The Reuben Brothers Edge Ahead in the Bid for Santander’s Ciudad Financiera

22 October 2018 – Eje Prime

The Reuben brothers are in pole position in the race for Santander’s Ciudad Financiera. Their company, Reuben Brothers, has submitted the best offer for the headquarters that the Botín family’s bank owns in Boadilla del Monte (Madrid).

The other two companies bidding in the operation, which is reportedly worth around €3 billion, are AGC and Banco Santander itself. Those three players are the only ones that submitted bids for the Ciudad Financiera on Friday, the deadline for the submission of final offers.

The sale of Santander’s headquarters is part of the insolvency proceedings in which the former owner of the asset, Marme Inversiones, is immersed. The brothers Simon and David Reuben, with the support of JP Morgan, have sent the highest bid to the court, followed by AGC and Santander, according to Vozpópuli.

The envelopes are going to be opened between Wednesday and Thursday of this week, nevertheless, the sale could still be postponed for a little longer by the courts. Not in vain, the Santander Group claims that it has the right of first refusal in the operation, which means that it could improve on the offer that emerges victorious from the bid this week. Neither the Reuben Brothers nor AGC consider that the bank holds this option; they argue that this matter was already resolved during the bankruptcy proceedings.

Original story: Eje Prime

Translation: Carmel Drake

Santander & Sabadell Need To Recognise c. €400M in Provisions to Cover Sareb’s Losses

2 July 2018 – El Confidencial

The bad bank is continuing to generate problems for the Spanish financial sector. Both for the State, due to the stake held by the Spanish Fund for Orderly Banking Restructuring (FROB), and for the large banks, which own 55% of the entity’s share capital. In this way, the deterioration of the Company for the Management of Assets Proceeding from the Bank Restructuring (Sareb) is going to have repercussions for the banks, which will need to recognise additional provisions worth €402 million.

Specifically, the company chaired by Jaime Echegoyen (pictured above) has updated its business model to reflect forecast losses of 73% of the initial investment, which amounted to €4.8 billion in 2012 split between share capital (€1.2 billion) and subordinated debt (€3.6 billion). “It has performed a reality check, so now we know the figures that we have to stick to”, said one banking executive.

The entities most affected by these revised forecasts are Santander, following its incorporation of Popular, which now owns 22.22% of Sareb; CaixaBank with 12.24%; and Sabadell with 6.61%. Nevertheless, “the impact ought to be very limited, given that “the banks already have provisions to cover the majority of those losses”, explains Nuria Álvarez, analyst at Renta 4, in a note from the bank analysing Sareb’s revised business plan.

Banco Santander has a €1.07 billion exposure to Sareb, although it has now provisioned 50% of that figure, and so it needs additional provisions amounting to €246 million, according to calculations by JP Morgan. The analysts reduce the impact to less than 2% of the profits of the group chaired by Ana Botín.

Impact for Sabadell

The other entity that stands out in this sense is Sabadell, which, according to the US bank, has an exposure amounting to €323 million with current provisioning levels covering 29%, divided between €228 million in share capital and €95 million in subordinated debt. Therefore, according to these calculations, Banco Sabadell needs to recognise additional provisions amounting to €142 million.

The third bank with provisioning needs is CaixaBank, on the basis of these estimates, although they are somewhat residual. The bank chaired by Jordi Gual has an exposure amounting to €593 million, but with a 70% provision, meaning that its shortfall amounts to just €18 million. Meanwhile, Bankinter and Bankia do not have any provisioning needs, according to JP Morgan, and BBVA did not participate in the creation of Sareb.

The bad bank was created in 2012 to assist with the digestion of toxic property in the financial sector. Under the then presidency of Belén Romana, who has recently joined Santander’s Board ahead of the upcoming departure of Rodrigo Echenique, the entity promised profits to the banks to attract capital. The deadline for the completion of Sareb’s work is 2027, the year for which the revised business plan forecasts losses with respect to the initial investment.

Original story: El Confidencial (by Óscar Giménez)

Translation: Carmel Drake

Santander Values its Stake in the JV with Blackstone at €1.566bn

16 May 2018 – Expansión

Santander has recorded on its balance sheet its 49% stake in the company that it has created with Blackstone for a value of €1,566 million. The stake has been recognised in the portfolio of investments in joint ventures and associated companies. The bank and the US fund, which controls the remaining 51% of the JV’s share capital, constituted the company on 22 March. The alliance, a conglomerate of companies grouped together under the parent company, Project Quasar Investments 2017, brings together the former real estate portfolio of Popular. It contains gross assets worth €30 billion, which have been appraised at €10 billion net under the framework of the transaction.

Meanwhile, the two partners have now agreed on the configuration of the Board of Directors for the joint venture. The governance body will comprise seven members. In line with the distribution of the share capital and its control of the management of the assets, Blackstone will have a majority of four positions on the Board, including that of Chairman.

Santander will be represented by three directors. One of them is Javier García Carranza, the executive to whom the entity chaired by Ana Botín has entrusted the process to clean up Popular’s balance sheet. García Carranza is the Deputy CEO of Grupo Santander and a member of Popular’s Administration Board, a transition body that will disappear once the legal merger of the two banks has been completed. García Carranza also represents Santander on the boards of Sareb, Metrovacesa and the real estate manager Altamira, amongst other companies.

The other directors linked to Santander that will sit on the Board of the joint venture are Carlos Manzano and Jaime Rodríguez-Andrade, specialists in real estate investments and asset recoveries, respectively.

Meanwhile, Diego San José, Head of Blackstone’s Real Estate division in Spain is going to be the Chairman of the company. Eduard Mendiluce, Jean Francois Bossy and Jean Christophe Dubois are the other directors who have been appointed by the fund.

In order to launch the company, Santander and Blackstone have subscribed a syndicated loan amounting to €7,332 million. Several banks have participated in the loan, which is led by Morgan Stanley and Deutsche Bank, including Bank of America Merrill Lynch, JP Morgan and RBS, as well as Blackstone itself, which has contributed €1 billion. The financing has been signed over a 5-year term and matures in 2023.

The sale of Popular’s real estate portfolio and the deconsolidation of the assets have resulted in a 10 point improvement in Santander’s core capital ratio. Its solvency now stands at 11%, the target for 2018.

Original story: Expansión (by M. Martínez)

Translation: Carmel Drake

Blackstone Includes its own RE Manager in the Popular Divestment Deal

3 May 2018 – La Información

Blackstone’s real estate platform, Anticipa, is going to collaborate with Aliseda – founded at the time by Popular – in the management of its voluminous property portfolio. The US fund acquired Anticipa in 2014 when it was awarded Catalunya Caixa’s portfolio, and it has just taken control of Aliseda, as part of the mega-operation signed with Santander. The Cantabrian group included the real estate platform, together with a dozen real estate companies, in the €30 billion gross portfolio of properties that it transferred to the new company, in which Blackstone owns 51% of the capital and Santander held onto the remaining 49%.

Blackstone decided not to merge the companies but they are going to collaborate together, according to information submitted to the market about the syndicated loan signed to close Popular’s transaction. The toxic exposure divested by Santander in the deal known as “Project Quasar” has been valued at €10 billion net, given that there was a provision cushion amounting to 63% of the original value in the case of the foreclosed assets and 75% in the case of the loans.

The transaction was structured with the contribution of 30% in capital and 70% in debt. The bank and the fund are going to contribute almost €3 billion in capital and the remaining almost €7.333 billion will proceed from a financial structure led by Bank of America Merrill Lynch, together with Deutsche Bank, JP Morgan, Morgan Stanley, Parlex 15 Lux, The Royal Bank of Scotland and Sof Investment. The operation has been advised by the law firm Allen & Overy, amongst others.

The “Neptune” portfolio constituted to obtain the financing includes Aliseda in the perimeter along with numerous real estate companies and stakes held in them by Popular, including Tifany Investments, Corporación Financiera ISSOS, Pandantan (Mindanao), Taler Real Estate, Vilarma Gestión, Marina Golf, Popsol, Elbrus Properties, Cercebelo Assets, Eagle Hispania, Las Canteras de Abanilla and Canvives. A large proportion of the assets transferred are plots of land, together with residential homes, industrial warehouses, commercial properties, offices, garages and almost €1 billion gross exposure in hotels.

This operation is going to allow Santander to dramatically reduce its exposure to foreclosed assets from €41.1 billion to €10.4 billion – a figure that is reduced to a net of €5.2 billion thanks to the provisions it has recognised amounting to 50% of the initial value – but enabling it to benefit from the divestments as a shareholder of the company receiving the portfolios with a 49% stake.

The plan includes the use of Socimis

The fund’s divestment plans include constructing or transferring some of the assets to Socimis, a vehicle that Blackstone has made use of for previous operations because it offers tax benefits such as avoiding the need to pay Corporation Tax if they distribute dividends. In gross terms, residential assets accounted for almost one-third of the perimeter of the original properties involved in the transaction.

After leaving the Popular portfolio in the hands of Blackstone, Santander still has €4 billion net in foreclosed assets and €1.2 billion in doubtful financing that it wants to get rid of soon. The bank plans to repackage the assets by batch and put them on the market, where half a dozen entities and Sareb are exploring how to get rid of almost €48 billion gross – the bad bank alone is looking for a buyer for the €30 billion whose sale is being managed by Haya Real Estate, and Sabadell has several batches up for sale amounting to almost €11 billion.

The Cantabrian group acquired Popular when it had closed the chapter to clean up its real estate and now it wants to return to that position quickly. It was its real estate division to leave behind the “red numbers” this year or by the early stages of 2019 at the latest.

Original story: La Información (by Eva Contreras)

Translation: Carmel Drake

Cerberus Postpones Haya’s IPO until its Purchase of BBVA’s RE Portfolio has been Signed

26 April 2018 – Eje Prime

Cerberus is putting the brakes on Haya Real Estate’s stock market debut. The US fund, owner of the real estate servicer, has decided to suspend the process to convert its company into a listed entity until after it has signed the agreement that it reached last year to administer €13 billion of BBVA’s toxic asset portfolio, which is expected to be signed before the end of the year. In addition, the investment firm is waiting to see what decisions its partner Sareb will take regarding a portfolio worth €10 billion that it has recently put up for sale.

The fund, a giant in the sector with almost €40 billion in real estate assets, had planned to complete Haya’s stock market debut before the summer and it had even requested permission from Spain’s National Securities and Market Commission (CNMV) to seal the admission process on the stock exchange.

A few months ago, Cerberus engaged the services of Rothschild to lead the process to convert Haya into a listed company, whilst JP Morgan and Citi were making a Public Sale Offer to the servicer, hoping to obtain a valuation of around €1.2 billion for the fund, according to El Confidencial.

The US firm did not want Haya to debut on the stock market without being sure that Sareb’s mega-operation is not going to affect the valuation of its servicer. Currently, Cerberus manages €24 billion in assets for the so-called bad bank, which accounts for 60% of Haya’s portfolio. That percentage will decrease significantly when BBVA’s €13 billion real estate portfolio enters the equation.

In light of this move, the question now arises as to whether Cerberus will choose to maintain the same strategy of debuting on the stock market with the assets of third parties or to include the properties that are going to be transferred from the bank as its own.

Original story: Eje Prime

Translation: Carmel Drake

Altamira Hires Borja Ortega from JLL to Lead its International Expansion

11 April 2018 – El Confidencial

Altamira is stepping on the accelerator to become the leading servicer in the south of Europe and, to this end, has hired a heavyweight from JLL as the Head of International Expansion and member of its Executive Committee. Borja Ortega (pictured below), Director of Capital Markets at the real estate consultancy is going to join the company controlled by Apollo in May.

The first major challenge that he will have to handle is Altamira’s entry into Italy, a market that the company led by Julián Navarro has been analysing for a while to consolidate its position in the Mediterranean region, having already made its debut in Portugal and Cyprus.

The servicer entered Portugal a year ago by purchasing Oitante, a company created to manage Banif’s assets, a move that allowed it to take over the management of more than €1.5 billion in assets.

In Cyprus, last summer, the servicer created a joint venture with Cooperative Central Bank (CCB), the second largest bank in the country with €7.6 billion in financial and real estate assets, in which Altamira holds a 51% stake and which has been operational since the beginning of this year.

Heavyweight from JLL

Until now, as Head of Capital Markets, Borja Ortega has led the firm’s direct investment activities (the traditional business), its financial advisory practice (portfolios, debt, mergers and acquisitions) and its private wealth business.

Some of the most important operations that he has managed in recent times include the process to sell the Adequa office complex to Merlin and the sale of Edificio España, operations that helped his division to record growth of around 50% in the last two years.

Moreover, Ortega launched the private wealth division, which is one of the first to channel the arrival of wealthy Latin American investors in the Spanish real estate market, and he collaborated in the sale of €30 billion in toxic assets from Santander-Popular to Blackstone, an operation in which the fund was advised by JLL.

Following the arrival of the Socimis, which have now begun to consolidate in the market with the takeovers of Axiare by Colonial and of Hispania by Blackstone, and the boom in residential property development, with the stock market debuts of Neinor, Aedas and Metrovacesa, the next major movement in the sector is expected in the field of the servicers.

As we await possible mergers, for the time being, Haya Real Estate is the first firm in the sector to set its sights on the stock market, by engaging Rothschild, JP Morgan and Citi to coordinate its debut later this year. Meanwhile, Altamira has opted to create a large international platform before taking the next step, whilst Solvia has created its own property developer.

Anticipa, the servicer of Blackstone, has swallowed up Aliseda as part of the aforementioned operation involving the purchase of toxic assets from Santander, whilst Servihabitat has appointed a new CEO and it is expected that the complex balance of powers between CaixaBank and TPG will tip in one direction or the other within the next few months, as part of the recently launched process of consolidation in the sector.

Original story: El Confidencial (by Ruth Ugalde)

Translation: Carmel Drake

Lone Star Appoints Donald Quintin to Lead its European Business

27 February 2018 – Eje Prime

Lone Star is reordering its management team across Europe, including in Spain. Following the departure from the fund of one of its strong men, Juan Pepa, the company has appointed Donald Quintin to lead its business in the old continent (Europe). Mr Quintin, a former director of Hudson Advisors and Vinson and Elkins, is now going to take over the role of CEO for Lone Star in Europe.

Despite this change in its leadership, Lone Star is nevertheless pushing ahead to close operations that it had open in the Spanish market, and is also undoing positions in the real estate business in the country. Those include the sale of the last major asset of Project Octopus, a portfolio comprising more than €4 billion in real estate loans from Eurohypo in Spain and Portugal, which the US fund acquired together with JP Morgan three years ago.

Also, at the end of last year, the fund sold the former headquarters of Fecsa-Endesa in Cataluña, a building measuring 35,000 m2, whose three chimneys form part of Barcelona’s skyline and regarding which it is negotiating exclusively with the Tramway group and the German vehicle Indigo Capital.

That property has been empty for five years and has both environmental and change of use problems, which have conditioned its sale. Constructed on the site of a former coal generation plant dating back to the beginning of the twentieth century, it may be converted into an office building in the short term and could attract attention from coworking giants or large groups looking to set up their headquarters in Barcelona, according to sources in the sector.

But the move that caught the most attention in the real estate sector was Lone Star’s exit from the share capital of Neinor Homes following that firm’s debut on the stock market. The US fund completed the accelerated placement amongst institutional investors of 9.85 million shares in Neinor Homes in January, representing 12.5% of its share capital and worth €174 million.

After concluding that operation, Lone Star’s presence in Neinor Homes, a company that it had controlled in its entirety prior to its stock market debut, was reduced to a token 0.4% or 350,918 shares in total, which it held onto in order to agree the terms and conditions of the incentive plan for “certain directors and key employees”.

In practice, this sale represented the exit of Lone Star from the real estate developer that it had constituted just three years ago, in 2015, with assets purchased from Kutxabank. The divestment was completed before Neinor had the chance to celebrate its one year anniversary as a listed company, after it made its stock market debut at the end of March 2017.

Original story: Eje Prime

Translation: Carmel Drake

Cerberus Prepares for Haya’s Stock Market Debut After the Summer

9 February 2018 – Cinco Días

Metrovacesa achieved it on Tuesday, despite problems to cover supply and the nefarious stock market session that it suffered. The large Spanish property developer, which abandoned the equity market in May 2013, made its return last week. It hasn’t exactly eased the way for the upcoming debuts of Vía Célere, owned by the fund Värde, or the Socimi Testa. But it hasn’t made a total hash of it either.

In this way, the US fund Cerberus is in the process of contracting the banks that will handle the debut its Spanish real estate servicer subsidiary on the stock market. The aim is for that firm to be listed from September. The entities that are on the list of candidates have already done their calculations and are citing a valuation for the company, albeit preliminary, of around €1.2 billion. The aim is to place between 35% and 50% of Haya Real Estate’s capital at this stage. A spokesman for the company declined to comment on this information.

The company, which was created in October 2013, manages property developer loans and foreclosed real estate assets from Bankia, Sareb, Cajamar, Liberbank, BBVA and other financial institutions, worth €39.88 billion at the end of September 2017.

The process of going public is the logical next step, after Haya placed €475 million in high yield bonds in November, with ratings of B3 (Moody’s) and B- (S&P). In other words, in the junk bond range, six levels below investment grade.

The underwriters of that debt, which matures in 2022, were Santander, Bankia, JP Morgan and Morgan Stanley. And they sold it with considerable success. Despite its credit rating, the firm pays an annual return of just over 5% for that liability.

Haya, led by Carlos Abad Rico (formerly of Canal + and Sogecable) offers services across the whole real estate value chain, but it is not a property developer. Rather, it manages, administers, securitises (…) and sells real estate assets such as homes and offices, but it does not own any of the properties.

Bankia Habitat was the seedling of Haya, and it has grown in line with the need by the financial sector to get rid of assets linked to property. One of Haya’s key businesses is the management of loans linked to the real estate sector. It advises on loans and guarantees, recovers debt and converts loans into foreclosed real estate assets.

The other major part of its revenues stems from the recovery and management of properties through their sale or rental. Haya employs 680 professionals and has a sales network of 2,400 brokers. The value of its property developer debt portfolio amounts to €28.7 billion and its real estate asset portfolio amounts to €11.2 billion. Moreover, Haya is going to bid to manage the assets sold by BBVA to Cerberus in November. Haya’s current shareholder acquired 80% of the BBVA’s portfolio of real estate assets, amounting to around €13 billion, for €4 billion (…)

Consolidation

The Spanish banks’ other real estate management companies are waiting for Cerberus to make the first move, according to financial sources. Haya will open the door to the stock market for them if everything goes well or it will serve to consolidate the sector, both here and in Europe.

There are three high profile players on the list. Servihabitat, which manages assets amounting to around €50 billion and which belongs to the fund Texas Pacific Group (TPG), which has held a 51% stake since September 2013, when CaixaBank sold it that percentage; the bank still holds onto the remaining 49%. Altamira, owned by Santander (15%) and the fund Apollo (85%), which also handles assets worth around €50 million in Spain. The volume managed by Solvia, owned by Sabadell, amounts to around €31 billion.

Moody’s warns that the business of Haya Real Estate, the largest company in the sector in Spain, depends on the economic performance of the company and the renewal of its current management contracts. Specifically, one of the most important, with Sareb (…), signed in 2013, is due to expire in December next year.

In terms of its strengths, the ratings agency indicates Haya’s extensive knowledge of the market and its high margins. The firm’s gross operating profit (EBITDA) during the first nine months of last year amounted to €89.8 million, with net income (the amount really invoiced by the company) of €165.8 million.

Original story: Cinco Días (by Pablo Martín Simón and Laura Salces)

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

Lone Star Exits Neinor after Selling its 12.5% Stake for €174M

11 January 2018 – Expansión

Following this operation, the stake owned by the US fund in the property developer, which was its largest shareholder before its stock market debut, will be reduced to a token 0.4%.

Lone Star is folding up the sails in Neinor Homes, whose share capital it is almost completely exiting less than a year after the property developer’s debut on the stock market, which took place in March last year. The US fund has undertaken an accelerated placement of 9.85 million shares in Neinor, representing 12.5% of that firm’s share capital, amongst institutional investors.

Yesterday, the property developer closed trading at €18.04 per share after a decrease of 1.1%, which means that the package put up for sale was worth €177.8 million.

Nevertheless, today, Neinor has informed the National Securities and Exchange Commission (CNMV) that the price at which the placement was closed was €173.99 million, equivalent to €17.65 per share.

After completing this operation, Lone Star’s presence in Neinor, the company that it controlled 100% prior to the property developer’s debut on the stock market, will be reduced to a token 0.4%, equivalent to 350,918 shares that it is retaining to ensure that it agrees the conditions of an incentive plan for “certain directors and key employees”.

With the sale of this latest package, Lone Star is culminating a divestment process that it began in March last year with Neinor’s stock market debut, when the American fund placed 60% of the property developer’s shares on the market, for which it received revenues of around €800 million.

A few months later, in the middle of September, Lone Star divested another 27% of Neinor, receiving proceeds on that occasion of €394.6 million and obtaining profits of €166 million as a result.

Following the accelerated placement completed yesterday and entrusted to BNP Paribas, Citigroup, Credit Suisse and JP Morgan, the resources raised by the US fund from the sale of Neinor now exceed €1.37 billion in total.

Neinor, whose origins date back to 2015, when Lone Star acquired Kutxabank’s real estate assets, debuted on the stock market with a valuation of €1.34 billion. Currently, its market capitalisation amounts to €1.425 billion, up by 6.3% from that figure.

Neinor’s main shareholders include the investment firms Wellington, with an 8.5% stake; Fidelity, with around 6.8%; and Invesco, with 5%, according to the CNMV’s registers.

Original story: Expansión (by J. Díaz)

Translation: Carmel Drake