Testa Suspends the Rental of its Homes Following Approval of New Rental Act

24 April 2019 – El Boletín

Blackstone, the fund that has invested the most in the Spanish real estate sector over the last five years, has reportedly suspended the rental of hundreds of homes managed by its Socimi Testa following the approval of the new Rental Act by Pedro Sánchez’s government on 1 March.

The new decree lengthens rental contracts, giving tenants the right to remain in properties for seven years in those cases in which the landlord is a company, and prohibits rent increases above CPI.

Testa has more than 11,000 properties under management and Blackstone has owned a majority stake in the Socimi since last year after acquiring shares from banks and other groups.

According to professionals from intermediary companies that work for Blackstone, a decision was taken to suspend Testa’s activity following the approval of the decree, in light of the uncertainty generated. Activity is expected to resume in May, following the general election.

Blackstone already warned a couple of months ago that the new Rental Act is discriminatory and would only serve to increase rental prices.

Original story: El Boletín

Translation/Summary: Carmel Drake

Madrid’s Town Hall Faces Compensation Payments of €1.6bn For Suspending Developments in SE of the Capital

16 May 2018 – El Confidencial

The suspension of the developments in the south-east of Madrid could cost the capital’s Town Hall as much as €1.6 billion, in other words, 34% of its annual budget. That is the calculation that two independent experts have performed on the basis of the execution of the Master Plan for the New Development Strategy for the Southeast of Madrid, which has led to the ‘de facto’ paralysis of all of the areas in the south of Madrid: Los Berrocales, Valdecarros, Los Cerros and Ahijones, the last large block of buildable land to the south of capital, which was destined to bring thousands of homes onto the market at affordable prices.

The report, compiled by Federico García Erviti and Gerardo Roger Fernández Fernández, experts in urban planning valuations, estimates that the indemnity payments for the Compensation Boards of Valdecarros, Berrocales and Los Cerros will amount to €1.58 billion. The Master Plan itself, compiled by the Town Hall, mentions possible compensation payments but does not quantify them.

According to this document, the number of homes will be reduced by two thirds – from 105,000 to 38,708 – ; also, the total surface area will be cut and several other modifications will be made to the plans.

Specifically, according to the report from these experts, we will be talking about a payment of more than €640 million for the Compensation Board of Los Berrocales, another €755 million for Valdecarros, whilst, in the case of Los Cerros, the indemnity payment will amount to €182 million. To all of these figures, possible additional compensation payments to each one of the owners – around one thousand – will have to be made, who may also file claims with the Town Hall of Madrid, for example, for the taxes paid over the last few years for buildable plots, whose classification is now going to change on the basis of this Master Plan.

“The Master Plan does not have any legal validity to make a modification such as the one required”, said Juan Antonio Gómez-Pintado, Chairman of the Association of Property Developers of Madrid (Asprima), who considers that “during periods of real estate activity, such as the one the sector is experiencing at the moment, the effects of these measures and the damage for the city as a whole are irreparable, given that they have paralysed the only block of buildable land with these characteristics, where homes could be built for the lower and middle classes in the capital, driving those who want to buy a home at an affordable price out of Madrid”. Moreover, he considers that “the Master Plan will lead to significant increases in the price of land, whilst the legal uncertainty will scare off investors” (…).

The (Compensation) Boards filed an appeal against the Master Plan, as well as the legality of it, with the Supreme Court of Justice (TSJM), because they consider that “a pseudo planning instrument has effectively been approved. A town hall cannot approve an urban planning instrument”, and they have requested the precautionary suspension of it. The TSJM has admitted the appeal for processing but has not ruled on the matter for the time being.

Since the arrival of the new Government in Cibeles, “developments have slowed down and there have even been written requests for their agreements to be adapted to the Master Plan”, claim sources from Asprima.

Original story: El Confidencial (by E. Sanz)

Translation: Carmel Drake

Blackstone Begins its Conquest of Hispania by Acquiring 16.5% of its Shares

5 April 2018 – Eje Prime

Blackstone’s conquest of Hispania has begun. Whilst yesterday it was rumoured that the US fund was plotting a corporate operation involving the Socimi, today the mystery was revealed to all: the group (through Bidco) has purchased 16.5% of the company managed by Azora and is preparing to launch a takeover bid for 100% of Hispania, according to a statement submitted to Spain’s National Securities and Exchange Commission (CNMV).

The purchase by Blackstone has involved a disbursement of €315.37 million. Specifically, Blackstone has bought a package of 18.07 million shares in Hispania, equivalent to 16.56% of the share capital, at a price of €17.45 per share, which represented a discount of 5.67% on the price registered yesterday when trading of its shares was suspended (€18.50). The fund has purchased almost all of the stake held by George Soros in the Socimi, reducing his share to 0.11%.

Hispania’s share price plunged by 6.22% to €17.35 when trading was resumed after the purchase had been made public. Yesterday, at the end of the afternoon, the CNMV decided to suspend trading in Hispania Activos Inmobiliarios, which was listed at €18.50 at that point. Before the opening of today’s session, the CNMV decided to lift the suspension after the news of Blackstone’s takeover bid was revealed.

The offer will be subject to approval by the shareholders of the holding company, as a whole, of the number of shares necessary that will allow Bidco to take ownership of 50%, plus one share, of all of the shares in the company (including the shares owned by Bidco).

The deal will also be subject to approval (or to a lack of opposition by virtue of the expiry of the corresponding waiting period) by Spain’s National Markets and Competition Commission (CNMC).

Original story: Eje Prime

Translation: Carmel Drake

Heron City Sale Fails to Spark Interest amongst Investors

12 December 2017 – El Confidencial

A concept too unique for a market that is used to something a lot more familiar. That is the moral that can be drawn from the decision by Heron International, the property developer behind the famous Heron City centres, to put into quarantine the sales process of the three leisure centres that it owns in Spain.

The offers received by the British company fall well below its expectations, which has caused it to reconsider its whole strategy and take the decision, last week, to suspend the current sales process, according to sources familiar with proceedings.

As El Confidencial revealed in September, the British company engaged CBRE to find a buyer for its whole portfolio, which comprises Heron City Las Rozas (Madrid), Heron City Paterna (Valencia) and Heron Diversia Alcobendas (Madrid), and which has a valuation of between €230 million and €250 million.

Nevertheless, the appetite in the market has been lower than anticipated because the usual suspects who typically participate in these types of operations (large international funds and Socimis) actually specialise in shopping centres, whose casuistry differs from those of leisure centres, and where lots of investment opportunities are still emerging.

In 2017 alone, with less than a month to go before the end of the year, 17 transactions involving shopping centres and retail parks have been closed across Spain, according to data from the trade association AECC, led by giants such as Xanadú. Moreover, during the next two years, around twenty new centres are expected to open and six centres are due to be expanded, which will see an additional gross leasable area come onto the market of more than 2 million m2.

The result has been that Heron International has decided to suspend the sales process and redefine its strategy. The three Heron City complexes, which span a combined gross leasable area of 84,000 m2, have 6,100 parking spaces, receive more than 12 million visitors per year, and represent a brand that arrived in Spain almost three decades ago with a very specific leisure concept, based on cinemas and a restaurant offer that tries to distance itself from classic fast food.

Since its arrival in Spain, Heron International has only starred in one operation, involving the sale of one of its leisure centred, namely Heron City in Barcelona, which it sold to Babcock & Brown and GPT at the end of 2006 for €138 million. Almost a decade later, as El Confidencial revealed, that complex was acquired by ASG, the Spanish subsidiary of Activum, a deal that represented that firm’s first operation in the Catalan capital.

The leisure centre in Barcelona, as well as those in Las Rozas and Paterna were all built by the British company. In the case of Diversia, it purchased that centre in 2003 in conjunction with Realia (50%) and a decade ago it took over all of the share capital when it also acquired the stake owned by FCC’s subsidiary.

Original story: El Confidencial (by R. Ugalde)

Translation: Carmel Drake

Villar Mir Receives Approval To Resume Work At Canalejas

24 May 2016 – Cinco Días

The Canalejas Complex has returned to cruising speed after overcoming one of the obstacles that stood in its path. In April 2015, the Local Heritage Committee (comprising the Town Hall of Madrid and the regional Government) opened an investigation into the construction work that the Villar Mir Group was carrying out, after it detected that damage had been caused in the first bay (the space between load-bearing walls). After months of work, it completed its investigation in January 2016 – confirm sources at the company – and so Villar Mir was allowed to continue with the building work at the site, which will house a Four Seasons Hotel, luxury homes and a shopping arcade right in the centre of the capital.

“The investigation into the first bay was resolved and the suspension (of the building work) was lifted”, explain sources at OHL, the listed company that forms part of the Grupo Villar Mir and which is responsible for developing this complex. The Committee’s investigation was opened by municipal technicians when Ana Botella (PP) was still the mayoress. Sources at Estudio Lamela Aquitectos, which was appointed to design Canalejas, confirm that the construction work has continued as normal since then.

The problem arose when part of the bay, located in a small area, threatened to break off, say sources at the company chaired by Juan Miguel Villar Mir. For the time being, although the investigation has been closed, they do not know whether the listed company will face any financial penalties in the future.

The team led by the Government of Manuela Carmena (Ahora Madrid) has also granted OHL a structural licence to raise the frame of the building, and so construction work has continued apace during the first few months of the year. “We received the structural licence in January”, say sources at Estudio Lamela. “That licence has allowed us to carry out the work that is visible from the outside”, say sources at OHL. Now the only licence pending is the one relating to the completion of the refurbishment.

The project was unblocked at the end of last year by political and legal means. On the one hand, a trial judge dismissed the application to suspend the building works, which had been filed by a company that alleged that it had signed a previous sale and purchase contract with Santander. Villar Mir ended up acquiring this central block for €215 million and whereby took ownership of the properties in the Canalejas area, next to Puerta del Sol.

On the political side, after Carmena took over the reins of the city, the Town Hall decided to review the project and it opened a negotiation table with the company and the regional Government. In October, the parties agreed to reduce the volume of the block at its highest point so as to reduce the visual impact. The agreement meant that the listed company had to relinquish its plans for the height of the building in order to unblock the construction work and accept a lower return on the project.

The last remaining stumbling block now is the public prosecutor, which is continuing its investigation, following a claim by the Madrid, Ciudadanía y Patrimonio Association that an alleged crime has been committed against the historical heritage of the city during this refurbishment.

The renovation involves seven adjoining properties located between Calles de Alcalá, Sevilla, Plaza de Canalejas and Carrera de San Jerónimo. For the last few decades, those historical buildings have housed the headquarters of financial institutions such as Banesto, Central Hispano and Zaragozano.

Original story: Cinco Días (by Alfonso Simón Ruiz)

Translation: Carmel Drake

Constitutional Court Suspends Tax On Empty Homes

4 May 2016 – Expansión

The Constitutional Court (TC) has suspended three laws approved by the Catalan Parliament, after they were appealed by the Government at the end of April. The laws in question are: the law that taxes empty homes, the local government law and the law for equality between men and women. The appeals have been accepted for processing, which means that the laws themselves have been temporarily suspended. Nevertheless, the acceptance for processing and the temporary suspension do not represent a ruling of any kind regarding the outcome of the appeal.

According to the acting Justice Minister, Rafael Catalá, who spoke at a press conference following the Council of Ministers meeting held on 22 April, the Government is challenging the law that establishes a tax on empty homes because that taxable event is already taxed under the current system for financing local governments, which provides for surcharges of up to 50% under IBI. (…)

The appeal against this Catalan law is surprising if we consider the fact that the Stability Program, which the Government has just submitted to Brussels, praises this law as one of the measures that the regional Governments are using to try to guarantee revenues “such as the tax on empty homes and the tax on tourist accommodation”, it says.

Original story: Expansión

Translation: Carmel Drake

Carmena Makes Deal With Villar Mir Re Canalejas Complex

13 October 2015 – Cinco Días

The mayoress of Madrid, Manuela Carmena (Ahora Madrid) has reached an agreement with the Villar Mir group to resume the construction of the Canalejas complex, a centre containing a hotel, shops and luxury homes next to the Puerta del Sol, which is currently on hold. That was the statement made by the Town Hall on Friday, which called a press conference for today (Tuesday), where it will reveal the terms of the deal.

OHL is building a five star (Four Seasons) hotel, a large shopping centre and luxury homes in this complex. In September, the company, the Town Hall and the Community of Madrid established a permanent negotiating table, which has now reached an agreement.

The project will modify the volume of the building, which will now be smaller, thanks to a reduction in the height, since the Town Hall wanted to limit the visual impact, above all in the area next to “kilometre zero”. Moreover, the revised plans exclude the planned underground transport hub, and so buses will arrive at Puerta del Sol.

The building work was suspended in part by the Heritage Commission, for the alleged destruction of protected sections, and needs a building licence to continue.

The company owned by Juan Miguel Villar Mir plans to invest €285 million in the operation, which will affect the block between Calles Alcalá, Sevilla, Carrera de San Jerónimo and the Puerta del Sol. Historically, this is where the headquarters of several banks, such as Banesto and Banco Hispano Americano, have been located. (…).

Original story: Cinco Días (by Alfonso Simón Ruiz)

Translation: Carmel Drake

Núñez’s Complaint Against Colau’s Moratorium Deemed Admissible

7 October 2015 – Orbyt

The High Court of Justice in Cataluña has declared admissible a complaint filed by the construction company Núñez y Navarro against the Town Hall of Barcelona. Specifically, the company has denounced the moratorium that the municipal government team, led by the mayoress Ada Colau (pictured), approved at the beginning of the summer. The moratorium has resulted in the suspension of more than 40 hotel projects that were underway in the Catalan capital, for at least one year.

Núñez y Navarro, which has registered the complaint through one of its subsidiaries, is currently building a new hotel on Calle Rec Comtal, in the historical centre of the city. The Town Hall approved the project eight years ago, and given that it had already been granted the necessary permits and licences, the moratorium was not meant to affect it.

Nevertheless, at the beginning of the summer, the district counsellor of Ciutat Vella, Gala Pin, reported that an investigation had been opened to check whether there had been irregularities with the processing of the urban planning application. At that time, the municipal government did not rule out that the opening of this establishment could ultimately be suspended, in the event that it was able to prove that there had been malpractice in the rezoning of the site.

Overall balance

Yesterday, municipal sources refused to comment on the news that Núñez y Navarro’s complaint had been declared admissible. However, they did say was that the period (of two working months) during which companies affected by the moratorium are permitted to file complaints with the courts will come to an end shortly. Only then will the Town Hall provide an overall assessment of the impact of the measure.

The first consequences of Ada Colau’s moratorium have already been felt. At Deutsche Bank’s former headquarters, located on the corner of Avenida Diagonal and Paseo de Gracia, the existing building will no longer be demolished to construct a hotel, instead the property will be renovated and converted into luxury homes. By contrast, another iconic project will go ahead, namely the conversion of Torre Agbar into a luxury hotel to be operated by the US chain Hyatt.

Original story: Orbyt

Translation: Carmel Drake

FCC Suspends Sale Of Realia And Threatens Hispania’s Takeover Bid

6 February 2015 – El Confidencial

Carlos Slim’s impact on FCC is starting to be noticed. The new majority shareholder of the infrastructure group has laid his cards on the table and has decided to officially suspend the sale of the 36.886% stake FCC holds in Realia, a decision that threatens the takeover bid (OPA or public offer for the acquisition of shares), launched by Hispania for the real estate company, whose prospectus is pending approval by the CNMV – Spain’s National Securities Market Commission.

The other major shareholder of Realia, Bankia, which owns 24.9% of the capital, is standing by its decision to sell, despite the change in its partner’s position. This leaves the floodgates open for a war to seize control of the company, which owns desirable assets such as one of the KIO towers.

The market has known that this scenario could arise since the beginning of the year, during which time Realia’s shares have soared by more than 40%, from the price of €0.51 per share at the end of the year, in line with Hispania’s offer, to reach the current price of €1.30.

The pieces in this game of chess are placed in the perfect position for a wave of strategic moves to be unleashed. Hispania has the upper hand in that it holds an exclusive agreement with Realia’s creditor funds, a deal that may be extended for the whole of 2015, even if the takeover bid that is currently underway were to fail.

Fortress, King Street and Goldman Sachs are Realia’s preferential creditors with a debt of €793 million, from which Hispania has successfully negotiated a haircut of €167 million. This saving allowed them to launch their takeover bid at €0.49 per share. In addition, the funds have exempted Hispania from an onerous clause that obliges any potential buyer to liquidate their debt within a period of five days.

Against this competition, Slim has his own upper hand: he is free from this clause, since it is only applicable when a change of control occurs and, if the player that enters the arena is FCC itself then there would be no such change of control, since the infrastructure group has always held the reins of Realia, which is widely known as its real estate subsidiary.

This means that the Mexican tycoon now has several options on the table: from waiting and seeing whether Hispania’s takeover bid fails and then entering the fray; to starting to negotiate a new transaction with Hispania and its associated funds; to starting an operation with new players, since Bankia is determined to sell and if Hispania’s takeover bid does not going ahead then it will open a new process to close the sale.

The Socimi (Hispania), meanwhile, has conditioned the success of its bid on taking over 55% of Realia’s share capital. In fact, in an ideal world, Hispania would take control of the smallest number of shares possible, above this threshold, to enable it to take full control of the real estate company for the lowest price possible.

From this point of view, both the 24.9% stake that Bankia has put up for sale and the almost 13% stake that Sareb holds (through the debt associated with the former stakes held by Lualca and Prasa, which controlled 9.5%) are key, as well as the participation loans that should be exchanged from this month onwards and which would allow it to takeover another almost 3%.

Meanwhile, Slim’s initial plans do not include the option of launching a counter-bid, or of establishing bilateral negotiations with Bankia, since that entity is obliged to undertake all of its sales in concurrent processes. But that would not be an impediment if Hispania’s bid fails and the entity launches another sales process, since the Mexican would enter the bidding.

In any case, only an official announcement, through a significant event with the CNMV, to suspend the sale of its stake in Realia would go against the interests of the Socimi, because Realia’s list price is well above the price of the takeover bid, which in theory discourages minority shareholders from accepting the offer, above all, when they also know that the world’s third richest man is also interested. And Slim certainly has acccess to credit.

Original story: El Confidencial (by R. Ugalde)

Translation: Carmel Drake