Merlin Issues Debt Amounting To €600M, Redeemable In 2025

18 May 2017 – Expansión

Debt issues in Spain, which have been the focus of the financial sector in recent times, have now reached Merlin Properties. The Socimi has placed debt amounting to €600 million, with a term of eight years (maturing in May 2025) at a price of 99.417% of the nominal value and with an annual coupon of 1.75% (125 basis points above midswap). The subscription and disbursement of the issue will take place on 26 May 2017.

Merlin has received requests amounting to €1,200 million for the issue, i.e. double the amount that will be awarded. This level of demand has allowed it to lower the cost of the operation.

Initially, the Socimi proposed a price of 135 basis points above the reference index for fixed income or midswap issues. But, the strength of demand reduced that premium to 125 points.

To carry out the operation, Merlin has engaged the services of Crédit Agricole, Nabca IMI, Goldman Sachs, ING and JPMorgan.

At the Socimi’s General Shareholders’ Meeting three weeks ago, the CEO, Ismael Clemente (pictured above), confirmed plans to resort to the debt markets, although at the time he was unsure as to whether it would do so through convertible debt or senior debt issues, or by refinancing the bank debt.

The last few weeks have reinforced the truce in the debt market in Europe, after Emmanuel Macron secured victory over Marine Le Pen in the French elections.

Original story: Expansión

Translation: Carmel Drake

Deutsche Will Partially Finance Popular’s New RE Firm

21 November 2016 – Expansión

Popular has taken a new step in the constitution of its real estate company, a key project in its attempt to try to recover investors’ lost confidence, which it hopes to have ready by the first quarter of next year. According to financial sources, Deutsche Bank has reached a preliminary agreement to finance this company.

In total, up to six banks and funds have expressed interest, which does not mean that they will all end up participating. However, according to sources close to the process, “these players are being offered provisional agreements to invest between €200 million and €500 million”. The same sources state that they have also held talks with the giants Apollo and Cerberus, who declined to comment about the process.

Popular wants to transfer assets with a gross value of €6,000 million, primarily finished homes, to the new entity. Specifically, for this reason, executives at the entity feel uncomfortable that the project is being referred to as the bad bank in financial circles because it will also incorporate high quality assets.

On the liability side, the company will initially have share capital contributed by the bank, which will then be distributed amongst all of its shareholders in the same proportion as their existing shareholdings. In addition, the company will issue subordinated debt, which Popular will subscribe to, as well as senior debt.

It is expected that the banks and funds that want to participate in the financing will do so through this latter (senior debt) tranche.

According to a report from Bank of America Merrill Lynch last Thursday, in which the firm reduced the target price from €1.30 to €0.75, the company’s liabilities will be constituted as follows: the share capital will amount to €975 million, whilst the senior debt will amount to €2,200 million and the subordinated debt will amount to €1,400 million. The US bank’s analysts predict that the players who finance the senior debt tranche will request an IRR of 10%.

Deutsche Bank, which together with EY, is acting as financial adviser to the project, as well as Apollo and Cerberus, have been active in the Spanish real estate market in recent years. The former acquired two portfolios from Bankia, between the end of 2015 and this summer, comprising loans, both real estate and property developer related, worth almost €1,000 million. Meanwhile, Apollo has acquired several portfolios (it recently bought a hotel portfolio from CaixaBank) and controls the former platform (servicer) of Santander, Altamira. And Cerberus, which hired the former CEO of BBVA, Manuel González Cid in 2014, owns the real estate arm of Bankia, now Haya Real Estate, and the Cajamar platform.

Assets on the balance sheet

Popular has damaged assets on its balance worth €33,000 million before provisions, which amount to another €15,000 million. According to Bank of America, this high volume (of assets and provisions) eliminates many potential interested parties from a merger. Besides constituting this company, Popular also wants to accelerate the sale of these assets through both its wholesale and retail channels.

The bank earned €94.3 million during the first nine months of 2016, 66.1% less than during the same period in 2015. Nevertheless, its banking activity (when separated out from its real estate business) generated profits of €817 million.

Original story: Expansión (by D. Badía)

Translation: Carmel Drake

Popular Places €1,500M 6-Year Mortgage Bond Issue

26 February 2016 – Cinco Días

Banco Popular has issued €1,500 million in mortgage bonds with a six year term and a price of 88 points above the mid-swap rate. Demand for the bonds has exceeded €2,800 million, according to market sources.

This is the first debt issue that the entity led by Ángel Ron has completed in 2016. Last year, the bank issued debt amounting to €5,050 million in total.

Popular’s most important debt issuances in 2015 included: the issue of senior debt amounting to €500 million, of which 74% was acquired by international investors; €3,000 million in bonds with interest rates that were “historically low” for the entity; and €750 million in Additional Tier 1, which was placed entirely with qualifying international investors within just a few hours.

Original story: Cinco Días

Translation: Carmel Drake

Disagreement Between Tax Authorities And 4 Top Banks Over Nozar’s Future

10 March 2015 – Expansión

Two camps have been established in the lengthy bankruptcy process involving the real estate company Nozar. The company, which operates food and hotel companies, in addition to its real estate business, is awaiting the court’s decision as to whether to accept or reject the proposed agreement presented at the end of last year.

This proposal has the support of 30 creditors, which together hold 73.73% of the senior loans and almost 70% of the ordinary loans. The creditors include entities such as Bankia, Banco Sabadell and Hypothekenbank, as well as companies such as Colonial and the Tax Authorities.

Nevertheless, another four financial creditors (BBVA, Popular, CaixaBank and Santander), together with Nozar’s bankruptcy administrators, have expressed their opposition to the proposal. Barclays has decided to abstain.

The confrontation between Nozar and the two bankruptcy administrators has led the company to file a criminal complaint against them. In turn, the administrators, together with the four Spanish banks, are calling for the liquidation (of the company).

The origin of this confrontation stems from a series of agreements that Nozar reached with its creditor banks before it filed for bankruptcy and which caused it to reduce its debt from €3,500 million to around €1,500 million. The bankruptcy administrators estimate that these financial creditors should return around €110 million to Nozar through rescissory actions. Nevertheless, the administrators abandoned the recovery of around €62 million.

Instead, Nozar understands that this figure is much higher and that BBVA, Popular, CaixaBank and Santander should repay €500 million that was (previously) distributed to the creditors. Therefore, the bankruptcy administrator of Dimora Gestión, the company created by Nozar, which is in turn a creditor, has claimed €479.4 million from these entities.

The Tax Authorities, which are owed €200 million, claim the payment of VAT on these rescissory actions; a payment that has been postponed by many real estate companies during the crisis. The creditors that have signed up to the bankruptcy agreement support the formula that once the €500 million from the rescissory actions has been repaid, then €50 million should be paid to the Tax Authorities and the asset shall be distributed based on the debt held by each one.

Original story: Expansión (by R. Ruiz)

Translation: Carmel Drake

Vulture Funds Bid For Martinsa’s Debt

4 March 2015 – Expansión

Some new players may be joining Martinsa Fadesa’s liquidation process. The decision taken by the real estate company’s Board of Directors on Monday to approve the liquidation plan has attracted investment funds in to the fold, interested in buying up some of its debt.

“The liquidation process appeals to investors that want to buy cheap and are willing to wait a long time (to recover their investments) and obtain a significant profit in return”, explains Mercadeuda, a company that specialises in connecting holders of debt with potential buyers.

However, the offers that Martinsa’s creditors will receive will be very aggressive. “I do not think they will offer to pay more than 10% of the nominal (value of the debt). In fact, the most reasonable offers will likely range be between 3% and 5%”, says Rubén Barriocanal, Investment Manager at Mercadeuda.

Martinsa Fadesa has assets worth €2,392 million and debt of almost €7,000 million, according to information filed with the CNMV. Of that liability, around €712 million is senior debt, according to the most recently presented bankruptcy report. More than €3,600 million comprises ordinary loans and around €1,750 million are equity loans.

The company’s principal creditors include Sareb, CaixaBank, Popular and Abanca. “The banks hold senior debt, and therefore they would not be particularly interested in selling. Instead, the offers from these investors, with high-risk profiles, are targeted at the holders of ordinary loans, such as suppliers.

For now, the movements between debt holders seem to be limited. “The only funds that are exchanging debt on the secondary market are minority and the amounts involved are modest. Some of them are the same players who bought stakes of less than €10 million three and a half years ago”, explain the financial sources.

The main brokers in this transactions include Bank of America and Citi.

Original story: Expansión (by R. Ruiz and D. Badía)

Translation: Carmel Drake