement in the main performance ratios of hotels. According to Deloitte, revenues per available room (RevPAR), one of the main profitability indicators, grew by 10% last year.

New openings

The strong performance of the sector also accounts for the new promotions and project renovations underway. Over the next four years, 173 hotels are expected to be opened in Spain containing almost 30,000 rooms. “53% of those will be new projects and 47% will be renovations. It is worth highlighting the importance that rebranding is gaining as a defensive strategy against the alternative destinations of Greece, Turkey and Croatia, said Patricia Plana from Deloitte Financial Advisory.

In terms of challenges facing the sector, the report highlights the saturation of certain destinations in the summer and the problems of co-existence alongside local residents in those regions, as well as the recovery of competitor countries in Southern Europe and the rise of holiday rentals boosted by collaborative economy platforms such as Airbnb.

Original story: Expansión (by Rebeca Arroyo)

Translation: Carmel Drake

Minor Buys 26.5% of NH Hoteles from HNA for €622M

5 June 2018 – El País

The Thai company Minor International has purchased the Chinese conglomerate HNA’s 26.46% stake in NH Hotel Group for a total of €662.3 million, and has whereby become the largest shareholder of the Spanish hotel group, according to a statement filed on Tuesday by the Chinese company with Spain’s National Securities and Markets Commission (CNMV).

The operation has been divided into two tranches. On the one hand, HNA has sold a package of 65.85 million shares in the Spanish group, representing 17.64% of NH’s share capital, at a price of €6.40 per share, for a total of €421.4 million. That operation is expected to be closed by the middle of this month.

On the other hand, the Asian group has sold 32.93 million shares, representing 8.83% of NH’s share capital for €6.10 per share, equivalent to a total price of €200.9 million. Nevertheless, this second operation is subject to the execution of the first and is expected to be closed by the middle of September.

Forced takeover

Currently, Minor holds a 10.22% stake in NH, although it only holds 1.66% in shares. It holds the remaining 8.56% through financial instruments. When its acquisition of HNA’s stake is completed, Minor will be obliged to launch a takeover bid for 100% of the Spanish hotel group, as established by the law, as it will exceed the threshold of 30% of its share capital. The minimum price of that bid will have to be €6.40 per share.

Minor acquired its first stake in NH a month ago, with the purchase of 8.6% from the fund Oceanwood for €196 million, when it paid exactly the same price (€6.40 per share) that it will now pay HNA. Following that operation, Minor explained that “no management changes are expected” in NH in relation to its investment in the company, but it left the door open to expand its stake and, therefore, take absolute control over it.

Minor International Public Company Limited (MINT), the company that operates the Minor Hoteles brand, has 160 hotels, 2,000 restaurants and 400 outlets, most of which are located in South-East Asia. The firm’s market capitalisation amounts to around €4 billion.

Original story:El País (by Ramón Muñoz)

Translation: Carmel Drake

Elliott & Minor Enter the Bidding for HNA’s Stake in NH

30 May 2018 – Expansión

The bidding to acquire the stake owned by the Chinese holding company HNA in NH is entering the home stretch. The Asian giant has set this week as the deadline for the receipt of binding offers for its 29.5% stake in NH, which will be diluted to 25.5% following the execution of the hotel chain’s convertible bonds that are currently in circulation.

The investment funds that have made it to the final round are Lone Star, which has joined forces with the US hotel chain Hyatt to launch its offer, as well as Apollo and Elliott, who have also expressed their interest. Meanwhile, Starwood Capital and Blackstone, which both analysed the operation, have been excluded from the process.

The offers from the funds fall in the range of between €5.50 and €6.00 per share, according to market sources. Yesterday, NH’s share price closed at €6.39. Other sources explain that the funds have signed a standstill with the company so as to not exceed 20% in NH following the operation and whereby avoid having to launch a takeover bid for 100% of the entity at a low price.

These funds have also been joined by the Thai hotel chain Minor, which last week acquired €30 million of Oceanwood’s shares, representing 8.6% of NH, for around €190 million. The agreement includes a pact whereby the manager concedes Minor the right to exclusively negotiate the purchase of the rest of its stake in NH, which, after the bond conversion, will amount to 9.5%.

If it were to acquire all of HNA’s stake, Minor would clearly exceed the 30% threshold that would oblige it to launch a takeover bid for the entire company. In that scenario, the Thai group, whose shares are traded on the Hong Kong stock market, would have a number of alternatives: sell some of its stake on the market, buy fewer shares from HNA or request permission from the shareholders to launch a takeover bid (…).

Original story: Expansión (by Rebeca Arroyo)

Translation: Carmel Drake

Thai Hotelier Minor Acquires 8.6% of NH from Oceanwood

23 May 2018 – Expansión

The Thai hotel company Minor Hotels Group has entered the shareholding of NH Hotels with the purchase of a package of 30 million shares, representing 8.6% of the Spanish hotel chain’s share capital, from the British investment fund Oceanwood for around €190 million, as revealed by Expansión.

The agreement reached between Oceanwood and the company headquartered in Bangkok has been closed for a price of €6.40 per share, slightly above NH’s share price at the end of trading yesterday (€6.35). The hotel chain’s share price has appreciated by 5.83% so far this year. Evercore has been the advisory bank to Minor. On the legal, Baker has advised the Thai firm whilst Garrigues has advised Oceanwood.

Minor, whose shares are listed in Bangkok, has a market capitalisation of USD 6 billion and owns 161 hotels in 26 countries. The chain is the owner of the brands Anantara, Avani, Elewana, Oaks and Tivoli and also operates establishments owned by the chains Four Seasons, Marriott and St. Regis.

The purchase of this share package makes Minor NH’s third-largest shareholder, behind the Chinese holding company NHA, with a 29.5% stake and Grupo Hesperia, in the hands of the businessman José Antonio Castro, with 9%. Oceanwood will continue as the fourth-largest shareholder, with almost 5%, although it will strengthen its weight after exercising the conversion rights of a convertible bond that it subscribed to five years ago and which it will execute soon. The fund first invested in NH in 2013 by purchasing stakes owned by the savings banks and has grown its share over the last few years.

In this way, as a consequence of the conversion of all of NH’s convertible bonds, Oceanwood will hold 9.5% of the share capital post-conversion, assuming that all of NH’s convertible bonds currently in circulation are converted.

The exit of the Chinese

This shareholder move comes in the middle of the divestment process being undertaken by HNA, which in January announced that it had engaged JPMorgan and Benedetto, Gartland and Company to “review” its shareholder position in NH and to identify potential buyers.

That decision by the Chinese group came after Barceló’s failed proposal to merge its businesses with those of its rival NH. The offer, which was overwhelmingly rejected by NH’s Board of Directors, stirred up rumours of a takeover once again. Last week, the Chinese group revealed that, after receiving interest from various investors, it plans to put its 29.5% stake up for sale.

NH, with 380 hotels and around 59,000 rooms, closed the first quarter of 2018 with a net profit of €21.7 million, compared with losses of €24.8 million during the same period in 2017.

Original story: Expansión (by Rebeca Arroyo)

Translation: Carmel Drake

Oceanwood to Strengthen its Position in NH Following €280M Capital Increase

8 May 2018 – Expansión

The British investment fund Oceanwood is going to strengthen its position in the hotel chain NH Hotel Group, of which it is currently the second largest shareholder with a 12% stake, following the capital increase that the company is expected to carry out in the near future.

The hotel chain is going to increase its share capital to finance a convertible bond issue undertaken in 2013, which is due to expire at the end of this year, but which may be exchanged for shares before the end of that period, in accordance with the conditions of the issue.

NH will handover 50.8 million shares to the bondholders, equivalent to 14.5% of the existing share capital. The company already has 7.5 million own shares, and so the capital increase will involve the issue of 43 million new shares, which at current market prices represents a total sum of around €280 million. With this operation, NH will manage to reduce its debt with the issue of new shares and will thereby advance with its objective to improve its level of leverage.

Of NH’s major shareholders, Oceanwood was the only one to participate in the issue, subscribing almost 30% of the debt, which means that its stake will amount to 15.5%, whilst HNA, with 29.5% of the share capital and Grupo Hespería, in the hands of the businessman José Antonio Castro, with 9%, will see their stakes in NH diluted. The price of the conversion was set at €4.92 per share back in the day, whereas NH’s share price closed yesterday at €6.43, which implies a 30% appreciation over the conversion price.

Although the bond is not due to expire until November, the Board of Directors has the authority to force its conversion ahead of time given that one of the conditions included to that effect in the brochure has been fulfilled. Specifically, the conditions of the issue indicated that in the event that NH’s share price rises above €6.39 for more than 20 days during a 30 day period, then the company could force the conversion. That situation was achieved last week. The board met on Wednesday to present the company’s results.

Last October, NH announced that it had fully repaid and cancelled all of the senior debt obligations issued amounting to €250 million, with maturity in 2019 and whose principal pending payment amounted to €100 million.

The group’s gross debt amounted to €736 million at the end of last year and the bulk of that debt is due to mature in 2023.

Original story: Expansión (by Rebeca Arroyo)

Translation: Carmel Drake

Chinese Conglomerate HNA Wants to Sell its Stake in NH Hotels

19 January 2018 – El Mundo

The largest shareholder of NH Hotels, the Chinese conglomerate HNA, is considering the possibility of divesting its stake in the Spanish hotel group. It has engaged the entities JPMorgan and Benedetto Gartland to identify possible buyers for its 29.3% participation in the Spanish hotel chain.

The Chinese investor group has submitted this information to the National Securities and Markets Commission (CNMV), explaining that it has engaged the aforementioned entities “to review its shareholding position in the NH Hotel Group”, which it holds through its company Tangla Spain, “which includes the identification of possible buyers for its stake”.

It was only a week ago that the Board of NH unanimously rejected the merger proposed by the Barceló group. This possible sale could be driven by the need for liquidity but the rejection decision may have precipitated the move by the Chinese firm.

The Chinese investor group had entered NH in 2013 with an initial participation of 20% through the subscription of a capital increase amounting to €234.28 million, which it increased to 29.5% in November 2015, after purchasing the 8.33% stake that the entity Intesa Sanpaolo held in the listed hotel chain.

Nevertheless, the disagreements arose shortly after its entry into the Spanish group’s share capital. The purchase of Carlson Rezidor, a rival of the Spanish hotel group in certain markets, resulted in the exclusion of the Chinese company from NH’s Board due to a conflict of interest. The letters confirming these disagreements were made public and the parties even came to a head in the courts.

HNA needs to obtain liquidity to pay off a debt that it took out in 2015, after carrying out several acquisitions worth USD 40 billion (€32.65 billion). And in December, it announced its intention to sell assets worth US 6 billion (€4.897 billion).

By the middle of November, the Asian conglomerate had sold 1.14% of its share capital in the Spanish hotel group, which meant divesting 4 million shares, whereby obtaining some liquidity.

Based on the current composition of NH’s shareholders, HNA is followed by the investment fund Oceanwood, with 12%, and the Hesperia Investor Group, with 9%.

Original story: El Mundo (by Silvia Fernández)

Translation: Carmel Drake

NH Rejects Barceló’s Offer But is Willing to Consider Other Proposals

11 January 2018 – Expansión

Yesterday, the Board of Directors of the NH Hotel Group revealed its position regarding the proposal made by Barceló to merge the two businesses. And, although it expressed its “unanimous” rejection of the offer, it did say it was willing to consider future “strategic opportunities” within the framework of “the consolidation trends that are prevailing in the sector”.

“The Board has carefully considered the fact that the proposed structure – a merger – would not allow for the creation of value for our shareholders over and above that already forecast for NH operating independently”. In its analysis, the Board does not consider appropriate “either the intrinsic value assigned to NH by the Barceló Group’s offer, or its scope or the exchange ratio offered”, according to the explanation presented to the CNMV.

The Co-President of Barceló, Simón Pedro Barceló, sent a letter addressed to NH’s Board of Directors in November, proposing the integration of the two groups to create a “national champion” with more than 600 hotels and 110,000 rooms around the world, as Expansión revealed on 20 November.

The Mallorcan group proposed taking control of 60% of the resultant (merged) company and for the remaining 40% to end up in the hands of the shareholders of the NH Hotel Group. It also set the price of the latter at €7.08 per share, which meant valuing the company at €2.48 billion.

Exchange ratio

For NH’s most senior governing body, which met yesterday for the second time to analyse the proposal made by its competitor, the exchange ratio proposed by Barceló does not reflect the relative valuation of the two companies, nor does it incorporate a control premium over NH’s share value or take into account the potential appreciation in the firm’s share price operating independently. Moreover, NH’s directors emphasised that the offer does not open a window of liquidity for its shareholders. The offer – which is non-binding and conditional upon a due diligence (detailed analysis) – proposes an integration with NH Hotel in exchange for shares issued by the latter, with the resultant company being listed. This operation, therefore, would effectively allow Barceló – which is owned by the third generation of the family of the same name – to debut on the stock market.

“The Board has valued very negatively the fact that the offer from Grupo Barceló lacks liquidity for NH’s shareholders”, reiterated the Board of the listed company.

NH’s Board of Directors includes Alfredo Fernández Agras, representative of Oceanwood (with 12% of NH’s share capital); José Antonio Castro and Jordi Ferrer Graupera, both representatives of Hesperia, with a 9.1% stake; and Ramón Aragonés, CEO of NH. By contrast, HNA does not have a presence on the Board, despite being the majority shareholder, with a 29.5% stake. The Chinese giant was expelled (from the Board) in June 2016 due to a conflict of interest after it signed a purchase agreement with Carlson Rezidor, which competes with the Spanish firm in certain European countries.

Sources at Barceló expressed their respect regarding NH’s decision, although they acknowledged that the position adopted by their rival left them with “a bitter taste since they had not been able to convince the Board of the good intentions behind the operation”. And they added: “We think that the offer was good for the Spanish hotel industry, the shareholders of NH and Barceló and the economy of the country as a whole, which would have benefitted from having a national champion to go out and compete seriously overseas”.

In response to NH’s rejection, Barceló “said the discussion was over”. According to sources at the company, “no other proposals are possible”.

The decision of NH’s Board of Directors was made public at the end of trading. NH’s shares finished trading yesterday at a price of €6.115 per share, after rising by 1.83%. Since Barceló expressed its interest in NH, the share price of the latter has increased by 22% (…).

NH closed 2016 with sales of €1.475 billion, an EBITDA of €181 million and a net profit of €30.8 million. The group’s strategic plan for the next three years forecasts a recurring profit of €100 million and an EBITDA of up to €290 million in 2019.

Meanwhile, Barceló closed 2016 with turnover of €2.855 billion, net sales of €1.98 billion, an EBITDA of €339 million and a net profit of €125 million.

At the operating level, NH has 380 hotels and 59,000 rooms in more than thirty countries, whilst Barceló owns more than 230 hotels in 22 countries and almost 52,000 rooms.

Original story: Expansión (by Rebeca Arroyo)

Translation: Carmel Drake

NH’s Board Will Assess Potential Merger with Barceló on 20 December

2 December 2017 – Expansión

Advisors / NH Hotel Group and Grupo Barceló have made initial contact through their advisor banks, Merrill Lynch and Banco Santander, respectively.

Progress is being made in what is shaping up to be the mega-operation of the decade in the hotel sector in Spain. The members of the most senior governing body of NH Hotel Group have agreed to meet on 20 December to study a possible merger with the firm’s rival Grupo Barceló.

At the meeting, NH’s Board of Directors will address the proposal made by its rival to integrate the businesses of the two groups and create a “national giant” with more than 600 hotels and 109,000 rooms around the world. This hotel giant would be controlled by Barceló (60% stake), and the current shareholders of NH would hold the remaining 40% share, as Expansión revealed on 20 November.

NH’s directors will consider preliminary reports from Merrill Lynch at this first meeting. The bank has been chosen by the hotel group’s management committee to analyse the operation.

The letter signed by Simón Pedro Barceló, Co-President of Grupo Barceló’s Board of Directors, is dated 14 November, which is when NH’s Board of Directors last met to approve the firm’s quarterly accounts. Nevertheless, the operation in question was not discussed at that meeting.

In his letter, Barceló proposed a period of up to three months to complete the preliminary work and submit a transaction proposal for approval by the governing bodies of both companies. Barceló, which in its offer letter values NH at €2,480 million, has engaged Banco Santander to analyse the operation. The financial advisors of the two companies are now in contact.

Stock price increase

NH’s shares have soared in value by more than 20% since Barceló announced its intention to integrate the two companies.

Barceló’s proposal values each NH share at €7.08, which would represent a premium of 17% over the current list price of €6.03. The endorsement of the market for this operation, as well as the first valuations of the advisor bank, will be one of the matters that the members of the Board will take into account.

NH’s most senior governing body is chaired by Alfredo Fernández Agras, who represents the British fund Oceanwood (which holds a 12% stake in NH). Moreover, its members include Ramón Aragonés –CEO of NH–, José Antonio Castro Sousa and Jordi Ferrer Graupera, both representatives of Hesperia.

The group chaired by Castro – a priori, one of the people who is most opposed to the agreement – announced on Monday that it had early repaid a loan granted by Santander for €122.7 million guaranteed by 31,870,384 NH shares, representing 9.1% of the share capital (its stake in the group).

To repay that loan, which was due to expire on 23 December 2017, the company has signed a new financing agreement with Société Générale for €97.55 million, guaranteed by the same shares, explain financial sources to Expansión.

By contrast, HNA does not have any representatives on the Board of Directors, even though it is the company’s largest shareholder, with a 29.5% stake.

The Chinese conglomerate was expelled in June 2016 due to a conflict of interest after it made an agreement to buy Carlson Rezidor, which competes with the Spanish firm in several European countries.

In its place, Paul Daniel Johnson, Fernando Lacadena Azpeitia, María Grecna and José María Cantero de Montes-Jovellar were appointed, at the request of the funds, to serve as independent directors. José María López-Elola González and José María Sagardoy also feature in that category.

Original story: Expansión (by Rebeca Arroyo)

Translation: Carmel Drake