Vía Célere Completes its Merger with Aelca to Create a Giant Firm with Land for 25,000 Homes

16 January 2019 – El Confidencial

Vía Célere has completed the integration of the real estate assets (land and property developments) of Aelca, to become one of the largest property developers in Spain with a gross asset volume (GAV) of €2.2 billion and a land bank for the construction of 25,000 homes. From today, the company has the capacity to deliver an estimated 2,000 homes in 2019 and 5,000 homes in 2021.

To put that into context, Metrovacesa owns land for the construction of 38,000 homes, has a GAV of €2.6 billion, and so it is still the largest property developer in Spain. Meanwhile, Aedas has land for 14,521 homes and a GAV of €1.6 billion, whilst Neinor, with a GAV of €1.7 billion, has land for another 13,500 units.

Following the operation, Värde is now the owner of 75% of the shares in Vía Célere, whilst the other minority shareholders (Marathon, Attestor, BAML, Barclays, DB and JPM) own the remaining 25% stake. The company is also strengthening the diversification of its asset portfolio with 38% in Madrid, 20% in Málaga, 11% in Barcelona, 9% in Sevilla, 5% in Valencia and 17% in other provinces across the rest of Spain.

The purchase of Aelca by Vía Célere was made with one clear objective in mind: to grow the company so as to be able to list it on the stock market, given that the transaction has allowed the company chaired by Juan Antonio Gómez-Pintado (pictured above) to incorporate assets worth €1.3 billion (…).

Future stock market debut?

Since then, the rumours regarding the possible stock market debut of Vía Célere have been constant (…). In fact, it was initially scheduled for the spring of 2018, but it was always known that the property developer needed to be larger to be able to compete in the market with Neinor, Metrovacesa and Aedas (…).

Original story: El Confidencial 

Translation: Carmel Drake

Blackstone Obtains a c. €2bn Mega-Loan for Testa

19 December 2018 – Expansión

The Socimi Testa held an extraordinary General Shareholders’ Meeting on Tuesday, where it reduced the number of members of its Board of Directors from 11 to 5. The new governing body includes three people proceeding from the new majority shareholder, the investor group Blackstone.

Testa Residencial is going to sign a mega-loan amounting to €1.943 billion, which it had already agreed in principle after the US fund Blackstone takes control of the rental home Socimi with the purchase of 80.6% of its share capital within the next few days.

The loan, equivalent to the amount that the purchase of the firm has cost the fund (around €1.52 billion) along with the debt held by the Socimi, has been agreed with Bank of America Merrill Lynch, Société Générale and Santander itself, Blackstone’s partner in Testa with 18% of its share capital.

This bank financing was agreed during the first meeting of Testa’s new Board of Directors following the restructuring of the management body conducted hours before, at the General Shareholders’ Meeting, when entry was granted to Blackstone.

By virtue of this restructuring, Testa’s Board has been reduced to five members, from the previous number of eleven. The fund has appointed three representatives to the Board, one of which, Diego San José, will also be the President of the Socimi, a role held until now by Ignacio Moreno.

The other two chairs at the table will continue to be occupied by the current CEO, Wolfgang Beck, and the director Miguel Oñate. In this way, the Board seeks to ensure continuity in the management of the real estate firm and to continue benefitting from Oñate’s experience and knowledge.

New strategy

Despite this continuity in management, at the first meeting of Testa’s Board, with Blackstone in the driving seat, a resolution was taken to approve a new strategy for the company, which had been planning to invest €550 million in the purchase of new rental homes to add to its existing portfolio of 10,700 flats.

The new strategy involves “analysing the eventual purchase of new homes depending on the circumstances at play in each case”. Moreover, Blackstone has raised Testa’s current leverage limit, situated at 35% of its asset value, and has reduced the dividend payment to the “legal minimum”.

In terms of the super-loan, it is being guaranteed by the assets of the Socimi itself, worth €2.3 billion in May when it was considering making its debut on the main stock market, and which will be signed with a two-year term, with the possibility of three annual extensions.

Dividend

Before changing the dividend policy, the Board also agreed to distribute a payment to the shareholders leaving the Socimi as well as to the new shareholders.

Specifically, it is going to pay €7.612 per share to the shareholders that leave the company after selling their stakes to Blackstone, in other words, to BBVA, Acciona and Merlin and to Santander for the proportion of shares that it has also sold.

Moreover, Testa will pay €0.035 per share to those players that will be its shareholders once the sale and purchase agreement has been signed within the next few days, in other words, to Blackstone and Santander, as well as to a group of minority shareholders who own 0.5%.

With the acquisition of this Socimi, Blackstone is strengthening its position as the largest owner of rental homes in Spain, with around 24,000 homes through its various firms and Socimis. Moreover, it is consolidating its position as one of the largest real estate owners in the country, with an asset portfolio worth more than €20 billion.

Original story: Expansión

Translation: Carmel Drake

Hispanotels Debuts with a Stable Share Price on the MAB

14 December 2018 – Eje Prime

Hispanotels has made its debut on the stock market with a stable share price. The Socimi, which owns four hotels managed by NH, made its debut today on the Alternative Investment Market (MAB), with a share price of €5.90, which did not vary at all during its first day of trading.

During the first hours of trading, there were 855 purchase orders at €5.85 and 845 sales orders at €5.95 for Hispanotels’ shares. That reference value for its stock market debut valued the company at €65.93 million.

The company, which is the 21st Socimi to make its debut on the stock market in 2018, is dedicated to the acquisition and development of real estate properties of an urban nature for their rental. Founded in 1947, around 53% of Hispanotels’ shares are owned by eight members of the Fontcuberta family and the remaining 47% is controlled by around thirty minority shareholders.

Original story: Eje Prime

Translation: Carmel Drake

Santander Sells Another 10.6% of Testa to Blackstone for €201M

21 November 2018 – Expansión

Santander has sold another 10.62% of the share capital in the Socimi Testa Residencial to Blackstone for €201 million, whereby reducing its stake in the rental home Socimi to 18%. Meanwhile, the US fund now controls 80.63% of the entity’s shares.

The bank chaired by Ana Botín has added this sale to another one involving 7.76% of share capital that it already agreed with the US fund. The new sale from Santander came about after Blackstone launched an offer to purchase any Testa shares owned by minority shareholders, a total of 702,508 shares, representing 0.53% of its share capital, according to reports filed by the fund with the Alternative Investment Market (MAB).

Blackstone offered the owners of those shares €14.32 per share, the same price it paid Santander, BBVA, Merlin and Acciona for the stakes that those companies and banks sold it, which together amount to the aforementioned 80.63% stake. The offer price is 3% higher than the listing price (€13.90) at which Testa debuted on the MAB at the end of July and represents a market valuation for the company of €1.895 billion.

The amount is also higher than the €14.10 price at which the firm was trading when Blackstone launched its offer in the middle of last month, but below the price at which the Socimi’s shares are currently trading. The offer by the fund to Testa’s minority shareholders, estimated to amount to €10.06 million in total, began yesterday and will last for a month until 20 December.

Blackstone has convened two consecutive extraordinary shareholders meetings for Testa to be held on 18 and 21 December with the aim of closing the operation to purchase this Socimi and restructure its Board of Directors.

With this operation, the fund from the USA is strengthening its position as the largest owner of rental homes in Spain, with a portfolio of around 24,000 properties, and is ratifying its position as one of the largest owners of all types of real estate assets, given that it now holds assets worth more than €20 billion in its portfolio.

Original story: Expansión

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

A Spanish Socimi Debuts on the Paris Stock Market to Avoid the MAB’s Requirements

26 July 2018 – Idealista

Some of Spain’s Socimis are looking beyond the Alternative Investment Market (MAB) in search of visibility, prestige…and one or more regulatory benefits. Logis Confort, the Socimi owned by the Valencian property developer and construction firm CV Grupo, has become the first in Spain to list on the Euronext exchange.

The company made its debut on the stock market headquartered in Paris on 13 July, at a price of €2.20 per share and a market capitalisation of more than €11 million; its portfolio comprises seven assets. Together its assets span a surface area of 23,521 m2 and are worth around €15 million, according to Gesvalt’s calculations.

Logis Confort is dedicated to the rental of industrial and logistics buildings. Founded in 2001 by Salvador Vila Arcos, the owner of CV Grupo (which specialises in building and leasing industrial warehouses and spaces), the company adopted the Socimi structure in August 2016. The firm, which has been advised by Armanext (the largest Spanish advisor in taking Socimis to the European stock market) has its headquarters in San Fernando de Henares, in Madrid.

The company is currently working on medium- and long-term projects and its aim is the acquisition of buildings, through purchase or development, in areas “with a great industrial tradition and close to large Spanish cities, to transfer them for rent”, according to the firm. The group’s shareholders include Salvador Vila Arcos, who owns 50% of the capital; Edelmiro Copoví, who owns 25%; and his brother José Manuel Copoví, who owns the remaining 25%.

The company’s shareholder structure is, precisely, one of the features that draws the most attention. Since it does not have any minority shareholders, the vehicle cannot trade on the Alternative Investment Market (MAB) where all of Spain’s other Socimis are listed, with the exception of the largest, which trade on the traditional stock market. It was just a year ago, when the manager of the market decided to tighten up the rules and, since then, it has forced these types of companies to have a minimum quantity of minority shareholders to approve their stock market debuts (…).

Therefore, since it did not have any minority shareholders, it soon became clear that the Socimi would have to undertake the operation on another European market. And Euronext is the one that establishes the fewest requirements in this regard, specifically the market called Euronext Access (there is another one called ‘Growth’, which establishes more onerous requirements). As such, it was chosen for the firm’s stock market debut to allow it to maintain the tax benefits that are afforded to Socimis (…).

Logis’s portfolio

Logis Confort has a portfolio of assets comprising seven industrial properties and several parking lots in Madrid and Valencia, two markets that are being boosted by the improvement in the economy, the recovery in exports, domestic consumption and e-commerce. By market value and surface area, the jewel in Logis Confort’s crown is the logistics warehouse located in Picassent, in Valencia, which spans 11,800 m2 and has a market value of €8 million. That property is leased to Facil Europe and Transfesa.

Also in Valencia, the Socimi owns assets in Almussafers and Ribarroja, which together have a market value of €6 million and span an industrial space of more than 10,700 m2. In Madrid, the company owns a logistics property in San Fernando de Henares, leased to Transecort Logistics, which has a market price of less than €1 million (…).

Original story: Idealista (by Custodio Pareja and Ana P. Alarcos)

Translation: Carmel Drake

La Caixa Finalises its Purchase of 49.9% of Saba for €900M

6 June 2018 – Expansión

Criteria is planning to acquire 100% of the parking lot group, which has itself closed several operations in recent months, resulting in the addition of almost 15,000 parking spaces to its portfolio.

Reorganisation between the shareholders of Saba, the parking lot group controlled by Criteria (50.1%), the industrial holding company of la Caixa, and in which Torreal (20%), KKR (18.2%) and ProA (10.5%) hold stakes, along with 3,000 minority shareholders (1.2%).

Criteria is finalising the acquisition of the remaining 49.9% that it does not yet own in Saba for €900 million, according to sources in the infrastructure sector. It remains to be seen whether this operation will be completed in time to be approved at the Ordinary General Shareholders’ Meeting, which is scheduled to be held next Tuesday, 12 June. The celebration of the assembly had been postponed from 9 May precisely for the purpose of signing the deal that will see Criteria take complete control over the group chaired by Salvador Alemany.

The agenda for Saba’s General Shareholders’ Meeting includes the ratification and appointment of the company’s directors. In the event that the takeover does not take place, the most feasible option would be for another General Shareholders’ Meeting to be convened, but in that case an Extraordinary one.

The price at which Saba had been valued initially amounted to around €1.4 billion for 100% of the Catalan company, based on a multiplier of around 14 times its EBITDA in 2016. Saba’s accounts for 2017 have not been published yet, pending the General Shareholders’ Meeting next week, but a slight increase is expected both in turnover and profits, boosted by the strong performance of the firm in countries such as Portugal. In 2016, the company recorded a comparable gross profit of €94 million after generating revenues of €205 million, 66% of which were recorded in Spain.

Original story: Expansión (by M. Á. Patiño, A. Zañón & C. Morán)

Translation: Carmel Drake

Criteria to Make a Decision Regarding the Remaining 49% Stake in Saba on 24 May

23 May 2018 – Expansión 

Tomorrow (Thursday 24 May), the Board of Directors of Criteria, the investment arm of La Caixa, will make a decision regarding the future of Saba, the parking lot group of which it is a controlling shareholder, with a 51% stake. Criteria must decide whether to purchase the remaining 49% share capital currently in the hands of KKR, Torreal and ProA Capital or, by contrast, accept an offer for the purchase of 100% of the company chaired by Salvador Alemany.

According to sources close to the operation, Criteria’s position will be to emerge as the buyer, once the economic estimate of the asset has been made known, whose valuation ranges between €1.2 billion and €1.4 billion.

The investment by La Caixa’s industrial holding company will put an end to the period of uncertainty that the company has been experiencing since Torreal (20%), KKR (18.5%) and ProA (10.5%) agreed to sell their combined 49% stake in a coordinated way more than a year ago. Saba’s minority shareholders have forced this outcome. According to the shareholders’ agreements, the drag-along clause was activated in May, which means that any of the shareholders may require the sale of 100% of the company. KKR, ProA and Torreal notified La Caixa of their intention to find a buyer. According to sources consulted, Criteria has expressed its willingness to buy at the estimated prices. Several funds have also expressed their interest in Saba. As Expansión revealed in November 2017, Arcus was one of the first funds to propose an agreement. In the market, sources also point to Macquarie, which purchased Empark last year.

For Criteria, which has declined to comment, the investment in Saba would represent its first major buy-side move since it sold 10% of Gas Natural Fenosa to the fund GIP in 2016 for around €1.8 billion and following its exit this month from Abertis, after accepting the joint takeover bid presented by ACS and Atlantia. For its 18% stake in the highway group, Criteria has received more than €3 billion, which it will use to fund new investments.

The conversations have accelerated in recent weeks to the point that Saba had to postpone its General Shareholders’ Meeting. Originally, it had been convened for 9 May, but it has been postponed until 12 June pending an agreement between the shareholders.

Original story: Expansión (by C.M., M.P.L. and A.Z.)

Translation: Carmel Drake

Criteria Negotiates with Torreal, ProA & KKR to Acquire 100% of Saba

9 April 2018 – Expansión

Criteria, the controlling shareholder of Saba, with a 51% stake, is holding advanced discussions with the minority shareholders of the parking lot group to become the sole shareholder of the company. The investment by La Caixa’s industrial holding company, which could take a decision within the next few weeks, would put an end to the current period of uncertainty that the company has been subject to since Torreal (20%), KKR (18.5%) and ProA (10.5%) agreed to sell their stakes (49%) in a coordinated way more than a year ago.

For Criteria, which declined to comment on the operation, the investment in Saba would represent its first major buy-side move since it sold 10% of Gas Natural-Fenosa to the fund GIP in 2016 for around €1.8 billion and ahead of its eventual exit this year from Abertis if the joint takeover bid by ACS and Atlantia proves successful. For its 18% share in the highway group, Criteria could receive more than €3 billion to use for new investments.

Saba’s valuation ranges in multiplies of between 12x and 14x its EBITDA, which amounted to €100 million in 2017. Taking this relationship as a reference, 100% of the parking lot group chaired by Salvador Alemany would be worth €1.4 billion, including the debt.

Saba’s minority shareholders have forced this outcome. According to the shareholders’ agreements, in May a drag along clause will be activated whereby any of the shareholders may force the sale of 100% of the company. KKR, ProA and Torreal notified La Caixa of their intention to look for a buyer. According to the sources consulted, Criteria has manifested its willingness to buy at the estimated prices.

For the funds, this is an acceptable solution – given the good relationship they have with the majority shareholder – which would also give continuity in terms of the management of the company. With 100% of Saba, Criteria could tackle the subsidiary’s growth strategy with greater freedom at a time when the parking lot sector is open to new corporate movements and company consolidation. Saba will hold its Annual General Shareholders Meeting on 9 May, which Criteria and the investment funds could use to materialise the operation with the configuration of a new Board of Directors if there is a change in the shareholding. The agenda for Saba’s meeting includes the appointment and ratification of directors.

Saba recorded turnover of €205 million in 2016, up by 7%. Its EBITDA, without taking into account the effect of divestments from its logistics parks, rose by 10% to €94 million, whilst its net profit remained at €4 million, which would have been €32 million if the aforementioned exceptional operation was taken into account. The firm’s net financial debt at the end of 2016 amounted to €357 million. Two-thirds of Saba’s business is generated in Spain.

Between 2011, when it broke away from Abertis, and 2016, the company led by Josep Martínez Vila invested €545 million to expand its business perimeter to include 195,000 spaces, although it also divested its logistics assets, with the aim of focusing purely on its parking lot activity. Following the operations of Aena, Adif and the Town Hall of Barcelona, the company has barely made any significant moves, despite expressing interest in its rivals such as Empark and Vincipark, amongst others.

Original story: Expansión (by C. Morán, M. Ponce de León & S. Saborit)

Translation: Carmel Drake

Témpore Properties Secures Sufficient Minority Shareholders Ahead of its MAB Debut

23 February 2018 – La Información

The team at Sareb has overcome the penultimate obstacle to enable the Socimi that it has created, Témpore Properties, to take the final step towards starting to trade on the Alternative Investment Market (MAB), as set out in the initial plan drawn up by Jaime Echegoyen (pictured above) almost a year ago. According to sources familiar with the process, Témpore has now successfully completed the incorporation of around twenty minority shareholders into its share capital, as required by the MAB, so that the Socimi can trade on that market.

And this latest milestone is no mean feat. Sources in the sector say that around half a dozen Socimi projects, driven by large fortunes and family offices, have run aground due to their inability or lack of interest in fulfilling that requirement. Specifically, the MAB requires at least €2 million of a company’s share capital (or 25% of the equity if the company has a share capital of less than €8 million) to be owned by around twenty minority shareholders. The managers of the MAB also require that those minority shareholders have no family or business links with the owners of the company and that no single shareholder holds a participation equivalent to more than 5% of the total or worth less than €60,000. The reasons? On the one hand, to emphasise the nature of Socimis as collective investment instruments; but also, to prevent any kind of activity that seeks to use investors as “mariachis”, which is what triggered the inspections against Sicavs back in the day.

Over the last two months, Nicolás Díaz Saldaña, the Director General of Sareb and person responsible for the Témpore Properties project, and his team have maintained permanent contact with investment banks, funds and offices representing large fortunes to search for the most appropriate and most interested profiles to form part of Témpore. That process has also been supported by Ázora, Sareb’s advisor in everything relating to the Socimi’s stock market debut.

Offers to buy Témpore

According to financial sources, investors have welcomed the presentation of the Témpore project with enormous interest, and not only with a view to participating as minority investors. Sareb has received several offers from investment funds and even from other Socimis to acquire Témpore Properties, an investment vehicle in which the so-called bad bank has placed 1,554 of its best rental assets (mainly homes) with an aggregate value of €175 million.

Sareb’s Management has even been seriously considering some of the offers received, according to sources familiar with the contacts, but in the end, it has opted to go with the initial plan and push ahead with the project to have the Socimi debut on the MAB independently, at least to begin with. The next step in this process will be the presentation of the prospectus, which will mark the beginning of the final phase of the stock market debut of Témpore Properties.

The debut of Sareb’s Socimi on the stock market has taken longer than originally planned. Initially, Témpore Properties was expected to make its debut before the end of 2017 and, in fact, in September last year, Sareb formally requested the mandatory authorisations from the MAB and the Ministry of Finance to make its debut in 2017. Nevertheless, the turbulent political panorama and the difficulties that have marked the configuration of the project have delayed the timeframes initially established and now the only objective is for Témpore to make its debut before the end of June 2018.

Original story: La Información (by Bruno Pérez)

Translation: Carmel Drake