Tag: OPA

Blackstone Will Pay Azora €224 million Following Termination of Contract

10 August 2018

Follows its successful takeover bid for Hispania.

The North American fund, through its subsidiary Alzette Investment, will terminate its contract with Hispania’s current asset manager. According to the agreed terms, Azora will be indemnified in the amount of €224.4 million, corresponding mostly to “success fees.” Blackstone had already announced its intention to grant the management of the hotels to HI Partners, its hotel management company.

Following the success of the Blackstone Group’s takeover bid for Hispania through its subsidiary Alzette Investment, announced at the end of July, the company announced the termination of its management contract with the Azora through a notice to the National Securities Market Commission (CNMV). The early termination will result in an indemnity that will exceed 224 million euros.

Hispania communicated Alzette’s decision to terminate the management contract between the Company and Azora Capital, signed on February 21, 2014. The conditions are set in the ‘Termination Letter’, according to which the company entitled to the “collection of the following fees for early termination under the Management Contract: (a) €33,698,143, equivalent to the amount of the base fee that would have corresponded to keeping the Management Contract in force until the end of its contractual term, and (b) €190,832,528 corresponding to success fees (performance fees) calculated in accordance with the Management Contract in the event of a change of control of the Company.”

As reported by Hosteltur tourism news, Blackstone plans to maintain Hispania’s assets, while changing the manager. In June, the American fund stated in its takeover bid, which provided details regarding technical aspects as well as the company’s proposed strategy after assuming control of the socimi, that it planned to control the hotel assets through an unlisted company, entrusting the hotels’ management to a subsidiary, HI Partners, and that it would terminate the company’s contract with Azora, which it has been managing Hispania’s assets for the past years.

Also, Alzette and the management company have agreed that Azora will continue cooperating temporarily with the Company ” to ensure an orderly transition after the completion of the takeover bid”.

Alzette has undertaken to present the terms of the Termination Agreement to the Board of Directors of the Company for its submission to the General Shareholders’ Meeting, which must be held no later than September 30, 2018, and to vote at said General Meeting in favour of the approval of said termination agreement for subsequent subscription by the Company.

Original Story: Hosteltur

Translation: Richard Turner

Perry Will Pay Colonial A Bonus If It Launches Axiare Takeover

27 October 2016 – El Economista

Perry Partners has kept an ace up its sleeve during the sale of the 15.09% stake that it held in the Socimi Axiare to Inmobiliaria Colonial. The British fund, which is currently being wound up, is now playing a card that would allow the real estate company to record higher revenues (from the sale) if it decides to launch a takeover bid (OPA) for the Socimi, as explained by sources familiar with the negotiations.

The unstated objective of Colonial is to increase its stake in the Socimi’s share capital to acquire, at least, 25%, according to the same sources consulted, however the pressure in the market points to an offer or, at least, an effort to try and provoke one.

Meanwhile, the real estate company, chaired by Juan José Bruguera, said at the time that this purchase was a “quick and opportunistic gesture” by Colonial, which wants to strengthen its portfolio of prime office assets.

As this newspaper went to press, Axiare had notified the CNMV of its intention to look for investment banks and legal advisors “to analyse and study the possible effects of Inmobiliaria Colonial’s recent share purchase”.

This move by the Socimi’s Board of Directors may respond, according to sources in the sector, to the Board’s need to demonstrate that it is analysing the surprise operation, which clearly affects the company’s shareholders, given that Colonial is now Axiare’s majority shareholder. Similarly, Axiare may try to veto the inclusion of a board member from Colonial given that the firm is a competitor.

The move came on Friday 14 when the real estate company acquired 15.09% of the Socimi, off market, at a price of €12.50 per share, for a total investment of €135.6 million. Colonial paid a premium of 11.18% above the closing share price on Friday, but Banco Sabadell’s analysts said that the price represented an 8% discount compared to its estimate of Axiare’s NAV and an 11% discount on the target share price, which amounts to €14.10, compared with the closing share price on the day of the purchase (€11.18).

As a result of this operation, the real estate company will have a guaranteed flow of income in the form of dividends from Axiare, which, given its Socimi status, is obliged to distribute at least 80% of the profits from rental income to its shareholders. Colonial is hereby replicating the model that it has applied in France for years, where it is a shareholder of the Socimi Société Foncière Lyonnaise, with a 57.7% stake.

Original story: El Economista (by Rubén Esteller, Alba Brualla and Araceli Muñoz)

Translation: Carmel Drake

Realia Launches €87M Capital Increase

11 November 2015 – Cinco Días

Realia has approved the launch of a capital increase amounting to €87 million, which the real estate company’s majority shareholder, Carlos Slim, has promised to participate in, according to the company.

By virtue of the operation, the real estate company will issue 150 million new shares at a price of €0.58 per share, the same price that Slim paid in the takeover (OPA) through which he took control of the company.

With this operation, Realia is seeking to strengthen its financial structure ahead of the company’s debt restructuring program. In total, Realia’s debt amounts to €1,067 million, of which half is due to mature within the next few years.

Original story: Cinco Días

Translation: Carmel Drake

Spain’s CNMV Authorises Slim’s Takeover Of Realia

24 June 2015 – Expansión

The offer presented by the Mexican businessman was competing against a bid submitted at the end of 2014 by Hispania, the Socimi in which George Soros holds a stake.

According to reports yesterday from the market supervisor, Spain’s National Securities Market Commission (CNMV) has approved the public offer for the acquisition of shares (takeover or OPA) that Carlos Slim (pictured above) presented for 100% of Realia, valued at €178 million.

The body led by Elvira Rodríguez believes that the terms of the offer conform with ruling legislation and deems that the contents of the brochure explaining the operation are sufficient (following the latest submission of information by Slim on 16 June).

Slim offered €0.58 per share, compared with €0.49 per share offered by Hispania. Nevertheless, both prices fall below the current market value of the real estate company, which closed trading on Tuesday at €0.685 per share.

Carlos Slim has already taken control of Realia, since he recently bought the 24.9% stake that Bankia held; it used to be the second largest shareholder of the real estate company. The primary shareholder is FCC, and the Mexican businessman is, in turn, the primary shareholder of FCC.

Original story: Expansión (by E.P.)

Translation: Carmel Drake

CNMC Authorises Santander’s Purchase Of Bankia’s 19% Stake In Metrovacesa

13 February 2015 – Expansión

With this purchase, Santander will assume ownership of 55.8% of the share capital, whereby taking control of the real estate company.

Santander has received authorisation from the National Markets and Competition Commission (Comisión Nacional de los Mercados y la Competencia or CNMC) to purchase Bankia’s 19% stake in Metrovacesa and whereby assume control of the property company, by taking ownership of 55.8% of its share capital.

The ‘super regulator’ has authorised the first phase of the operation, which is not deemed to generate any competition concerns, according to the records of the body.

At the beginning of December, Santander agreed to buy the 19% stake that Bankia, the nationalised bank, holds in Metrovacesa for €100 million.

Thus, by virtue of the transaction, the bank chaired by Ana Patricia Botín takes control of the real estate company and Bankia fulfils a new milestone in its plan to divest its industrial holdings, and also records a profit of €13 million as a result.

After Santander, the other shareholders in Metrovacesa are BBVA, with an 18.3% stake, Banco Sabadell (13%) and Banco Popular (12.6%).

The Sanahuja family

The company has been controlled by the aforementioned financial institutions since February 2009, when they foreclosed the debt held by the Sanahuja family, the then controlling shareholder of the company.

For Metrovacesa, which was delisted from the stock exchange in May 2013, the takeover by Santander represents a new phase in its share ownership.

The real estate company, which was once controlled by BBVA, was acquired from that entity in 2004 through a takeover bid (oferta pública de adquisición or OPA) by Bami, the company owned by Joaquín Rivero. Subsequently, the company was the subject of a ‘takeover war’ between the businessman and the Sanahuja family, but eventually the banks took control.

Metrovacesa is dedicated to the rental of real estate assets. Its portfolio includes buildings covering more than 1.1 million square metres, comprising offices, shopping centres and hotels, which are mainly located in Madrid and Barcelona. Amongst others, it is the owner of the iconic Torre Madrid in Plaza de España in Madrid, which will soon house a hotel to be operated by the Barceló chain.

Original story: Expansión

Translation: Carmel Drake