Haya Reorganises Its Company Structure & Creates Haya Servicing

19 February 2018 – Eje Prime

Haya is reorganising its company structure. The real estate company, owned by the private equity fund Cerberus, has created a limited company, Haya Real Estate Servicing. This constitution forms part of the bond issue operation that the company carried out at the end of last year.

According to the Official Gazette of the Mercantile Registry, the corporate purpose of the new entity involves activities relating to the purchase, administration and sale of all kinds of real estate assets and securities.

Its share capital amounts to €60,000 and its headquarters are located on Calle Vía de los Poblados, the same registered address as the limited company Haya Real Estate, the group’s parent company. The sole administrator is Carlos Abad, the CEO of the real estate group and its legal representatives are Bárbara Zubíria Furest, the company’s Finance Director, and Ana Suárez Garnelo, Senior Legal Counsel and Secretary to the Board of Directors.

The move forms part of the bond issue that the group undertook in November last year. Then, the company debuted on the debt market by placing €475 million in guaranteed senior bonds.

For the debt issue, the group constituted a new limited company, Haya Finance, created solely to carry out that operation. Nevertheless, in the document sent to the Luxembourg stock exchange, where Haya asked for the bonds to be traded, the group revealed its intention to create a new limited company, arguing that this formula presented fewer restrictions.

“As at the date of issue, Haya is organised as a limited liability company”, said the group in the document. “In accordance with Spanish legislation, the capacity of a limited liability company to guarantee debt in the capital markets has not been tested in the Spanish courts” it continued. In this sense, Haya underlined that a limited liability company may only issue bonds worth up to twice its own resources, at most, unless the issue is guaranteed by a mortgage or joint guarantee from a credit institution, amongst others.

Nevertheless, the company also expressed that “the applicable Spanish statute does not expressly include any restrictions over the maximum amount that can be guaranteed by a limited liability company, and there is debate between the experts as to whether the aforementioned limited limitations should also apply to the guarantee interests provided by a limited liability company to guarantee debt on the capital market”.

Finally, Haya concluded that “in accordance with the trust agreement”, the principle guarantor “shall undertake to convert itself into a limited company that is not subject to the aforementioned restrictions”.

Last week, Cerberus engaged Rothschild to handle the IPO of Haya, currently worth €1.2 billion. The real estate company led by Carlos Abad currently manages a portfolio of assets worth almost €40 billion.

Founded in 2013, after Cerberus acquired the assets of Bankia Habitat, Haya has expanded its reach with the management of additional portfolios on behalf of other financial institutions such as Sareb, BBVA, Liberbank and Cajamar. During the 9 months to September, the servicer obtained revenues of €165.8 million and generated EBITDA of €89.8 million.

Original story: Eje Prime

Translation: Carmel Drake

Gov’t To Modify Legislation For Home Buyers’ Insurance

12 May 2015 – Expansión

The Government is going to modify the insurance (legislation) that covers payments made by house buyers against possible breaches by property developers.

The Popular Party has presented an amendment in Congress to the Law for the Regulation and Supervision of Insurance Companies to modify its coverage, which (to date) “has not been sufficient to address the deficiencies that prevent effective protection for buyers, including advanced payments for these purchases”, says the justification for the amendment, signed by the PP.

The governing legislation requires that property developers take out collective insurance policies, through insurance bonds, and then subsequently sign individual policies with (house) purchasers.

But in practice, these second policies are not being signed and the coverage for buyers is not working. Several changes are being introduced “to eliminate this false appearance of insurance”, including the requirement to deposit advanced payments in a special account managed by credit institutions, where the funds may only be allocated to the property developer concerned.

The Law for the Regulation and Supervision of Insurance has completed the first stage of the parliamentary process and has now moved onto the Senate. This law transfers EU legislation (Solvency II) into Spanish legislation and is expected to come into force on 1 January 2016.

Original story: Expansión (by E. del Pozo)

Translation: Carmel Drake