Grupo Iffe Acquires Promorent & Implements a Change in Strategy

25 February 2019 – Eje Prime

Promorent, the second Socimi to enter the Alternative Investment Market (MAB), is changing hands. The company has been acquired by the Institute of Financial and Business Training (“el Instituto de Formación Financiera y Empresarial” or Grupo Iffe), which has purchased a majority stake through a capital increase amounting to €33.7 million, according to confirmation provided by David Carro Meana, CEO of Iffe, speaking to Eje Prime.

Following the operation, the company will cease trading as a Socimi and it has already filed a request with the MAB to enter the segment of expanding businesses under the name Iffe Futura. The group has also approved an increase in its share capital, at an extraordinary shareholders meeting, to take the leap into the field of property development.

Until now, Promorent was a Socimi with a real estate disposition. Now, with the entry of Grupo Iffe, it will also be a property developer. Moreover, the company’s new statutes provide for the possibility of acquiring and administering shares in other companies, even if they are not Socimis.

The new Board of Directors of Iffe Futura will be led by David Carro Meana. The President of Grupo Iffe will become the President and CEO of the company (…).

With this operation, Grupo Iffe is taking control of a listed company and consolidating its business as a property developer. The company, which is headquartered in Oleiros, A Coruña, already operates three other main lines of business: a business school, a financial consultancy and a business incubator.

Promorent, constituted in November 2011, has been a real estate company until now. It was promoted by the Pavón Olid family group and it was the second Socimi to make its debut on the MAB in December 2013. The company has a diversified portfolio comprising 18 assets: 11 homes in the centre of Madrid, 4 commercial premises and 3 plots (…).

Original story: Eje Prime (by Roger Arnau)

Translation: Carmel Drake

Värde Merges Vía Célere & Aelca to Create one of Spain’s Largest RE Firms

1 October 2018 – El Español

The US fund Värde has created and will control one of the largest residential property developers in the country after merging the two companies in the sector in which it holds a stake, Vía Célere and Aelca, according to a statement issued by the entity.

The resulting company, which will retain the name Vía Célere, will have the capacity to deliver 2,000 homes in 2019 and 5,000 homes in 2021.

Värde will control 75% of the share capital of the new Vía Célere. Nevertheless, the firm will continue to be led by Juan Antonio Gómez-Pintado (pictured above), who also chairs the real estate trade association.

This is the US fund’s second merger operation in the Spanish real estate sector, after it integrated Dos Puntos, the real estate firm that it constituted with assets left over from the San José group, and Vía Célere in April 2017.

With its latest operation, Värde says that it is “reaffirming its commitment to the Spanish market”, which it considers is still highly “fragmented” and “needs greater consolidation by the operators to provide a rate of deliveries that reflects the budgets prepared”.

Värde, together with Lone Star, Castlelake, Blackstone and Cerberus, is one of the overseas funds that arrived in Spain during the peak of the crisis to buy up real estate assets, above all those that the banks had been left with after foreclosing debts.

Possible resizing of the workforce

According to Värde’s data, the property developer that it has created owns assets worth €2.2 billion, located all over the country, although the firm did not provide details about the new entity’s landbank in square metres or the number of homes under construction.

According to information provided by the new Vía Célere, 38% of its assets are located in Madrid, 20% in Málaga, 11% in Barcelona, 9% in Sevilla, 5% in Valencia and the remaining 17% in other provinces.

25% of the share capital of the new Vía Célere, which is controlled by Värde (75%), is distributed between other shareholders, all of them are foreign investors, such as Barclays.

At the operational level, the new real estate giant says that, in theory, it will hold onto the 300 employees that make up the workforce, although it does not rule out “resizing its structure” over the coming months, depending on its needs.

Original story: El Español

Translation: Carmel Drake

The Funds Acquired €60bn of Banking ‘Assets’ in 2017

3 January 2018 – El Economista

International funds’ appetite for Spanish real estate is proving insatiable. And that was reflected in the final days of 2017, which saw a frantic year-end in the market for the sale by banks of debt portfolios secured by real estate collateral. On the basis of the operations that were underway during the final months of the year and the transactions that were actually closed, it is estimated that debt with a gross book value around €60 billion was sold in 2017, compared to €22 billion in 2016. Of that total volume, Blackstone was, undoubtedly, the great star, with its acquisition of the largest real estate portfolio ever sold in Spain and one of the largest ever sold in Europe.

The US fund agreed with Santander to purchase 51% of all the toxic assets – doubtful loans and foreclosed properties – from Popular, which had a gross value of €30 billion. A record operation in Spain, which the bank chaired by Ana Botín closed to clean up the balance sheet of the recently acquired entity.

Cerberus was the other major purchaser of 2017, after it acquired Anida and BBVA’s real estate assets with a gross value of €13 billion, through the creation of a joint company in which the fund will hold a majority 80% stake and BBVA will retain a 20% share.

Those two operations are a clear reflection of the dynamic role that funds are playing in the Spanish real estate market, given that in addition to having provided the impetus for the new generation of property developers, they are also serving as the main clean-up tool for financial institutions. “The funds have played a fundamental role, given that they have put a price on the portfolios and have provided capital to execute purchases”, explains Manuel Ángel González Mesones, Partner in Corporate Finance for the Financial sector at KPMG in Spain, who states that in the primary market – the sale of portfolios directly by the banks – property developers, the other great consumers of debt with real estate collateral “have not been particularly active, given that their criteria are very selective”. Nevertheless, “the large property developers have been buying foreclosed assets in a selective way for years from both financial institutions and different market players, such as Sareb and funds that have acquired those assets through the purchase of portfolios”.

In this sense, Emilio Portes, Director of Financial Advisory at the real estate consultancy firm JLL, highlights that, although the role of the funds has been key, the property developers have also played their part, by converting themselves into “instrumental vehicles for the funds in terms of the development of the land acquired in portfolios such as NPLs – doubtful loans – and REOs – foreclosed assets”. Thanks to that intense activity in which, in addition to Blackstone and Cerberus, other players have also featured, including Bain, Goldman Sachs, Oaktree, De Shaw, Deutsche Bank, Lone Star and Apollo, the banks have managed to decrease the volume of toxic assets relating to the real estate sector by almost half in one year, from more than €132 billion to around €75 billion. To that figure, we have to add the €40 billion sold by Sareb, which means that the total clean up figure amounted to €115 billion by the end of 2017.

That figure is still well below the almost €400 billion that was reached at the height of the crisis, but it also well above the less than €10 billion that was registered before the burst of the bubble (…).

More moderate operations in 2018

According to González, “Activity will continue to be significant, but due to the size of the entities that still have assets let to sell, I don’t think that we will see such large operations this year. The focus will certainly be more on transactions with nominal values of between €500 million and €2,000 million, although that could lead to an equally successful year…”.

Original story: El Economista (by Alba Brualla)

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

Dazia Teams Up With British Fund Chenavari To Promote Growth

10 October 2017 – Expansión

Vía Célere was one of the pioneers in seeking foreign finance to accelerate its growth, but the explosion of the real estate market in Spain means that its formula is now being copied right across the sector. The latest example, in the form of Dazia Capital, has demonstrated it once again. The real estate group specialising in the residential segment has teamed up with the British fund Chenavari with the aim of obtaining a financial boost for the construction of its developments.

In an operation advised by Montalbán, the two entities have agreed to participate together in the construction of a new housing development in Madrid with a market value of €30 million, according to sources at the companies.

The project, located just a stone’s throw from Cuatro Caminos, will contain around 90 homes, as well as parking spaces and green spaces with a swimming pool and will occupy around 8,000 m2. According to the terms of the agreement, Chenavari will hold a majority stake of around 85%, whilst Dazia Capital will retain the remaining 15% and will be responsible for managing the development, as well as for constructing and marketing it.

The model that Dazia has chosen to finance its growth is not new. In the past, the company resorted to a similar structure, although in that case, its partner was a family office. Now, it is leaping into a more significant alliance, with a fund that specialises in taking advantage of investment opportunities in the credit market.

“The agreement reached with the Chenavari group will allow Dazia to increase its real estate investments, accelerating the rate of growth and the expansion of the residential market”, says Daniel Mazín, CEO of the Spanish company. “This market demands a lot of capital”, he added.

“It makes sense that real estate groups are allowing funds to enter their projects as they grow because it is the quickest way of obtaining returns from the investments that they have made in land”, explains a director in the sector.

Dazia is currently constructing 500 homes in Madrid and the Costa del Sol, with a combined market value of €180 million.

In the last quarter, the group acquired four new assets in Madrid and expanded the focus of its activity to include Valencia and Alicante, ahead of the surge in new housing in Spain.

Original story: Expansión (by Inés Abril)

Translation: Carmel Drake

ICG Buys Spanish Nursing Home Leader From PAI Partners

16 June 2017 – Expansión

Intermediate Capital Group (ICG) is holding exclusive negotiations with PAI Partners to purchase the majority of the capital in HomeVi, a company that owns more than 300 nursing homes in Spain and France.

The British investment fund ICG already holds a minority stake in HomeVi, in which the French businessman Yves Journel also owns shares. The operation, which would value the group at around €2,000 million, would see ICG buy the French private equity firm PAI Partners’ majority stake. Journel would continue as a minority shareholder.

HomeVi is the leader in the nursing home sector in Spain through Geriatros-SARquavitae, which groups together 135 centres with 20,000 beds. PAI Partners bought Geriatros from Magnum Capital through HomeVi in 2015 for around €300 million; and in February this year, it acquired SARquavitae, which was previously controlled by the British fund Palamon, for €440 million. In that transaction, Euro Lagune acquired the real estate assets of SARquavitae for €110 million.

For the overall valuation of HomeVi in the negotiations with ICG, the Spanish activity accounts for almost half of the total. In France, the group operates under the DomusVi brand, and it also has several centres in China.

Two months ago, PAI Partners engaged the investment bank Rothschild to advise it on the possible sale of HomeVi. After analysing its debut on the stock market, it seems to have opted for a rapid sale process in the end, given the interest from ICG.

This fund, with assets worth €23,800 million, has traditionally invested in debt to finance private equity firms. Now it is diversifying to buy companies directly. Last year, ICG invested around €200 million to take control of the La Rioja-based industrial company Garnica.

Original story: Expansión (by Roberto Casado)

Translation: Carmel Drake

Slim Appoints Trusted Advisor As Realia’s Non-Exec Chairman

7 October 2015 – Cinco Días

The tycoon Carlos Slim is starting to introduce his own people into the real estate company Realia. Yesterday, he appointed two new members to the Board of Directors, including Juan Rodríguez Torres, who will serve as the non-executive Chairman.

Slim controls the property company, which was founded in 2000 with assets from Bankia and FCC, through his company Inmobiliaria Carso.

He took control after purchasing a 24.9% stake in the share capital from Bankia at the beginning of this year. Moreover, he indirectly controls 36.88% of Realia’s capital through his majority shareholding in FCC.

The new Chairman is a man who Slim trusts completely. The two men are the same age (75) and both studied Civil Engineering at the Universidad Nacional Autónoma de México. They have also served together as directors on the boards of several companies owned by Slim, the second richest man in the world, according to Forbes. Rodríguez takes over from Ignacio Bayón, who has held the post since Realia was constituted and who is now retiring.

Several other changes were communicated to the CNMV, including the resignation of Iñigo Aldaz, the CEO – Slim has not yet revealed who will take over his role.

Realia is restructuring its Board of Directors after Slim won the takeover war that was waged with Hispania, in which George Soros holds a stake, to take over the control of the real estate company in June.

The company also appointed the Mexican CEO of FCC, Carlos Jarque, as a member of the Board of Directors of the construction company.

Moreover, Alicia Alcocer Koplowitz and Esther Alcocer Koplowitz will continue as members of the Board, in their capacity as representatives of FCC. Meanwhile, Gerardo Kuri, Slim’s key man at Cementos Portland, also controlled by the tycoon, will enter as a shareholder-director.

Improvement in Realia’s asset value

Meanwhile, the company also reported that it has established a new accounting policy whereby the valuation of its assets would have increased from €912 million as at 31 December 2014, when they were valued at acquisition cost, to a fair value of €1,399 million. “The impact of this measure on the company’s own funds, at the consolidated level, would have been an increase of approximately €367 million”, said a source at the company.

According to Realia, through this decision, the company is bringing itself in line with the standard practices of the main listed real estate companies in Spain. They are also improving the transparency of the communication of the company’s value to the market, since the fair value method, endorsed by an independent expert, more adequately reflects the value of the assets of real estate companies.

Original story: Cinco Días (by Alfonso Simón Ruiz)

Translation: Carmel Drake

Villar Mir Puts 5th Skyscraper On Hold To Focus On OHL

21 September 2015 – Expansión

Grupo Villar Mir has decided to put the project to construct a fifth tower in the Cuatro Torres Business Area on the Paseo de la Castellana in Madrid on hold. The project was going to involve an investment of €500 million, but instead the group will focus all of its financial resources on the clean up of OHL.

The construction company, in which the businessman Juan Miguel Villar Mir holds a majority stake (59.8%), has announced a €1,000 million capital increase to reduce its debt and strengthen its balance sheet. Villar Mir has been investigating different ways of obtaining the more than €500 million it needs to finance the operation and avoid a reduction in its stake in the company. The businessman has been forced to sell some of the capital that he held in two listed companies, Colonial and Abertis. He has raised €559 million through these two operations.

Moreover, at the end of June, Villar Mir engaged the real estate consultancy Aguirre Newman to sell Torre Espacio, the other skyscraper that the group owns in the complex on the Castellana. Villar Mir hopes to receive €650 million for the building. However, the process is being drawn out by the fact that, to date, the group has not received any offers that meet its expectations. The company has decided to invite more investors to participate in the process, which was initially scheduled to close this summer.

Grupo Villar Mir was awarded the plot of land behind the Cuatro Torres complex a few months ago….after it committed to pay an annual fee of €4 million for the use of the land for the next 75 years.

On the newly acquired plot, which has a surface area of 33,325 m2 and 70,000 m2 of buildable area, Juan Migual Villar Mir was going to allocate 53,000 m2 for social use (i.e. to provide some kind of public service). The remaining 16,500 m2 was going to be allocated for commercial use, with a further 33,647 m2 of green space.

Villar Mir had hoped to lease the building to a hospital group, which would dedicate the majority of the space to its own centre and the remaining floors to research. (…).

Tenant

Meanwhile, Villar Mir reached a pre-agreement with the USA company Mount Sinai, to open a Spanish branch of its prestigious New York medical centre in the future tower. However, the US firm was not convinced by the structure of the building; it would rather rent a less tall building, which is more practical for a hospital and with a more affordable rent.

Without a tenant, it will be difficult for Villar Mir to tackle such an expensive project. In addition to the €300 million that it will have to pay for the plot of land, by means of the annual fee of €4 million over 75 years, Villar Mir will have to spend at least another €140 million on the construction of the new building.

The group and especially its president do not want to give up on the project and are still working on a solution. The search continues for a tenant in the hospital sector or from the world of education, to open a centre of reference in the building. Another alternative for Villar Mir would involve the redesign of the project and the construction of several high-rise buildings, rather than a single skyscraper.

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

Translation: Carmel Drake

Värde Buys San José’s RE Arm & Will Build 1,500 Homes

7 August 2015 – El Confidencial

After months working on the sidelines, the private equity firm Värde Partners has finally taken control of San José Desarrollos Inmobiliarios, the real estate arm of the Galician group. The US fund has purchased a 25% stake in the company from Banco Popular for €90 million, in a deal signed on Wednesday, taking its ownership stake to 51%.

From this position of power, Värde expects to immediately carry out a €60 million capital increase, in a move aimed at shoring up the company and laying the necessary foundations to start developing properties. The aim of the fund, which will invest €150 million in the company in total, through its purchase from Popular and the subsequent capital injection, is to start the construction of 1,500 homes across Spain, clearly underlining its commitment to the Spanish property market.

The US firm is one of the most active foreign investors in the sector, where it has now made three major investments. It all began in the Summer of 2013, when it partnered up with Kennedy Wilson in an agreement to acquire Catalunya Banc’s real estate management platform for almost €30 million, although the two parties ended up breaking that pact a few months later.

The two firms crossed paths once again at the end of 2013, when they pipped Centerbridge at the post, to acquire Aliseda, the real estate arm of Banco Popular, for €815 million. That operation allowed them to take over the management of mortgage-backed loans with a net value of €9,350 million and foreclosed assets worth €6,500 million.

Far from being content with that transaction, Värde then began to acquire stakes in San José Desarrollos Inmobiliarios through the back door, by purchasing loans from its creditor entities. It signed those purchase agreements with discounts of around 90% and whereby became the company’s main creditor, just when the parent company of the Galician group was finalising the refinancing of its €1,600 million debt with the banks.

The final agreement was signed at the end of 2014 and involved dividing the company chaired by Jacinto Rey (pictured above) into two: on the one hand, the construction business, and on the other hand, the real estate company, which it was agreed would pass into the hands of the creditors to repay €743 million of the debt.

Sources state that Värde does not currently have any plans to integrate Aliseda with its recent purchase of San José Desarrollos Inmobiliarios…(…).

Original story: El Confidencial (by Ruth Ugalde)

Translation: Carmel Drake

Realia’s Board Warns Against Slim’s Offer, But To His Benefit

6 July 2015 – Expansión

Although it may seem contradictory, Realia’s negative assessment of Carlos Slim‘s offer, announced by the real estate company’s Board of Directors yesterday, may be beneficial for the interests of the Mexican investor. If the minority shareholders (who hold a 38% stake) follow the Board’s recommendations, then they will not accept the takeover bid and that will allow Slim to reduce his offer and, at the same time, avoid one of the clauses that would activate the early repayment of some of Realia’s loans, amounting to €790 million.

Through Carso, Slim already holds effective control over the real estate company through his direct stake of 24.9% (he purchased Bankia’s stake for €44.5 million) and his indirect stake of 37% held through FCC (which has announced that it will not participate in the takeover bid), where he is the majority shareholder with a 25.6% stake. As a result, he exerts control over Realia, with a stake of almost 62%.

Carlos Slim launched a voluntary offer for 100% of the real estate company at the same price as he acquired the shares from Bankia (€0.58 per share), which exceeds the offer submitted by Hispania (€0.49). Both rival bids have now entered a competitive process, which the CNMV will settle within a period of 30 days.

Although Realia’s Board described the offer as “unreasonable”, it does appreciate certain features of Slim’s takeover bid. The offer from the Latin American tycoon falls 19% below the real estate company’s market price (€0.69), but it is 18% higher than Hispania’s bid. Moreover, Realia’s Board (the Mexican’s representative, Gerardo Kuri, did not participate in the deliberations) appreciates: the fact that the bid amount would be paid in cash; that the bidder is “a company with extensive experience in the real estate sector; and that the bidder would bring stability to the shareholder structure of the company”, which has promised to restore dividend payments as soon as possible and ensure the continuity of the company on the stock exchange.

Renegotiation

Slim has been working on the company financing side of the Realia transaction for a long time. Realia’s main creditors are Fortress, King Street and Goldman Sachs. The funds, which together loaned Realia €790 million of its total debt of €1,000 million, signed an exclusivity agreement with Hispania. They could declare the early repayment of the liability, with just five days notice, if Slim’s shareholding were to exceed 30% and there was a change in Realia’s controlling shareholder.

(…)

Slim and Hispania still have time to improve their offers, up to five working days before the end of the period for offers to be accepted, i.e. around 17 July or 20 July. If they do not increase their bids, they must submit an envelope with their best offer to the CNMV. If Hispania’s offer is worse but the difference between its offer and Slim’s is less than 2%, then the Socimi in which George Soros holds a stake will have the option to match the offer made by its competitor.

Meanwhile, if the Mexican investor exceeds the number of shares held by FCC, it will have to launch a mandatory takeover for 100% of the company. And not at €0.58 per share, but at the fair price set by the CNMV.

Realia closed trading on Friday at €0.69 per share, up 0.7%.

Original story: Expansión (by C. Morán)

Translation: Carmel Drake