Proinsa: The Final Piece of Reyal Urbis’ Empire Files for Bankruptcy

12 February 2018 – El Confidencial

Proinsa, Promotora Inmobiliaria del Este, has filed for creditor bankruptcy. The company is chaired by Rafael Santamaria, who, together with Joaquín Rivero, Enrique Bañuelos, Luis Portillo and Manuel Jove, were the property “lords” of the last real estate boom. Santamaría was also the President of Reyal Urbis, which starred in the second-largest dissolution ever of a real estate company in 2016, after that of Martinsa Fadesa.

Specifically, Reyal Urbis, which filed for its own creditor bankruptcy last summer, controls 70% of the company Proinsa, which is also dedicated to real estate development. Moreover, the two firms share a registered address on the Madrilenian street of Calle Ayala, just 50m from Paseo de la Castellana, where Rafael Santamaría Trigo, who also used to serve as the President of the Property Developers of Madrid (Asprima), used to have his office.

Last week, Mercantile Court number 1 of Madrid declared that Proinsa had filed for bankruptcy with a debt of almost €62 million and assets worth around €57 million, after it had withdrawn from a refinancing agreement in the middle of December 2016. In fact, that company’s short-term debt amounts to €34 million, of which €10 million corresponds to debt with various financial institutions and €21.5 million to Sareb. On the other hand, it has short-term debt amounting to €21.6 million with group companies. Moreover, at the end of 2016, the firm’s losses amounted to €1.1 million, and it held negative equity of almost €5 million.

In addition to Reyal Urbis, the firm’s minority shareholders include several companies from Burgos that form part of the same group: Inmobiliaria Espolón, Promotora Fuente Redonda, Grupo Río Vena Gestión de Obras and Alqlunia 2.

Proinsa held onto just one asset: a plot of land under development in Los Berrocales, one of the developments in the southeast of Madrid that was blocked by the Town Hall of Madrid fifteen days ago. Specifically, it owned 75% of an estate (La Fortuna) with a fair value of €57.1 million at the end of 2016, according to a valuation performed by Knight Frank. A single syndicated mortgage loan was secured over that estate from Sareb, Banco CEISS, Banco Mare Nostrum, Ibercaja and Unicaja, and with EBN Banco de Negocios acting as the agent bank. That loan was constituted in December 2006 and was subsequently novated on three occasions until the end of 2014. Moreover, in terms of unforeseen costs, Proinsa owed €6.5 million to the Compensation Board of Los Berrocales.

Almost half a century dedicated to real estate

The real estate businesses of the Santamaría family date back to 1970. As Nacho Cardero recounts in his novel “The Property Lords”, Reyal Urbis was constituted in March of that year by the current Chairman’s father, Rafael Santamaría Moreno, owner of the Layer Farm in Pinto, dedicated to the wholesale of eggs. “The laying hens were exchanged for cranes and the company turned the company on its head, changing its name to Reyal, which is Layer written backwards”.

The small construction firm would become one of the largest property developers in the country, after it purchased Urbis from Banesto in July 2006 for €3.3 billion, at the height of the real estate boom (…).

Until last week, Proinsa was the final piece at the base of that real estate emporium. And that final piece in the house of cards left many cards along the way, such as the ghost city of Valdeluz, just 67km from Puerta del Sol, in the province of Guadalajara and another symbol, alongside Seseña (Toledo) (…) of the excesses of the real estate party (…).

Original story: El Confidencial (by Elena Sanz)

Translation: Carmel Drake

Reyal Urbis Files For Spain’s Second Largest Bankruptcy

21 June 2017 – Cinco Días

The long-awaited death of Reyal Urbis is approaching. The real estate company has failed to convince a majority of its creditors to accept the proposed agreement presented by the entity chaired by Rafael Santamaría, which included significant discounts of between 80% and 90% of a total debt balance amounting to €4,600 million. It is the second largest liquidation ever in history, following that of the property developer Martinsa-Fadesa, which folded with a debt of around €7,000 million.

The proposed agreement presented by the company has not received sufficient backing given that in the case of the ordinary debt, it only obtained favourable votes from 32.7% of the creditors; another 37.79% voted against the proposal and the remaining 29% abstained, according to legal sources. In the case of the syndicated loan, the votes did not reach the 75% threshold either.

The bankruptcy administrator, namely, the audit firm BDO, is obliged to communicate the result of the vote that takes place in Commercial Court number 6 in Madrid, where the judge will issue the proposed liquidation ruling, with an equity black hole of €3,436 million.

The liquidation of Reyal Urbis was finalised after its major creditors, including Sareb and the opportunistic funds that had acquired some of the liabilities in recent weeks, rejected the proposed agreement, as disclosed by Cinco Días at the end of May.

The company has liabilities worth more than €3,200 million corresponding to a syndicated loan, in which Sareb holds a crucial stake, with more than €1,000 million proceeding from loans from the former savings banks. In addition, Reyal Urbis owed almost €900 million in ordinary debt and more than €400 million to the Tax Authorities. In fact, the real estate company is the largest debtor on the list of overdue debtors published by the Tax Authorities.

The property developer is dying just a decade after its merger which saw it become one of the large real estate companies in the country, together with Martinsa-Fadesa, Colonial and Astroc. Its President, Rafael Santamaría, a technical architect by training, has spent his whole life working for the family business. He was appointed CEO in 1985 and took over from his father as President in 1997. In 2006, he starred in one of the largest deals in the sector, after acquiring Urbis from Banesto for €3,300 million.

But that joy was short-lived. The burst of the real estate bubble dragged him down, just like it did Martinsa, Habitat and Nozar. The company filed for voluntary creditors’ bankruptcy in February 2013 after Sareb, BBVA and Santander refused to refinance its debt.

Santamaría’s last ditch attempt to save the company came with an aggressive liquidation proposal. That plan included discounts of 90% on the ordinary loans. In the case of the syndicated loan, the offer included the “dación en pago” of assets, which would have meant accepting discounts of around 80%. In turn, the Tax Authorities negotiated a unilateral payment plan for the €400 million owed.

That aggressive plan did not seduce the creditors, who have seen the possibility of recovering their capital go up in smoke, choosing instead the option of liquidating the company’s remaining assets, which are currently worth almost €1,200 million.

Original story: Cinco Días (by Alfonso Simón Ruiz)

Translation: Carmel Drake

Sareb Rejects Reyal’s Proposed Payment Plan

1 June 2017 – Expansión

Reyal Urbis has taken another step closer to the precipice. Sareb, its main creditor, has voted against the agreement presented by the property developer to circumvent its liquidation. Yesterday, the deadline set by the judge for Reyal’s creditors to sign up to the proposed agreement came to an end and, according to market sources, the public company has rejected the plan submitted by Reyal Urbis, which filed for bankruptcy four years ago.

Sareb, the real estate company’s main creditor, with debt amounting to €1,000 million, had already expressed its doubts regarding Reyal’s payment plan. In the end, it has opposed the plan because it considers that the proposed discounts (on the debt), of between 88% and 93%, are too high and that the proposal to free up assets that are securing certain loans only serve to benefit Rafael Santamaría, the company’s President and majority shareholder.

Reyal’s other major creditors include Santander and funds such as Värde Partners, which are now working to find out the current value of the company’s assets, with a view to its possible liquidation. The US fund has been acquiring some of Reyal’s debt from overseas entities over the last few months and is now negotiating the purchase of more land, as Expansión revealed on 22 May. Värde’s aim is to take ownership of some of the real estate company’s plots of land and whereby strengthen its commitment to Spanish property, which has led it to buy Vía Célere and Aelca in recent times.

Another key player in the creditor pool is the Tax Authority, to which Reyal Urbis owes more than €400 million. The real estate company has offered to pay this debt using the funds it obtains from the sale of its assets, but it is proposing a very long term horizon.

At the end of 2016, Reyal Urbis’ liabilities amounted to €4,660 million and the group had negative own funds of €3,449 million. The assets, most of which are plots of land to be developed, were worth €1,170 million and its annual revenues amounted to less than €9 million. Reyal Urbis was created in 2007 following the merger of Reyal, led by Santamaría, and Urbis, the real estate arm of Banesto.

Original story: Expansión (by Rocío Ruiz)

Translation: Carmel Drake

Reyal Urbis Faces Key Week In Its Effort To Avoid Liquidation

29 May 2017 – Expansión

Reyal Urbis is facing a key week for determining whether or not it will receive sufficient backing from its banks and creditors to allow it to emerge from the bankruptcy in which the real estate company has been immersed since 2013 and whereby avoid liquidation.

The deadline for the creditors of the company, which is controlled and chaired by Rafael Santamaría, to communicate whether or not they accept the debt payment plan proposed by the firm, is this Wednesday 31 May.

The Tax Authority is one of Reyal Urbis’ largest creditors, given that the company owes around €400 million to the public purse, as well as to Sareb and the main financial institutions.

In the event that the real estate company does not obtain sufficient backing from its creditors, it would be forced to file for liquidation. That would constitute the second disappearance of a large real estate company after Martinsa Fadesa’s demise.

Reyal Urbis owes debt amounting to €3,572 million to the banks alone, and at the end of the first quarter of this year, it reported negative equity of €3,436 million.

The plan through which the company hopes to ensure its viability involves agreeing a unilateral payment plan with the Tax Authorities, different from the one offered to the other creditors.

The real estate company is proposing paying off the debt it owes to the financial institutions using real estate assets, an offer that, given the depreciations in values, would represent a discount (on the debt).

Overcoming paralysis

By emerging from bankruptcy, Reyal is also looking to overcome the paralysation that it has been immersed in for the last four years, during which time it has not constructed a single home and has barely managed to sell any assets or manage the hotels for rent in its real estate portfolio, covering 123,000 m2.

In this way, at the end of 2016, the company reported losses of €155 million, similar to the previous year.

In addition, Reyal Urbis’ bankruptcy procedure has been delayed, given that, at the end of 2015, Commercial Court number 6 in Madrid rejected the proposed agreement that had been presented by the company at the beginning of that year. After appealing to the Provincial Court, the real estate company managed to get the proposal agreed and processed more than a year later, at the beginning of 2017.

Original story: Expansión

Translation: Carmel Drake

Reyal Urbis Records Losses Of €34M In Q1 2017

4 May 2017 – Expansión

The property developer Reyal Urbis has presented its results for the first quarter of 2017. During that period, the company, which is chaired by its largest shareholder, Rafael Santamaría (pictured above), generated revenues of €8.9 million, up by 2% compared to the same quarter in 2016. Nevertheless, it recorded losses of €34.35 million during the same period, down by 15%.

The results for the first quarter are the first set that the company has presented after it obtained approval, on 30 March, and following an appeal, for its proposed arrangement, through which it hopes to emerge from the creditors’ bankruptcy in which it has been immersed since February 2013. Four years ago, the property developer was involved in the second largest bankruptcy ever registered in Spain (the first largest was recorded by its competitor Martinsa Fadesa) with debt of around €4,000 million.

The proposal to emerge from bankruptcy, which was first presented in 2015 and then modified by legal requirements, includes the payment of the debt to its banking creditors using assets, to which a discount of more than 80% would be applied. Following the exchange, the property developer would reserve a portfolio of its best assets, including one shopping centre and several hotel establishments, which it would continue to operate if it were to overcome the bankruptcy.

In the case of the Tax Authorities, to which Reyal Urbis owes more than €400 million, the real estate company proposes the complete payment of the liability over the long-term. The creditors have until 30 May, the final deadline, to sign up to this agreement. The bankruptcy administration of the real estate company is being managed by BDO.

Reyal Urbis’ large creditors include Santander and Sareb. In the case of the public entity, an official decision has not been taken yet and the proposal is currently being evaluated. According to Reyal Urbis’ own records, the debt with Sareb amounts to €1,099 million. (…).

The agreement proposal requires approval by 75% of the syndicated lenders and 50% of the ordinary lenders, according to the bankruptcy law in force. (…).

As at 31 March 2017, the group’s liabilities amounted to more than €4,660 million, of which €3,900 million corresponded to debt with financial institutions (including Sareb), more than €122 million represented payments due to suppliers and another €480 million was owed to non-trade creditors.

According to Knight Frank, the group’s real estate assets are worth €1,170 million, of which €191 million correspond to rental assets. Ten years ago, Rafael Santamaría’s real estate company valued the entity’s portfolio at €10,500 million. (…).

Original story: Expansión (by Rocío Ruiz)

Translation: Carmel Drake

What Has Become Of The Property Kings?

23 April 2015 – Expansión

The individuals that owned the large real estate companies during the boom years have suffered from sharp drops in sales and in the value of their assets. The largest has filed for bankruptcy and is now at the mercy of its creditors.

The largest land owner in Spain. The largest real estate company in Europe. Those are some of the descriptions that were used to refer to the large Spanish real estate companies almost a decade ago. At their respective helms were businessmen such as Luis Portillo, Rafael Santamaría and Joaquín Rivero (pictured above, left). As such, they were some of the hardest hit by the burst of the real estate bubble in 2007. After generating revenues of hundreds of millions of euros from the sale of homes, these companies and their managers were unable to cope with the high levels of indebtedness that they had accumulated during the boom years, and so found themselves in precarious situations.

But they are not the only ones who suffered from the effects of the sudden change in the sector. Rivero, a businessman from Jerez, is still dealing with the consequences of his stint at Metrovacesa, fighting a hard battle in the courts against his former partner, Román Sanahuja (pictured above, right), regarding the separation process that resulted in Rivero ending up with Gecina and his former partner with Metrovacesa. Sanahuja’s inability to pay the debts of his family business, Sacresa, meant that he lost control of Metrovacesa to the banks in 2010.

Another company that grew from strength to strength during the boom was Afirma (now Quabit). The company was created from the merger of the former entity Astroc, controlled by Enrique Bañeulos, Landscape and Rayet, a company led by Félix Abánades. After various refinancing processes, the businessman from La Alcarria managed to move forward with the listed real estate company Quabit. However, the same thing did not happen with its parent company, the construction group Rayet, which is now trying to exit from its bankruptcy process.

Francisco Hernando, known as El Pocero, was another one of the most well-known developers. Hernando developed a residential estate in the town of Seseña (Toledo), where he was planning to construct more than 15,000 homes. In the end, just under 5,000 homes were built; 3,000 of those ended up in the hands of the creditor bank as Hernando was unable to pay his debts.

Original story: Expansión (by R. Ruiz)

Translation: Carmel Drake

Spain’s New ‘Property Kings’

2 March 2015 – El Mundo

2006 was a key year for Fernando Martín. Not only did the Chairman of Martinsa hold the presidency of Real Madrid for a short time, he also acquired the real estate company Fadesa for €4,000 million. Two years later, the burst of the (real estate) bubble put an end to his reign. Since then, the businessman has tried to resist (his downfall) until this week, when the banks and Sareb put an end to his adventures, by plunging Martinsa into bankruptcy. His creditors say that throughout the bankruptcy negotiations, Martín has demanded that he continue in his role as Chairman of the company and also retain his company car, his secretary and his salary of around €1.5 million, even though the company’s activity has been minimal.

With this defeat falls the last of the property lords who led the Spanish economy’s most important sector during the boom years, with negotiation tactics that many associate with lobster lunches and (VIP) boxes at football matches.

However, Martín’s fall coincides with the rebirth of the empire. Last year, institutional investors closed transactions amounting to €14,000 million in Spain (a volume of activity that was only exceeded in 2006 and 2007) and data from the housing market also shows that the property sector has turned the corner towards recovery. In fact, in 2014, the number of new mortgages taken out increased for the first time, after six years in decline.

This rebirth is accompanied by new businessmen with profiles more akin to those of bankers than (property) developers. The property kings’ successors are more used to having canopes for lunch, in true British style, and many of the important decisions about the future developments that will see the return of cranes to Spain’s landscape, are no longer being made in (VIP) boxes at the Bernabéu, but instead in offices in Madrid, the City of London, Dallas, New York and Beijing.

Former developers, such as Fernando Martín, Enrique Bañuelos (Astroc) and Rafael Santamaría (Reyal Urbis) have now made way for Wang Jianlin (Wanda), Ismael Clemente (Merlin Properties), Juan Pepa (Lone Star) and Concha Osácar (Azora).

These are executives who no longer depend on the banks to finance their projects; instead they are backed by large insurance companies, sovereign funds and even highly qualified investors, such as George Soros and Carlos Slim.

“We are facing a paradigm shift. During the boom (years), developers wanted to make more than they were able to and they focused on stocking up on land, due to the peculiarities of that raw material. However, (property) development is like manufacturing and no manufacturer purchases (his) raw materials 10 years in advance. When we hit economic difficulties, that model collapsed. Now, we are seeing different management and development models exist side by side. We are moving towards a more professional model, in which fewer developers compete, with stronger brands”, explains Luis Ruiz Bartolomé, co-author of the book ‘Return, property, return’ (‘Vuelve, ladrillo, vuelve’).

Under this model, the large investors, cooperatives and local developers that have managed to survive the difficult years, are going to co-exist. All of them will compete with a different mentality and with new ways of managing assets.

“The new players in the real estate sector will have to analyse the current key factors (effectively) to enable them to have a more global profile through increased specialisation and professionalization”, says the partner responsible for Real Estate at KPMG, Javier López Torres.

Wang Jianlin (pictured above)

On his trips to Spain, the Chinese tycoon has enjoyed evenings at the Teatro Real, but he also likes football. In fact, his first investments in this country were in the Torre España – a building he bought from Santander – and a stake in Atletico de Madrid. Now, the owner of the Wanda Group wants to launch the development of the so-called Wang mega-complex, a residential and leisure park that may be constructed on land that used to house former barracks in Madrid. Nevertheless, to date, the Asian millionaire’s investments in Spain have merely represented a token gesture, in the context of the global figures for his real estate business. The Wanda Group is the largest land-owner in China and it is constructing the largest residential skyscraper in London, next to the Thames. According to the Chinese press, Jianlin is also considering the purchase of the AC Milan football team.

Jaime Echegoyen

It is likely that when the Chairman of Sareb was CEO at Bankinter and Head of Barclays in Spain, he never imagined that it would end up holding the reins of the bad bank. This banker, who always works with office door open, is responsible for managing the real estate giant that was created in 2012 with 200,000 assets (80% financial and 20% property) amounting to €50,781 million. Echegoyen’s team is working on the completion of 1,000 homes (which it received ‘unfinished’ from the banks) across 52 sites. In addition, it is studying the development of some of the 5,000 plots of land that it received as inheritance, to be able to better market them before 2027, when the semi-public company will have to be dissolved.

Juan Pepa

This Argentine, who lives in London, is the Managing Director of the North American fund Lone Star and in 2013, he managed to convince US investors to back Spanish property. When Pepa comes to Spain and announces that his is going to launch the largest developer in the country this Spring, he does so with a level of enthusiasm that may surprise (people) after the hard times experienced in recent years. “We are going to fill the country with cranes”, he likes to declare. In recent years, Lone Star has purchased the real estate company Neinor from Kutxabank and Eurohypo’s loan business (together with JP Morgan) to launch this project. With a financial background and an MBA, Pepa plays polo and is the patron of the Pro Alvear Foundation, which works to promote education and technology in the La Pampa province of Argentina. This executive, who is less than 40 years-old, does not like the press referring to his fund as a vulture; he assures them that he has not come to Spain with a short-term view and although, he does not provide any details about his project, he says that the proof will be in the fact that it will generate value for the Spanish economy.

Ismael Clemente

Also a banker by trade – he used to work at Deustche Bank for example – but more closely related to property than Echegoyen and Pepa, Clemente founded Magic Real Estate during the worst year of the crisis (2012) and now is the head of Merlin Properties, the Socimi that debuted on the stock exchange in an IPO that raised €1,250 million.

George Soros and Carlos Slim

The tycoon who devalued the pound in 1992 and the Mexican multi-millionaire represent the many international investors who want to get involved in the recovery of the (real estate) sector through their financial investments. Soros is one of Hispania’s shareholders, whilst Slim has taken a stake in FCC. From there, he wants to acquire Realia to complete his business empire, which includes valuable assets from around the world, in many different sectors; América Móvil is one of the jewels in his crown.

Leopoldo Moreno

In addition to the businesses of large investors, cooperatives are also proving themselves to be a successful formula for development, as banks have closed the (financing) taps. The CEO of Ibosa has known how to take advantage of this model with numerous developments in the Community of Madrid.

Santos Montoro

This businessman from Murcia is a good example of how a family developer can compete in the (new) real estate model that has been imposed by the investment funds. In fact, his company, Monthisa (which was created in 1968) has managed to reinvent itself during this crisis to form a partnership with the fund H.I.G. to manage the Bull portfolio, a batch of apartments and garages that the US vehicle purchased from Sareb.

Enrique Bañuelos

After the fiasco involving Astroc, this deposed king has resumed his activity in London. From the City he wants to develop (property) in Spain through his new company called Veremonte and participate in BCNWorld, the tourism and leisure macro project that the Catalan authorities are looking to build

Original story: El Mundo (by María Vega)

Translation: Carmel Drake