Santander Unblocks Sale Of Ciudad Financiera After AGC’s Mega-Offer

15 September 2017 – Voz Pópuli

The soap opera involving the sale of Santander’s Ciudad Financiera is closer than ever to being resolved. The Arab fund AGC Equity Partners, Santander and the majority of the creditors have reached an understanding to unblock the process, which has been stalled for three years, after the company that administers Santander’s global headquarters, Marme Inversiones 2007, filed for bankruptcy.

The key has been the size of the new offer presented in recent months by AGC, amounting to around €2,800 million, according to financial sources consulted by Vozpópuli. With this proposal, all of the creditors would receive the amounts due to them and there would even be some funds left over to share out amongst Marme’s original shareholders: the property magnate Glenn Maud and the fund Aabar Investments, controlled by IPIC, which owns Cepsa.

AGC has already informed the judge handling the bankruptcy – at Mercantile Court number 9 in Madrid – that the situation is now ready to be unblocked. But the magistrate has left everything hinging on the Provincial Court, which still has to resolve several prior appeals. Various sources consulted indicate that these resolutions could be resolved by the end of this year or the beginning of 2018. Then the formal auction of the company that owns the Ciudad Financiera could be launched, with AGC as the main favourite, assuming no last minute surprises.

Santander’s role

One of the keys behind sorting out the sale of the Ciudad Financiera is that Santander has withdrawn an appeal that threatened to perpetuate the bankruptcy process. In this way, the bank chaired by Ana Botín, advised by Clifford Chance, decided to submit a letter alleging that the Marme liquidation plan was not taking into accounts its right to sound out the market (for potential buyers).

In addition, Santander engaged Goldman Sachs to look for offers that would better fit with their interests. Paradoxically, the firm that is now best positioned to win – AGC – is the same one that blocked the bank’s appeal. According to legal sources, Santander pays an annual rent of around €110 million for the property and the rental contract runs until 2048, neither of which would vary under the new owner. But there are other clauses in the agreement that would be changed in favour of Santander.

The final stumbling block is the position of two of the players that invested in Marme Inversiones after it filed for bankruptcy: Aabar Investment, which purchased the shares of one of the original shareholders, the British businessman Derek Quinlan, and which would like to buy the Ciudad Financiera itself; and the Luxembourg company Edgeworth Capital, led by the controversial Iranian banker Robert Tchenguiz.

Sources close to the process think that it will be hard for their appeals to gain traction in the face of AGC’s willingness to repay all the creditors; something that no other investor has offered until now. The other recent offers amounted to between €2,400 million and €2,500 million.

Origin of the problem

Marme Inversiones 2007 filed for bankruptcy in 2014 after it was unable to pay its debts. The company was created in 2008 with very heavy financial burdens, at the worst time, shortly after the bankruptcy of Lehman Brothers. Marme paid €1,900 million for Santander’s headquarters in Boadilla del Monte.

Now the situation is just the opposite. The good times in the market mean that obtaining financing is cheaper than it has been for the last decade, something that AGC wants to take full advantage of to seal this complex operation.

Original story: Voz Pópuli (by Jorge Zuloaga)

Translation: Carmel Drake

Ortega Acquires Torre Cepsa For €490M

3 October 2016 – La Opinión A Coruña

On Friday, the founder of Inditex, Amancio Ortega, completed the acquisition of Torre Cepsa in Madrid, for around €490 million, according to sources close to the operation. Ortega submitted his offer through his real estate company Pontegadea to IPIC, the Abu Dhabi state fund, owner of the oil and gas company Cepsa, which has leased the property, owned until now by Bankia, since 2013.

The building, one of the four towers in the north of Paseo de la Castellana, has a surface area measuring more than 109,000 sqm, including offices covering a gross leasable area of 56,250 sqm and a five-storey car park measuring 37,500 sqm.

The operation was completed in two phases. In the first phase, Khadem Al Qubaisi, the former director general of IPIC, exercised his purchase option, worth around €400 million to acquire the building. He then immediately sold the property onto Pontegadea for €490 million.

In October 2013, Bankia signed an agreement to lease the tower, designed by Norman Foster, which houses the corporate headquarters of Cepsa. The contract had an eight-year term, extendable for another seven years on a year by year basis. But it included a future purchase option, which the tenant had the right to exercise for a price to be determined at the time of the operation, on the basis of objective criteria agreed in advance.

As such, Amancio Ortega has acquired his second skyscraper on La Castellana, following his purchase of Torre Picasso, in 2011, for €400 million. The richest man in Spain and the second wealthiest man in the world also owns number 32 on Madrid’s Gran Vía, which makes him the landlord of some of Zara’s key rival brands such as Mango, H&M and Primark.

This purchase expands Ortega’s property portfolio, which used to be worth around €6,000 million – and is now worth more, if only because of the significant income that will result in terms of rental payments -. And the buildings that Pontegadea buys have a clear profile: iconic, historical buildings, dedicated to commercial and office use that can be rented to companies and institutions that are significant because of their size or solvency. The firm has a genuine real estate empire in Madrid, Barcelona and the main capital cities of Europe and the USA, but in recent months, it has also started to set its sights on Asia. (…).

Pontegadea’s bid was most favoured by IPIC even though it was not the highest – it had received others for €530 million – but the fund ruled those out because it preferred the liquidity and seriousness of Ortega’s offer.

Original story: La Opinión A Coruña

Translation: Carmel Drake

Ortega Finalises Purchase Of Torre Cepsa For €500M

9 September 2016 – Expansión

The countdown has begun to one of the major operations of the year in the real estate sector. Ipic (International Petroleum Investment Company) – the Abu Dhabi state fund that owns the oil company Cepsa, the current tenant of the property – has notified Bankia of its intention to exercise its purchase option over Torre Cepsa, according to sources close to the operation.

The exercise of this call option unblocks the process that Ipic initiated several months ago, as part of its plan to execute the option to acquire the building and then sell it on to a third party almost immediately. On the basis of the offers received, the Arab Emirate fund has favoured the bid submitted by Pontegadea – the investment arm of Amancio Ortega.

Ponteagadea, which has become one of the largest real estate investors in Spain and overseas, is the clear favourite to purchase the property, which is located in the Cuatro Torres complex on Paseo de la Castellana (Madrid). Amancio Ortega, who is backed by the financial strength of his stake in Inditex, has offered to pay around €490 million for the property.

In October 2013, Bankia signed an agreement with Ipic to lease the tower that it owns, through its stake in Torre Norte Castellana. The lease contract was signed for a period of eight years, which may be extended by another seven years, on an annual basis.

Similarly, this agreement included a future call option, whose execution deadline is due to expire at the end of this month. Specifically, the expiry of this right drove Ipic to launch a process to look for investors interested in acquiring the asset. Ipic operates as a sovereign fund to channel energy investments from the Abu Dhabi Government.

According to Bankia’s audit report for 2015, the book value of the property is €384 million. That figure falls below the range of €400 million to €450 million at which the skyscraper was valued in 2013, when Bankia and Ipic signed their agreement.

Pontegadea is the second largest private real estate investor in Spain, with assets worth more than €6,000 million….surpassed only by Merlin (…). Amancio Ortega’s bid for Torre Cepsa is the favourite, but it is not the only one.

Other interested parties

Since the process to sell Torre Cepsa began, the asset has sparked interest amongst funds and investors, both at home and overseas.

The domestic players that have expressed interest in the asset include the Spanish Socimi Axiare. This real estate investment vehicle, which specialises in the office segment, held a portfolio of assets worth €1,048 million at the end of June.

One of Axiare’s main rivals is Merlin, the current owner of Torre PwC (previously known as Torre Sacyr Vallehermoso), which houses the headquarters of the professional services firm chaired by Gonzalo Sánchez, as well as the five-star Eurostars Madrid Tower hotel.

Torre Cepsa has 34 storeys and a surface area covering more than 109,000 sqm, of which 72,300 sqm corresponds to offices. The remaining space comprises five floors of parking.

Original story: Expansión (by R. Arroyo/M.A. Patiño)

Translation: Carmel Drake

Ipic Finalises Sale Of Torre Cepsa For €500M+

3 May 2016 – Expansión

Ipic, the Abu Dhabi state fund behind the oil company Cepsa, is trying the sell the so-called Torre Foster for a price that could range between €500 million and €600 million.

Ipic is negotiating with a small group of foreign funds, including, some investors from the Middle East. The operation will mark a milestone in the new boom that the real estate sector in Spain is currently experiencing and will serve to boost other projects currently on the horizon, such as the so-called fifth tower, which the businessman Juan Miguel Villar Mir wants to construct in the Cuatro Torres complex, where the Foster skyscraper is located.

That price is significantly higher than the figure of between €400 million and €450 million that the Torre Foster, now renamed Torre Cepsa, given that it houses the headquarters of the oil company, was valued at when Ipic signed a call option to purchase the building from Bankia back in 2013.

That option has not been exercised yet. It will be exercisable after the summer. Hence, Ipic has accelerated the negotiations to acquire the building and, almost immediately, sell it on to a third party. Technically, the property is still owned by Bankia.

Gain for Abu Dhabi

The additional value that Ipic obtains for the building, if it manages to sell it to a third party for more than the price established in the call option, will represent a gain for the fund, in other words, for the Government of the Arab Emirate of Abu Dhabi.

Ipic (International Petroleum Investment Company) operates as a sovereign fund for channelling investments in energy and other similar sectors by the Government of Abu Dhabi. The group owns assets amounting to USD 68,000 million and holds investments in around twenty companies, of which Cepsa is the largest.

Bankia’s agreement with Ipic seemed like a great deal for the bank at the time. Back then, in the midst of the hangover from the real estate crisis, the price established for the option to sell the building was very attractive. In addition, Ipic rented out the whole building to house Cepsa’s headquarters, although the oil company did not end up occupying all of the floors.

The tower has a surface area of more than 100,000 m2, of which around 72,312 m2 relates to above ground offices and a further 37,500 m2 corresponds to five underground floors.

The agreement between Bankia and Ipic included a lease contract for an extendable eight-year term. This long-term contract is another of the elements that will increase the value of the building in the event that Ipic ends up selling it to a third party. At the moment, Bankia charges Ipic a monthly rent of €1.6 million, through the company Torre Norte S.A.. Ipic pays for the rent through the company Muscari Development, B.V., which is domiciled in The Netherlands. That price includes discounts that end in June 2016. The lease contract includes the call option to buy the entire building. (…). The Ipic group began to evaluate options for selling the building at the end of last summer, following the collapse of the global oil prices. (…).

Original story: Expansión (by M.Á.Patiño and R.Arroyo)

Translation: Carmel Drake