Domo Activos Approves a Capital Increase of €20M

18 March 2019 – Idealista

Domo Activos has approved a capital increase amounting to €20 million, according to a statement issued by the company in the Official Gazette of the Mercantile Registry (BORME).

The company will undertake the increase, which must be executed within a maximum period of one year, through the issue of up to 10 million shares at a price of €2.10.

The capital increase follows another approved by the company in September 2018 amounting to €5 million for the purchase of new land. The company owns buildable land in Madrid, Málaga, Sevilla, Valencia, Córdoba and Zaragoza.

The business model of Domo Activos involves the acquisition of land for the development of rental properties. After three years, those properties are then sold.

Original story: Idealista 

Translation/Summary: Carmel Drake

Héctor Colonques Acquires 4.9% of Árima for €5M

29 October 2018 – Europa Press

Héctor Colonques Moreno (pictured below, centre), the controlling shareholder of Porcelanosa, has acquired a 4.99% stake in Árima, the company constituted by the former CEO of Axiare, José Luis López de Herrera-Oria, which made its stock market debut last week with a public share offering (OPS).

Colonques has acquired half a million shares in the firm, a package worth €5 million based on the share price of €10 that was set for the IPO.

Nevertheless, that stake is currently worth €4.65 million, given that the firm’s shares are trading at around €9.30.

The investment by the co-owner of Porcelanosa follows others made by institutional investors, which are emerging in the days following the firm’s placement in the register of Spain’s National Securities and Exchange Commission (CNMV).

In this way, Bank of Montreal has acquired 9.79% of the share capital of the new Socimi, whilst Morgan Stanley has purchased 9.4% and the fund Pelham Capital another 9.9%.

Árima made its stock market debut last Tuesday, 23 October, after reducing its OPS by one third. It was set at €100 million in the end and its placement period was extended by several days (…).

Original story: Europa Press 

Translation: Carmel Drake

López de Herrera-Oria Forgets Axiare & Launches a Socimi to Invest €300M

5 October 2018 – Eje Prime

Following Colonial’s takeover of Axiare, Luis López de Herrera-Oria (pictured below) is reinventing himself with Arima. The former CEO of Axiare has constituted a new Socimi that plans to raise €300 million to invest in the real estate market.

The new company will centre its efforts on the office market in Madrid, the star segment for the now extinct Axiare, which will account for 80% of its investments. Barcelona and logistics assets will also be of interest to the Socimi.

The return of López de Herrera-Oria to the real estate sector, as revealed by Eje Prime in June, is expected imminently and his new vehicle is expected to debut on the main stock market without first starting out on the Alternative Investment Market (MAB). In fact, Arima’s stock market debut could even happen before the end of October, according to Expansión.

Alongside the executive, a serial entrepreneur in the real estate business, one of his right-hand men at Axiare, Chony Martín Vicente-Mazariegos, who used to be the Socimi’s Finance Director, will be immersed in the project. Similarly, some of López de Herrera-Oria’s other trusted directors will form part of Arima’s new project, including Guillermo Fernández-Cuesta, Fernando Arenas and Stuart McDonald. Arima means soul in Basque.

Since February, when Colonial completed its successful takeover of Axiare and merged the Socimi into its group,  López de Herrera-Oria has kept a low profile. The director pocketed €26.4 million from the sale of the package of shares that he owned in the manager.

Original story: Eje Prime

Translation: Carmel Drake

Blackstone Will Pay Merlin, Santander & BBVA €948M for 50.01% of Testa

18 September 2018 – Cinco Días

Another major movement in the real estate sector and with the same star as the buyer: the US giant Blackstone. After acquiring the Socimi Hispania, which specialises in hotels, the fund has now set its sights on Testa, the largest owner of rental housing in Spain.

Blackstone has already agreed to purchase 50.01% of the Socimi (…) from three of Testa’s largest shareholders (Merlin Properties, Santander and BBVA), according to a statement filed by the real estate company with the Alternative Investment Market (MAB) on Monday. Nevertheless, Acciona, the other major shareholder, has not sold its stake. The US fund manager is carrying out the operation through the company Tropic Real Estate Holding and is paying €948 million, whereby valuing Testa at €1.895 billion.

Blackstone is paying €14.327 per share. The company’s closing price at the end of trading on Friday was €14, representing a premium of just over 2%.

Blackstone is keeping the offer open for the other shareholders. In fact, the document sent to the exchange by Testa explains that the bidder “has committed to buying all of the remaining shares in the company” under the same conditions.

Testa’s shareholders regard this operation as an exit following their failure to launch a major IPO in June, when the political uncertainty, above all surrounding Italy, caused a surge in the markets. The intention of Merlin, Santander and BBVA (and to a lesser extent Acciona, which wanted to remain as an industrial partner) was to divest their stakes with that great stock market debut. Now they have found an escape route with Blackstone as the buyer.

Merlin also reported on Monday that with this operation, it will raise €321.2 million in exchange for its 16.95% stake in Testa. The funds obtained by Merlin will be used to reduce its debt in line with the objectives set out in the company’s business plan.

BBVA, which owned 25.24% of Testa has also sold all of its shares. Meanwhile, Santander sold just 7.82% of the 36.87% that it held in Testa, which made possible the operation that has given Blackstone control over the entity.

The new Testa Residencial is a listed real estate investment company promoted in 2016 by the banks and Merlin. The latter company had been left with homes following its purchase of the former Testa from Sacyr in 2015; meanwhile, Santander and BBVA contributed rental homes from the property developer Metrovacesa. Finally, last year, Acciona incorporated more than 1,000 homes, worth €340 million, to close the current alliance between the four shareholders.

Testa is currently the market leader in the residential rental sector in Spain. It has a portfolio of 10,615 units, worth €2.675 billion, mainly private housing, with annualised gross rental income of €85 million and an occupancy rate of 91.4%.

Original story: Cinco Días 

Translation: Carmel Drake

Blackstone Formalises Revised Takeover Bid for Hispania

27 June 2018 – Eje Prime

The deal involving Blackstone’s purchase of Hispania has entered the home stretch. This lunchtime, the US fund has asked Spain’s National Securities and Exchange Commission (CNMV) to authorise a modification to the offer presented in its takeover bid for the Socimi, to €18.25 per share, a figure that both parties agreed to last week, according to a statement issued by the stock market regulator in a relevant fact.

The increase in the bid by Blackstone came hand in hand with a commitment from Hispania to accept the new offer, which values the Socimi at more than €1.992 billion. In April, the fund made its first offer of €17.45 per share, following its purchase of 16.5% of the company.

The initial bid fell below the expectations of the real estate company, which specialises in the hotel sector, but it now recommends the acceptance of the operation’s new conditions, which it describes as “attractive”.

All of the directors of the Socimi have reached an agreement to accept this new offer for 100% of its shares, equivalent to 48,108 shares, which account for 0.044% of Hispania’s share capital.

Azora (with 1.1 million shares and 1.070% of the capital) has “irrevocably” committed to accepting the new offer from Blackstone, as has Canepa (as the management company of Row Fund, which controls Tarmelane) on behalf of Tarmelane.

Original story: Eje Prime

Translation: Carmel Drake

Hispania Will No Longer Be a Socimi & Blackstone Will Channel its Future Profits via the Cayman Islands

13 June 2018 – El Confidencial

Following the green light granted by the CNMV – Spain’s National Securities and Exchange Commission – for Blackstone’s takeover of Hispania, the countdown has begun for the US fund to take control of the company, a milestone that is dependent upon it obtaining 50% plus one share and which, if no rival offer prevents it, could start to take shape on 13 July, when the term for the acceptance of the offer comes to an end.

From that moment on, Blackstone plans to exclude the Socimi from the stock market, which means that it will lose the benefits of the special tax regime, whereby it has been exempt from paying corporation tax in exchange for distributing at least 80% of its profits in the form of dividends, which are taxed at between 19% and 23%.

Blackstone’s decision will, therefore, have a direct impact on the public coffers, given that the conversion of Hispania into a limited company (SA) means that it will now be taxed as a company. Nevertheless, as is typical amongst these large investment vehicles, the fund has created a company structure aimed at financially optimising its tax bill for the duration of the investment period.

According to confessions made by Blackstone itself to the CNMV, the offer is being made through the company Alzette Investment Sarl, which was constituted on 2 February in Luxembourg for the purposes of this operation. Its only shareholder is Alzette Holdco Sarl, also a Luxembourg-registered company and itself wholly owned by BRE/Europe 9NQ Sarl, which is in turn controlled by BREP Investment 9NQ LP, an exempted limited partnership registered in the Cayman Islands.

As such, the ultimate parent company operates under a tax haven that ensures that it will be free from paying taxes for 50 years (…). In fact, the shareholders of BREP Investment 9NQ LP are different offshore companies owned by Blackstone, which are also covered by the exempted limited partnership structure of the Cayman Islands, with the exception of two, which are headquartered in the US tax haven of Delaware, and which are the entities that really benefit from this structure.

Flagships of opportunistic investment

Blackstone’s BREP funds are the US giant’s “flagships of the opportunistic investment funds”, according to its own definition in the takeover prospectus “with USD 75 billion of investment capital, a net return of 16% since 1991 and 1% of losses over 27 years”.

In order to raise the €1,589.6 million that Alzette will have to hand over if all of Hispania’s shareholders accept the terms of its offer (the fund already controls 16.5% of the share capital after it acquired the stake previously owned by George Soros), the different Blackstone funds have committed to contributing the money, either through capital, shareholder loans or other intra-group financing instruments.

In these types of company structures, the different loans arrangements made between the parent companies and their subsidiaries allow them to decrease the overall tax bill in the different countries in which the corporate chain operates in the form of the interest payments that the funds make to themselves and which allow them to “repatriate” the money invested to the Cayman Islands, at the same time as reducing the profit, and with it, the tax charge.

In the case of the takeover bid for Hispania, in addition, Blackstone is also planning to resort to lenders to raise financing amounting to €850 million, referenced to 3-month Euribor, plus a margin of up to 2.25% per annum, and with a maturity date of 15 May 2021, and with the option of being renewed for one more year.

Business plan

Similarly, in order to acquire the stake from Soros, Blackstone signed a financing agreement with Morgan Stanley for a maximum amount of €250 million, although in the end it only drew down €128.6 million. In terms of the financial commitments that Hispania currently has (€894.8 million), Alzette says that it is analysing different refinancing options, including both raising new debt and increasing the level of leverage.

In terms of the business, Blackstone’s plans for Hispania include completing the sale of the office portfolio, which the Socimi had to put on hold at the last minute, even though it had already reached an agreement with Tristán to sell it for more than €500 million, due to the presentation of the takeover bid.

By contrast, in terms of the hotel assets, which are the jewel in the Hispania’s crown, its intention is to hold onto the majority of them for between three and seven years, and transfer their management to the team at HI Partners, the company that the US fund acquired last year for €630 million and which it will likely end up merging with the Socimi.

Original story: El Confidencial (by Ruth Ugalde)

Translation: Carmel Drake

CaixaBank Repurchases 51% of Servihabitat from TPG for €176M

8 June 2018 – Expansión

The financial institution, which until now owned 49% of the real estate firm, is going to restore control of 100% of the firm four years after it sold the majority stake to TPG.

CaixaBank has announced an agreement with the fund TPG to repurchase 51% of the real estate manager Servihabitat for €176.5 million. With this operation, which will return full control over the real estate subsidiary to the financial institution, CaixaBank wants to enjoy “greater flexibility and efficiency in the management and marketing” of its real estate assets “as well as a reduction in its costs”.

The operation, which still needs to be approved by the competition authorities, will have a negative impact of around 15 basis points on CaixaBank’s first level capital ratio (CET1 fully loaded) and of around €200 million on the bank’s income statement this year.

Nevertheless, the entity chaired by Jordi Gual expects the impact to be positive over the next few years, amounting to around €45 million per year.

The financial institution sold 51% of Servihabitat to TPG in 2013, in an operation that valued the real estate subsidiary at €370 million and which generated a gross gain of €255 million for CaixaBank, which retained control of the remaining 49%.

The agreement between CaixaBank and TPG included a clause whereby Servihabitat would manage La Caixa’s real estate assets for a decade. Less than five years after that agreement was announced, CaixaBank has decided to recover 100% of the share capital of its real estate servicer.

In January, Iheb Nafaa was appointed as the CEO of Servihabitat to replace Julián Cabanillas, who had been linked to the firm for two decades, and who had served as the most senior executive for the last twelve years.

Nafaa is an Engineer in Statistics, Econometrics and Finance from the École Nationale de la Statistique et de l’Administration Économique in París (France) and has extensive experience as a director of companies such as BNP Paribas, GE Capital and Gescobro.

Original story: Expansión (by J. Díaz)

Translation: Carmel Drake

Minor Buys 26.5% of NH Hoteles from HNA for €622M

5 June 2018 – El País

The Thai company Minor International has purchased the Chinese conglomerate HNA’s 26.46% stake in NH Hotel Group for a total of €662.3 million, and has whereby become the largest shareholder of the Spanish hotel group, according to a statement filed on Tuesday by the Chinese company with Spain’s National Securities and Markets Commission (CNMV).

The operation has been divided into two tranches. On the one hand, HNA has sold a package of 65.85 million shares in the Spanish group, representing 17.64% of NH’s share capital, at a price of €6.40 per share, for a total of €421.4 million. That operation is expected to be closed by the middle of this month.

On the other hand, the Asian group has sold 32.93 million shares, representing 8.83% of NH’s share capital for €6.10 per share, equivalent to a total price of €200.9 million. Nevertheless, this second operation is subject to the execution of the first and is expected to be closed by the middle of September.

Forced takeover

Currently, Minor holds a 10.22% stake in NH, although it only holds 1.66% in shares. It holds the remaining 8.56% through financial instruments. When its acquisition of HNA’s stake is completed, Minor will be obliged to launch a takeover bid for 100% of the Spanish hotel group, as established by the law, as it will exceed the threshold of 30% of its share capital. The minimum price of that bid will have to be €6.40 per share.

Minor acquired its first stake in NH a month ago, with the purchase of 8.6% from the fund Oceanwood for €196 million, when it paid exactly the same price (€6.40 per share) that it will now pay HNA. Following that operation, Minor explained that “no management changes are expected” in NH in relation to its investment in the company, but it left the door open to expand its stake and, therefore, take absolute control over it.

Minor International Public Company Limited (MINT), the company that operates the Minor Hoteles brand, has 160 hotels, 2,000 restaurants and 400 outlets, most of which are located in South-East Asia. The firm’s market capitalisation amounts to around €4 billion.

Original story:El País (by Ramón Muñoz)

Translation: Carmel Drake

Azora Will Make its Stock Market Debut in May With a €700M Capital Increase

5 April 2018 – Eje Prime

Azora has come back from the Easter holidays with lots of issues to resolve. The company founded by Concha Osácar and Fernando Gumuzio is accumulating work: following the takeover bid launched by Blackstone for Hispania, one of the Socimis that the firm manages, and which yesterday approved the sale of its office portfolio for €600 million, the company owned by Osácar and Gumuzio is now planning a €700 million capital increase to list the company on the stock market in May.

The conversion of the firm into a listed company will be carried out by the manager through a public offering of its securities (OPS). The announcement was made on Wednesday by the President of Hispania, Rafael Miranda, who underlined the confidence that his Socimi has in Azora. “The Management team’s commitment to leadership and dedication remains intact”, said Miranda, whose General Shareholders’ Meeting met yesterday to approve that Osácar and Gumuzio’s company should continue as its manager.

Azora has two lines of business: its own portfolio of rental homes and the management of portfolios for other companies, like in the case of Hispania and Témpore (Sareb’s Socimi). The company is working with the banks Goldman Sachs and UBS to assess the feasibility of the company ringing the bell (making its stock market debut) before the summer.

Azora’s stock market debut would follow those carried out recently by other real estate players such as Neinor Homes, Aedas Homes, and the return of Metrovacesa, as well as the debut on the stock market this week of Témpore on the Alternative Investment Market (MAB). Similarly, other companies in the Spanish real estate sector are expected to make their debuts this year including Testa Residencial, Vía Célere and the Cerberus’s servicer, Haya Real Estate.

Original story: Eje Prime 

Translation: Carmel Drake

Israeli Fund Adar Asks for Two Seats on Neinor’s Board

15 March 2018 – Expansión

The Israeli fund Adar is claiming its space at the table of Neinor’s most senior executive body. After taking ownership of 24% of the property developer and buying almost 18% of the real estate company’s shares in just one month, Adar has requested two seats on the Board of Directors.

To this end, Adar has asked that its request be included on the agenda of the next meeting, which is scheduled for 17 April at the first call, or, if the necessary quorum is not reached, for 18 April.

Adar has proposed the appointment of Jorge Pepa and Francis Btesh as proprietary directors. In this way, the group’s Board of Directors would comprise nine members, up from the current number, seven.

The last change in Neinor’s Board of Directors took place with the departure of Dominique Cressot, a Director who represented the fund Lone Star, which sold the last remaining share package that it owned in the company last January.

In his place, the shareholders appointed Alberto Prieta, Managing Partner of the Real Estate team at BDO, as an independent director.

Adar, which first acquired shares in Neinor when the firm made its stock market debut almost a year ago, is now the real estate company’s largest shareholder, ahead of the Bank of Montreal (5.2%), Norges Bank (5.06%), Invesco (5.02%), Wellington Management Group (4.96%) and Ksac Europe (4.2%). The fund controls a package worth €296 million.

Original story: Expansión (by R. Arroyo)

Translation: Carmel Drake