Hammerson Set to Buy Intu, Owner of Xanadú & Puerto Venecia

6 December 2017 – Expansión

The Boards of Directors of Hammerson and Intu Properties, two of Great Britain’s largest property developers, have reached an agreement regarding their merger, which will result in the creation of a group with assets worth GBP 21 billion (€23.7 billion, in euros), mostly comprising shopping centres in the United Kingdom, France and Spain. The operation will be instrumented through a public takeover bid (OPA) of Hammerson’s shares for Intu’s, valuing the share capital of that company at GBP 3.4 billion (€3.85 billion). Intu’s shareholders will receive 0.475 newly issued Hammerson shares for each current share they own.

If the deal goes ahead, it will have a significant effect on the Spanish market, as it would see a change in the owner of the country’s three largest shopping centres. Intu controls 50% of Xanadú (Madrid), Puerto Venecia (Zaragoza) and Parque Principado (Asturias). Funds from Canada and the USA are the company’s partners in those centres. Moreover, Intu has plans underway to develop other leisure and shopping complexes in Málaga, Valencia and Vigo, for a combined investment of more than €1 billion.

Hammerson, meanwhile, holds stakes in Value Retail and Via Outlets, which operate luxury brand outlet centres such as Las Rozas Village (Madrid), La Roca (Barcelona), Mallorca Fashion and Sevilla Fashion.

According to a statement from Hammerson issued today when it announced the purchase “the incorporation of Intu’s portfolio in Spain fits with our strategy of placing our focus on consumer growth markets as it involves adding three of the country’s largest shopping centres. It will also allow our commercial partners to have exposure to a new European market”.

This British company is committed to developing Intu’s projects in Spain. It says that the group resulting from the merger “will be in the best position” to undertake those investments. Following the integration, the group plans to sell some of its centres in the United Kingdom for around GBP 2 billion, which will give it “the financial flexibility it needs to invest in more profitable opportunities in Spain and Ireland, as well as in the outlet centre segment”. The combined debt of the new Hammerson group will amount to GBP 8.2 billion.

The property developer hopes to generate annual savings of GBP 25 million as a result of joining forces with Intu.

Intu’s share price on the London Stock Exchange rose by 20% (after the deal was announced), taking the company’s market capitalisation to GBP 3.2 billion, whilst Hammerson’s share price fell by 2%, taking its market capitalisation to GBP 4.15 billion.

Analysts are interpreting the operation as a defensive move by the two companies to protect themselves from the possible impact of Brexit, which is slowing down consumption in the United Kingdom and which may harm the value of their shopping centres. “The merger represents a coalition of two weak businesses, which will result in an amalgam of assets without any great possibilities for generating incremental profits”, argues Mike Prew, from Jefferies. “The interesting areas of growth are Intu’s Spanish business and Hammerson’s outlet centres”.

The merger still needs to be approved by the shareholders of the two companies and by the British competition authorities, which means that it could take a year to complete. Peel Holding, the investment company owned by John Whittaker, which is Intu’s largest shareholder, has already agreed to approve the takeover. Following the operation, it will hold a 15% stake in the resulting group.

The banks Deutsche Bank, JPMorgan and Lazard have advised Hammerson. Meanwhile, Intu’s managers have engaged the services of Bank of America Merrill Lynch, Rothschild and UBS.

Original story: Expansión (by Roberto Casado)

Translation: Carmel Drake

Sabadell Engages Lazard To Evaluate Future Of HI Partners

29 August 2017 – Expansión

Banco Sabadell is studying the best solution for its hotel manager HI Partners. To this end, the financial entity has engaged the investment bank Lazard to analyse the private sale of its subsidiary or to search for a shareholder to acquire a majority stake in the company, according to market sources.

In this way, Sabadell is opening a window of opportunity to those who may be interested in taking full or majority control of its hotel management company, whilst it continues, in parallel with the IPO of the same entity.

These two options will allow Sabadell to make cash on the one hand and undo its positions, taking advantage of the current investor appetite in the real estate sector and, specifically, the interest in hotel assets, and secondly, to find a partner to take a majority stake and whereby deconsolidate the business from its balance sheet.

The operation, known in the market as a dual-track deal, allows the company to launch a sale and the search for interested parties in parallel to and at the same time as it undertakes the stock market debut process.

In this way, Lazard’s commission is independent of the contract that HI Partners signed to evaluate the feasibility of listing the company on the stock market.

Opportunities

Sources at the bank consulted by Expansión have indicated that this represents a “very preliminary sounding out” of the various deconsolidation and value-generating options. (…).

In this sense, the CEO of Sabadell, Jaime Guardiola, said during the presentation of the bank’s most recent results that the vocation of the financial entity is not to remain as managers over the long term: “we want to exit and we have a very good opportunity ahead of us”, he explained.

HI Partners is led by Alejandro Hernández-Puértolas (pictured above centre), CEO of the company, who, together with Sergio Carrascosa (pictured above left) and Santiago Fisas (pictured above right), two other former executives of Reig Capital, comprise the management team.

The group was created in 2015 following the transfer of around twenty hotels by Banco Sabadell. The financial entity had foreclosed those assets during the crisis following the non-payment of debts. Moreover, HI Partners is responsible for managing the bank’s hotel debt.

IPO

To control these assets, the hotel investment and management arm of Banco Sabadell created two companies: one to hold the best hotels in the chain, HI Partners Holdco Value, and another containing smaller hotels in secondary locations, HI Partners Holdco Gestión Activa, with the intention of improving their management to then sell them on.

For the time being, Sabadell is not ruling out any of the options and is continuing to analyse the debut of its hotel management and investment subsidiary on the stock market.

Before the summer, the bank engaged the investment banks Citi, JPMorgan and Credit Suisse to sound out the market and analyse the feasibility of listing its hotel management subsidiary on the stock market (…).

In the event that the bank decides to debut the company on the stock market, the operation will focus on the company that controls the most strategic assets: 14 high-end hotels located in the main tourist areas and which, as at 30 June, had a combined appraisal value of €689 million, with more than 3,700 rooms in the portfolio.

Original story: Expansión (by R. Arroyo and J. Orihuel)

Translation: Carmel Drake

Sacyr Invites Alternative Offers For Testa

8 May 2015 – Expansión

The construction group has engaged Lazard to coordinate offers for its real estate subsidiary Testa. It was initially planning to place 30% of the shares on the stock exchange (but is now open to alternative proposals).

Sacyr was going to place 30% of Testa‘s shares on the stock exchange, but the widespread interest expressed in the market has caused the construction group to change its strategy. The company, which had proposed a public offering (IPO) of 30% of Testa’s shares to the CNMV, is currently evaluating several alternatives: to continue with the plan to place some shares in the market with qualified investors; to join forces with an institutional partner such as a Socimi or international fund; and in the meantime, it does not rule out the sale of 100% of its subsidiary. Moreover, it is also considering a fourth option, which would have a much greater strategic significance, namely the integration of Testa with a large group in the sector, in this case, Colonial, to create the largest Spanish real estate company and one of the largest in Europe.

Sacyr has engaged Lazard to carry out this process. The investment bank has instructed the various investors that are interested in Testa to make a non-binding offer for the company.

Proposals will be welcomed both for the 30% stake that Sacyr had initially planned to place on the stock exchange, as well as for the entire share capital. Lazard has given interested parties until today to present offers, say sources close to the process. One player that is interested in acquiring the real estate company is Merlin Properties. The largest Socimi by market capitalisation has acknowledged its interest in participating in Testa’s capital. Now, Merlin would be willing to acquire Testa in partnership with other investors and purchase 100% of the company, according to sources in the sector.

Corporate movement

Sacyr is also studying a possible integration of Colonial and Testa. For the time being, the conversations are very preliminary between Sacyr and the real estate company whose primary shareholder is Juan Miguel Villar Mir.

The merger of both companies would create a giant with more than two million square metres of leasable surface area in prime areas of Madrid, Barcelona and Paris and a combined turnover of €400 million. Testa’s market capitalisation amounts to €2,098 million and Colonial’s is €1,977 million.

Sources involved in the process confirm the interest shown by Colonial. The final decision will depend on the other options that Sacyr has on the table. The placement of a percentage of new shares in Testa on the stock market (a maximum of 30%) forms part of the action plan designed by Sacyr to regularise the finances of its subsidiary and provide it with greater liquidity. The shareholders of the real estate company, controlled by Sacyr (99.2%), approved an ‘accordion operation’ in February, involving a €1,197 million contribution to shareholders, comprising a €527 million ordinary dividend and a €669 million reduction in share capital.

This transaction is, in turn, subject to a simultaneous capital increase that would enable Testa to reconstruct its balance sheet through the inflow of around €500 million. It is during this phase that Colonial may enter the fray.

The real estate company chaired by Juan José Brugera is exploring growth opportunities in Spain after cleaning up its balance sheet in 2014 with a capital increase of €1,263 million, which involved the entry of Juan Miguel Villar Mir, along with Mora Banc and Qatar Investment into the share capital of the real estate company. Villar Mir is currently the owner of 24.5% of Colonial, after buying a new block of 1.46 million shares (in recent weeks).

According to experts, the potential merger of Colonial and Testa makes sense in business terms, since both companies specialise in the rental of buildings; exclusively office buildings in the case of Colonial and shopping centres and homes in the case of Testa.

Nevertheless, the change in ownership may have an impact on the financial structure of the companies, with guarantees linked to new investments and changes of control. At the end of 2014, Colonial’s net debt amounted to €2,545 million and Testa’s amounted to €1,688 million.

Original story: Expansión (by R. Ruiz and C. Morán)

Translation: Carmel Drake