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

Investors Increase their Commitment to Rental Housing

3 May 2018 – Expansión

The boom in the residential market, the changing habits in society, the difficulties involved in accessing housing and the increase in mobility have all led to a rebound in the residential rental market in Spain. According to the latest data from Eurostat, more than 22% of Spanish households live in rented properties, although that figure is still well behind the average for the European Union (34%).

In addition, the State Housing Plan, which seeks to encourage rental amongst the younger generation, and the greater professionalisation of the sector, is going to serve to further boost the rental market in Spain.

The change in trend, as well as the increase in residential rental yields, has compelled investors to analyse this business as an alternative to other real estate assets such as offices, shopping centres and hotels.

To lead this market, certain players have redoubled their commitment to rental housing, such as the case of Testa Residencial – the Socimi in which Santander, BBVA, Acciona and Merlin hold stakes – which owns almost 9,300 residential rental properties, with a gross value of €2.275 billion and annual rental income of €72.2 million.

Stock market debuts

That Socimi is preparing its leap onto the market, which will be carried out through an offer of its existing shares (OPV) and an issue of new shares (OPS) aimed exclusively at qualified investors.

One of the first players to back this business was Blackstone, which purchased 18 residential developments, containing 1,860 homes in total, in the Madrilenian neighbourhoods of Carabanchel, Centro, Villa de Vallecas and Villaverde from the Municipal Housing and Land Company of Madrid (EMVS) in July 2013. In 2015, the fund debuted its Socimi Fidere on the MAB (Alternative Investment Market) with 2,688 social housing properties, including those acquired from the EMVS two years earlier. Currently, Fidere owns around 6,400 homes for rent.

The fund also debuted Albirana on the MAB in March 2017 with a portfolio of 5,000 rental homes proceeding from Catalunya Banc loans. Another star of the real estate sector that has detected an opportunity in the rental sector to offload its assets is the Company for the Management of Assets proceeding from the Restructuring of the Banking System (Sareb) with Témpore Properties. That Socimi debuted on the MAB in April with a portfolio of 1,553 residential units, which have a gross value of €175 million.

Another player is Vivenio Residencial, the investment vehicle created by the Dutch pension fund APG together with Renta Corporación. Vivenio has invested around €200 million in the purchase of properties and now owns more than 1,000 rental homes. The Socimi plans to debut on the stock market in 2019.

According to data from Armabex, in 2017, five new Socimis debuted on the stock market with residential assets in their portfolio. In total, at the end of last year, 16 Socimis held rental homes in their portfolios, including, in addition to Fidere and Albirana, Vitruvio, VBare, Colón Vivienda and Domo.

In addition to the listed Socimis, other players in the sector include the real estate managers. One of the largest by volume of assets under management is Anticipa Real Estate, owned by Blackstone. Anticipa currently manages 12,000 homes proceeding from banks acquired by the fund during the crisis. Anticipa manages Albirana’s homes, amongst others.

Another star in the rental home manager sector in Spain is Azzam Vivienda – a subsidiary of Azora – which has more than 11,000 homes under management distributed across 140 buildings.

Azora, which will make its debut on the Madrid stock market on 11 May, plans to raise up to €500 million from its stock market debut to co-invest with its partners in various assets, including in the residential sector.

New players

The company founded by Concha Osácar and Fernando Gumuzio in 2003, was managing €1.5 billion in residential assets at the end of last year, which represented 33.4% of its total portfolio. It plans to increase its footprint in the sector to have between €1.3 billion and €1.6 billion under management by 2022 in homes, accommodation for the elderly and assets relating to healthcare.

Despite the increasing prominence of the rental sector, the business is still very fragmented and one of the challenges for the sector is to gain scale in order to compete. Juan Manuel Acosta, CEO of Greystar in Spain, said in an interview with Expansión in February that the US real estate investment firm is looking for opportunities to become one of the largest operators in the residential rental market in Spain.

Original story: Expansión (by Rebeca Arroyo)

Translation: Carmel Drake

Experts Rule Out Risk Of RE Bubble In The Short Term

10 May 2017 – El Confidencial

The fact that the Spanish real estate market is enjoying happier times is more than clear. And all of the players in the sector are aware of the fact: property developers, consultants, construction companies…Nevertheless, the “overheating” that some say is threatening certain segments of the market, is falling well short of a full-blown real estate bubble, for the time being at least. At least that is according to the speakers who participated in the “Real Estate Investment Opportunities” day organised by El Confidencial and Colonial.

Real Estate Market Forum

Indeed, Juan José Brugera, President of Colonial – which is currently evaluating its transformation into a Socimi – stated that the market is “a long way from a bubble. What we are seeing is the launch of projects”. In this sense, he pointed to the German market by way of example. “It is very stable. (…) What you have to do is take a risk and invest. With this stability in terms of value, your investment will be rewarded”.

In his opinion, “a bubble is something else. It is an excessive value, but, one of the characteristics of the European property sector is that financing is very tight in terms of size and type. I don’t see a bubble, what I see is a more professional management of the assets, where the ability to generate value is what will determine prices, provided the markets are not affected by global circumstances”.

The CEO of the consultancy firm JLL in Spain, Enrique Losantos, also rules out the risk of a bubble. “Given current prices, you could be forgiven for thinking that the market is overheating, but the fact is, there is still a long way to go, especially for those investors who know how to extract value from the portfolios of assets that are coming onto the market and which should be invested in and managed to adapt them to the demands of the current market. These players will be able to obtain returns, even in the double digits (…)”.

Who will control the large rental stock?

Meanwhile, Ignacio de la Torre, Chief Economist at Arcano, said that “there is not a bubble at the moment, but if we continue at this rate, there will be one”, especially in the residential market. He highlighted the significant interest that certain assets have sparked in Spain, such as, for example, rental homes, especially amongst institutional investors. “When everything was clogged up, it seemed like Spain was going to go bankrupt, but then investors with large risk appetites entered the market to inject liquidity and the economy started to work again. Now, those hedge funds are starting to recycle the assets they bought and as the market for rental homes increases, so institutional investors are entering the segment, which is what is happening in other countries too. In the future, insurance companies and pension funds are expected to become the owners of the large stock of rental housing in Spain. (…).

Original story: El Confidencial (by E. Sanz)

Translation: Carmel Drake

Santander & BBVA Will Transfer c.7,500 Homes To Testa

28 June 2016 – El Confidencial

Spain’s largest landlord is called Testa Residencial. This is the company that has been chosen by Merlin and Metrovacesa to take over all of the homes that they have for rent – 4,700 properties in total – and to create a new jointly owned company in which the former will hold a 34% stake and the later, the remaining 66% stake.

But those numbers are just the first step of a calculated road map designed by the banks that own Metrovacesa – Santander, BBVA and Popular – which want to take advantage of this new arrangement to get rid of thousands of homes from their own balance sheets.

Although still in the analysis phase, according to sources in the know, the entity chaired by Ana Botín (pictured above) wants to transfer between 4,000 and 6,000 homes, whilst BBVA hopes to transfer around 2,500 of the homes that form part of its real estate portfolio, closed eight years ago.

During the harsh years of the real estate crisis, the two entities struggled to cope with this load, along with the rest of the sector, following the debacle that began back in 2007. But now, they have found a way of reducing the burden.

In fact, if the plans go ahead as expected and they receive all of the necessary blessings, the two entities may begin transferring assets this year, a move that would turn Testa Residencial into the largest rental home company in the country, ahead of Fidere, within a matter of months.

Depending on the final number of homes that end up being transferred to Merlin Properties’s subsidiary, the future Socimi will own between 11,000 and 13,000 homes for rent, which means that it will compete head to head with Azora, which owns 11,892 homes and far exceed the 6,000 homes owned by Fidere and the 775 held by Hispania, the Socimi managed by Azora, which has already announced its decision to put the brakes on its residential business.

Five years to debut on the stock market

Now that this giant has been created, the real challenge for all of its shareholders will be its debut on the stock market, the natural destination and reason why they have created this joint Socimi, which has been given a maximum period of five years to complete its IPO.

First, they must define the definitive portfolio of homes, value them, get rid of those assets that do not fit within the plans of the new Socimi through small operations, and above all, find the ideal window of opportunity on the market for the debut.

The key to the success or failure of this business will depend on the price at which Merlin and the banks manage to sell their shares when the time comes to list the subsidiary on the stock market. (…).

The new Testa Residencial that will emerge from this agreement has been given a period of two years to become a Socimi. Its shares are held by Merlin (34.24%) and the banks (65.76%), as follows: Santander 21.95%; BBVA 6.41% and Popular 2.86%.

Original story: El Confidencial (by Ruth Ugalde)

Translation: Carmel Drake