Zambal Approves Merger with Iberia Nora & Completes €80M Capital Increase

12 September 2018 – Eje Prime

Zambal has approved its merger with Iberia Nora and has given the green light to its capital increase. Following the General Shareholders’ Meeting, the company managed by IBA Capital has notified the Alternative Investment Market (MAB) that it is going to carry out its integration with the other Socimi, which specialises in the rental of real estate assets.

In addition, Zambal has confirmed the €80 million capital increase that it announced in July. It will conduct it through the issue of 80 million shares with a nominal value of €1 and an issue premium of €0.25, which “will be fully subscribed and paid up through the compensation of loans”.

The capital increase has been fully subscribed by the Socimi’s majority shareholder, Altaya, headquartered in Singapore, which owns 95.21% of the share capital. Of the remaining 4.79%, 4.40% corresponds to Loire Investments Pte. Ltd, also domiciled in Singapore and 0.39% is treasury stock.

The Socimi, which started life in 2013, is an investment vehicle managed externally by IBA Capital Partners. The company specialises in the investment, and subsequent management, of offices and retail assets in cities such as Madrid and Barcelona, although the company also considers other assets such as nursing homes for the elderly, hospitals, retail parks and logistics platforms.

In a recent operation, Zambal purchased two office buildings on Calle Albarracín in Madrid, leased to the French multi-national firm Atos. That operation involved an investment of €38 million.

Without resorting to bank financing, Zambal has constructed a portfolio worth more than €730 million. Some of the company’s other main assets include, for example, the property at number 77 Avenida San Luis (which is home to Gas Natural’s headquarters in Madrid); the Edificio Vodafone, on Avenida de América; and the building at number 118 Avenida Burgos, which is leased in its entirety to BMW.

Original story: Eje Prime

Translation: Carmel Drake

Colonial Earns €254M in H1 Following the Integration of Axiare

30 July 2018 – Eje Prime

Colonial recorded a net attributable profit of €254 million following the merger of Axiare. That represented a decrease of 42% for the Catalan real estate company, although it did increase its net recurrent profit, which excludes the impact of the merger, by 12% to €41 million, according to a statement filed by the company with Spain’s National Securities and Exchange Commission (CNMV).

The Socimi led by Pere Viñolas recorded revenues from rental income of €170 million to June, up by 21%. Meanwhile, the value of Colonial’s asset portfolio amounted to €11.19 billion, up by 29% with respect to the same period last year.

In terms of its value on the stock market (the group is listed on the main exchange), the new Colonial, following the integration of Axiare, achieved a market capitalisation of more than €4.4 billion at the end of the first half of the year.

Original story: Eje Prime

Translation: Carmel Drake

Axactor & Grove Compete to Acquire Sareb’s Largest NPL Portfolio

23 July 2018 – Voz Pópuli

The Norwegian investment fund Axactor and the US fund Grove, which is in the process of merging with the British firm Cabot, are competing to be awarded a non-performing loan portfolio with a nominal value of €2.335 billion by Sareb. The portfolio is the largest of its kind to be sold by the company chaired by Jaime Echegoyen (pictured below), according to financial sources consulted by Vozpópuli.

Sareb has recently received binding offers from the two aforementioned funds, as well as from Kruk, a Polish company specialising in debt recovery. Nevertheless, the proposal made by the latter was well below those submitted by the other two. According to the sources consulted, the Norwegian fund, which recently acquired a €900 million portfolio from Sabadell, as this newspaper revealed, looks to be the favourite to win the auction this time around.

The portfolio in question, which forms part of Project Dune, regarding which Sareb is being advised by KPMG, comprises unsecured non-performing loans. In fact, the assets are mortgage tails – loans that have not been repaid following the execution of their corresponding mortgage contracts – from small- and medium-sized property developers.

In this specific operation, the offers that the interested parties have presented reflect significant discounts, which may even amount to 99% of the nominal value of the portfolio, with the aim of trying to recover the maximum possible amount of the debt, which is no longer secured by any collateral.

Gains

In any case, whatever Sareb obtains for this portfolio will represent a gain for the entity, given that all of the loans, which are considered almost irrecoverable, have already been fully provisioned. The completion of the operation will happen in the month of September, at the earliest, according to the sources consulted.

Last week, Sareb shelved the block sale of between €20 billion and €30 billion in real estate assets due to the high cost of the operation. In fact, the Board of Directors of the entity known as the bad bank decided not to undertake that operation for the time being, due to the capital hole that the sale of those assets would have generated for the acquiring fund, which require higher discounts than individual investors.

That deal was called Project Alpha and Goldman Sachs had been working on it for months, to determine how, when and to whom the portfolio could be sold. Sareb was also supported in that deal by the consultancy firm CBRE and the audit firm EY (…).

Original story: Voz Pópuli (by Pepe Bravo)

Translation: Carmel Drake

Värde Will Integrate Aelca into Vía Célere to Strengthen the Latter’s IPO

21 July 2018 – El Economista

A new merger operation is on the horizon in the real estate sector, and it is going to star Vía Célere and Aelca. According to confirmation from several sources in the sector speaking to this newspaper, the two entities’ common shareholder, the fund Värde, is working in an active way to integrate the two companies with the aim of strengthening the structure of Vía Célere ahead of its upcoming stock market debut.

The fund and its partners in the real estate company (Marathon, Attestor, Bank of America Merrill Lynch, JPMorgan and Barclays) are currently holding conversations with the founders of Aelca to carry out an operation in which the assets of the property developer would be integrated into Vía Célere’s portfolio. According to the same sources, Värde, which owns around 80% of each real estate company, wants to close a preliminary agreement within the next two weeks, although the operation may not actually be executed until October and November.

The objective of the fund is to close the integration before the end of the year, in such a way that the company will be ready to carry out its debut on the stock market when the next sales opportunity presents itself. Following the debuts of Neinor, Aedas and Metrovacesa, the market has almost exhausted its appetite for the real estate sector, plus there has been some high volatility on the stock market due to political instability.

These circumstances have meant that the fund has not been able to liquidate its investment in Vía Célere so far this year, as it had planned, although, sources at the company say that no specific date had ever been set for the IPO. In the case of Aelca, its founders and shareholders, Javier Gómez and José Juan Martín, have been aiming (to list their firm) in 2019, a step that may now be taken under the umbrella of the Vía Célere brand.

With this move, once listed on the stock market, the firm launched and presided by Juan Antonio Gómez Pintado will be positioned as the property developer with the largest market capitalisation, amounting to €2.3 billion. Similarly, according to the same sources, the target for the delivery of homes by the new company would increase to around 5,000 units per year, thus reaching the figures planned by its competitor Metrovacesa, which also forecasts such volumes for 2021.

Before designing the integration process for the two property developers, Värde has also studied the possible merger of Vía Célere with one of the other large listed companies, although, that formula was giving rise to a giant with a volume of business that was not seen in the property development sector even in the boom years.

With the merger of the two property companies now on the cards, the new Vía Célere will have a land bank with capacity for the development of around 23,000 homes. To this figure, the plots that Sareb will inject into Aelca will have to be added, with an approximate value of €800 million, in the event that the property developer ends up reaching an agreement with the bad bank.

The American fund reached an agreement with the Avintia group in the summer of 2016 to acquire Aelca for around €50 million. Almost simultaneously, Värde launched Dospuntos from the leftovers of the former Parquesol, the real estate subsidiary of the Sanjose Group.

Six months later, it closed the purchase of the property developer led by Gómez Pintado for around €90 million to integrate it with Dospuntos and create a new giant in the sector, retaining the Vía Célere brand, which has become the fund’s new darling.

Created shortly before the real estate bubble burst, the real estate company is one of the few that managed to survive the crisis and if Värde’s plans do crystallise, it could position itself as the largest listed property developer in the country.

Original story: El Economista (by Alba Brualla)

Translation: Carmel Drake

Alantra Creates Leading European Advisor for Sale of Toxic Asset Portfolios

12 July 2018 – Expansión

Alantra has just signed a document that is going to make it the leading advisor to banks in Europe for the sale of toxic asset portfolios. The deal was signed yesterday in London and involves the purchase of KPMG’s international business specialising in those kinds of bank cleanups. The team comprises more than 35 professionals, mainly seniors, who will move across to form part of Alantra and who will take with them the sales mandates, worth €16 billion, that they are working on at the moment, according to sources at the firm.

After almost a year of negotiations with KPMG, the division is finally going to join forces with the investment banking team led by Santiago Eguidazu (pictured above) to create a new company with more than 75 professionals. The new company will be a subsidiary of Alantra and will be dedicated to advising banks regarding the best exits options for their portfolios of non-performing assets.

To date, Alantra has advised 80 operations in this business across five countries since 2014, for a total nominal value of more than €65 billion. Meanwhile, KPMG’s team has advised on more than 100 transactions worth €180 billion during the same period. The resulting company has averaged 45 transactions per year for the last four years and has advised an operation volume of more than €61 billion. The transaction will involve a cash disbursement for the Spanish firm of €2.83 million.

Banks and funds

The new division will be particularly active in the medium-sized transaction market generated by both banks and funds. The focus will be primarily on Europe, but also other countries around the world where the firm has a presence. In its activity, Alantra will compete above all with PwC, the other major player in the European portfolio business alongside KPMG, and with the US giants Morgan Stanley and Goldman Sachs for the largest contracts.

KPMG’s international team is headquartered in London, with local offices in Milan, Athens, Dublin and Lisbon. Alantra adds Madrid to that list, from where it has organised its global coverage of the portfolio business to date, which has seen it advise operations not only in Spain but also in Portugal, Italy, Greece and Eastern Europe.

The team at Alantra has been responsible for the sale of portfolios by almost all of the Spanish banks, ranging from Sabadell (with which it is working at the moment) to Santander, and including BBVA, CaixaBank, Bankia, Liberbank, Ibercaja and the domestic subsidiary of Deutsche Bank.

The current Head of Alantra’s Portfolio Business, Joel Grau, will lead the new subsidiary, together with Andrew Jenke and Nick Colman, from KPMG.

Global advice

Between the three of them, they will pursue the objective of replicating on a European scale the model that Alantra has been adopting in Spain, and which is based on providing global advise to banks from three perspectives: corporate operations, real estate (large properties and loans from financial entities, as well as those relating to shopping centres and hotels) and portfolios of toxic assets, according to sources at Alantra.

They will operate from two main centres: Madrid and London, where many of the funds that buy the banks’ portfolios are located and thanks to which the business is expected to soar, by reselling financial assets acquired or securitising them to put them on the market.

Original story: Expansión (by Inés Abril)

Translation: Carmel Drake

Aelca Locks Horns with its Owner Värde Over Sareb Mega-Contract

12 June 2018 – Voz Pópuli

An underground war in the heart of Aelca, one of the largest property developers in Spain. The real estate firm founded by José Juan Martín and Javier Gómez is immersed in negotiations regarding a possible alliance with Sareb which has generated unease for its main shareholder, Värde Partners, which owns 80% of the share capital.

Sources at the US fund consider that their investee company is negotiating this agreement behind their backs, something that they are opposed to since it could mean that their stake in the property developer decreases to less than 50%, according to financial sources consulted by Voz Pópuli.

Sources at the property developer declined to comment: “Aelca is continuing to work on the project with Sareb. In this sense, we decline to make any comment”.

Meanwhile, Värde Partners has been assessing a possible merger between Aelca and Vía Célere, the fund’s other property developer in Spain, for some time. They see it as the best way to generate value from their investments in Spain ahead of a possible IPO when the market improves. But neither of the US fund’s partners like the merger option, they would both prefer to continue on their own.

Sareb’s process

The property development alliance with Sareb is making progress, with the recent selection of just two finalists: Aelca and Aedas. The President of the bad bank, Jaime Echegoyen, said yesterday that his entity is in no hurry to close an agreement and nor does it have any obligation to close a deal if the numbers do not work out in the end.

Sareb’s idea is to include land worth €800 million in the agreement. According to financial sources consulted, developments in progress worth another €500 million may also be included. And of all of that, Aelca would want to hold onto around €900 million, or 70% of the total.

One of the options being negotiated is that Aelca and/or Aedas acquire the plots in exchange for allowing Sareb into their share capital. The valuation of the property developer is around €1 billion, and so such an agreement would reduce Värde’s stake to below 50%. Even so, according to the same sources, Aelca would have to obtain approval for the operation at the General Shareholders’ Meeting, which would be tricky if the fund is not in agreement.

Moreover, sources at Värde do not think that the valuations that they are seeing for the possible agreement with Sareb are justified, and they fear that the negotiations will dilute their stake (…).

Original story: Voz Pópuli (by Jorge Zuloaga)

Translation: Carmel Drake

Vía Célere Launches in Girona with a 139-Home Development

29 May 2018 – Eje Prime

Vía Célere is expanding its homes across Spain. The residential property developer has started marketing Célere Domeny, its first project in Girona, comprising 139 homes. The urbanisation is going to be built in the capital of the province located in the north of Cataluña. In that autonomous region, the company is already working on projects in Barcelona.

Vía Célere’s new development comprises two-, three- and four-bedroom homes, which are going to be built on a plot of land that will also have common areas with a swimming pool, a padel court, a gym and even a study room, amongst other services.

The residential development is located in the northwest of the city of Girona, in Pla Baix de Domeny between Calles Roberto Bolaño Avalos, Damià Escuder i Lladó and Carrer Font de la Teula. The developer is going to open an experiential office on the site, a project unveiled recently by Vía Célere, which allows visitors to tour different spaces and experience emotions and sensations.

The province of Girona is the tenth in which the real estate company chaired by Juan Antonio Gómez-Pintado has a presence. The firm is controlled by the international investment fund Värde Partners. In addition, the company owns plots of land in neighbouring Portugal, in Lisbon and Porto, which it inherited from its merger with Dospuntos in 2017.

Currently, Vía Célere has a land bank spanning 1.4 million m2 of buildable space, equivalent to a production capacity of 12,200 homes. The property developer invested €227 million last year to expand and diversify its land portfolio, with operations in Madrid, Sevilla, Valladolid, Barcelona, La Coruña, Girona and the Balearic Islands, amongst other provinces. Since 2007, the company’s management team has delivered 2,300 homes.

Original story: Eje Prime

Translation: Carmel Drake

Colonial & Axiare Formally Approve Their €11bn Merger

24 May 2018 – Eje Prime

Colonial and Axiare are on the verge of merging. Yesterday (Thursday), the General Shareholders’ Meeting of the Catalan Socimi approved the firm’s merger with Axiare, in an operation that is expected to close during the second half of the year and which will give rise to the largest office building rental company in Spain, a real estate giant with asset worth €11 billion.

The integration is a consequence of the takeover bid that Colonial launched over Axiare at the end of last year to acquire the share capital that it did not own in the Socimi, of which it was already the largest shareholder. The real estate company led by Pere Viñolas purchased 86.8% of the Socimi’s share capital in the end. To obtain the remaining 13.2%, it offered a share exchange deal at a ratio of 1.8554 own shares for each Axiare share.

Colonial also subjected the capital increase necessary to undertake this exchange to its General Shareholders’ Meeting, held on Thursday. With this merger, the real estate company chaired by Juan José Brugera seeks “to consolidate” its position in the prime office sector and “to respond to the current challenges in the real estate sector by strengthening its competitive position and achieving greater size and more efficiency in the business in Spain”.

Nevertheless, it does not rule out that the integration may also generate “duplications and incoherencies” in the resulting workforce, in which case, it plans to undertake adjustments over the coming months.

Axiare will, in turn, give its “approval” to the integration at its General Shareholders’ Meeting today, 25 May, where it will also ratify the Transition Board of Directors, comprising independent members, which Colonial appointed following the takeover.

Original story: Eje Prime

Translation: Carmel Drake

Colonial Will Increase its Share Capital by €180M to Finance Merger with Axiare

21 April 2018 – Expansión

The merger between Colonial and Axiare is moving ahead. The Socimi chaired by Juan José Brugera is expected to approve a capital increase at its next General Shareholders’ Meeting, scheduled for 24 May, to absorb the 13% stake in Axiare that it does not control yet. The capital increase will take place through the issue of 19.27 million new shares, which at current prices corresponds to a monetary value of around €181 million.

On 10 April 2018, the Boards of Directors of Colonial and Axiare approved the project to merge the two Socimis, which will give rise to a real estate giant with a portfolio of assets worth around €11 billion, which will place the new group very close to its rival Merlin, with assets of €11.254 billion.

This operation will go ahead after Colonial successfully completed its takeover of Axiare in February to acquire 87% of its share capital. The operation will involve the termination due to dissolution of Axiare and the block transfer of the Socimi’s assets to Colonial.

According to the approved exchange ratio, each existing shareholder of Axiare will receive 1.8554 shares in Colonial. To this end, the Catalan real estate company will submit to a vote by its shareholders the issue of a maximum of 19.27 million new ordinary shares with a nominal value of €2.50 each to pay for the merger exchange.

This operation will also be subject to a vote by the shareholders of Axiare, whose General Meeting is due to be held on 25 May on the first call and on 28 May on the second call, if the necessary quorum is not reached on the first call.

New Board

The items on the agenda for that General Shareholders’ Meeting include the appointment of Javier López Casado as a proprietary director, as a representative of Finaccess, which will then have two representatives on the Board after taking control of 18% of the group’s share capital. In this way, Axiare’s most senior governance body will comprise 11 members: four independent directors, two executive directors and five proprietary directors – two to represent the sovereign fund of Qatar, two to represent Finaccess and one to represent the Colombian firm Santo Domingo-.

On the other hand, Colonial is going to approve the distribution of a dividend amounting to €0.18 per share, up by 9%. The company is thus going to increase the remuneration to its investors with a third dividend payment after recovering it in 2016, following ten years of not paying the shareholders anything.

Original story: Expansión (by Rebeca Arroyo)

Translation: Carmel Drake

Haya Real Estate Wins Contract to Manage Assets Worth €15bn+ For Bankia-BMN

9 April 2018 – Expansión

The negotiations between Haya Real Estate, the Spanish subsidiary of the US fund Cerberus, and Bankia, regarding the management of the latter’s real estate assets, are on the verge of completion. In fact, the parties have already established the perimeter of the new agreement: Haya is going to manage real estate assets worth between €15 billion and €17 billion, in gross terms, on behalf of Bankia and BMN, according to sources in the know.

After receiving the legal approvals to merge the also public company BMN at the end of December, Bankia decided to break the agreement it had signed with Cerberus regarding its property, as well as the agreement that BMN had signed with Lindorff. To do that, it had to pay a “three-figure” indemnity. Other sources in the sector estimate that the compensation payment will have amounted to around €100 million for each fund.

These indemnities depend on who initiates the termination decision, which in this case was Bankia following its integration of BMN.

Open to third parties

The process to take on the management of the real estate assets linked to the resultant entity was subsequently opened up to third parties.

Cerberus will have paid a higher amount than the forecast estimated by Bankia, which took advantage of the merger with BMN to renegotiate upwards a new contract in light of the good times that the real estate sector in Spain is currently enjoying.

Haya Real Estate (Cerberus) took over the management of Bankia’s assets worth more than €12 billion in 2013. At that time, the fund paid between €40 million and €90 million, a range conditioned by the fulfilment of the planned property sales.

The old contract was due to expire in 2023. Now, Haya is going to be Bankia-BMN’s servicer until 2028, according to the sources. Meanwhile, sources at Bankia indicate that the parties are finalising the negotiations and that the finishing touches to the operation have not been agreed yet.

BMN teamed up with Aktua in 2014. The former real estate arm of Banesto is now controlled by the Norwegian fund Lindorff.

Haya Real Estate has become a major player in the real estate sector in Spain. In recent years, it has teamed up with Sareb, BBVA, Cajamar and Liberbank, amongst other entities.

Cerberus’s platform in Spain managed €40.2 billion in assets at the end of 2017, up by 2% compared to the previous year. Having fought off competition from Lindorff in the bid to become the only company to manage the real estate assets of Bankia and BMN, Haya has cleared the way for its stock market debut. The Spanish subsidiary of Cerberus has engaged Rothschild to prepare its IPO.

Bankia will hold its General Shareholders’ Meeting in Valencia tomorrow. The focus will focus on the ERE (collective dismissal) following the integration of BMN and the rumours of a merger with BBVA.

Original story: Expansión (by R. Sampedro)

Translation: Carmel Drake