Santander Awards the Management of Popular’s €5bn Portfolio to Blackstone

12 November 2018 – Expansión

Santander and Blackstone have reached an agreement whereby the US fund, through the real estate servicer Aliseda, has taken on the management of a portfolio of assets from Popular amounting to €5 billion, which Santander is retaining on its balance sheet. The portfolio includes real estate assets and loans linked to the retail segment and Santander is retaining ownership of 100% of the assets. They were left out of the transfer of Popular’s assets to Quasar, the joint venture that the bank and Blackstone launched last year.

Santander transferred the bulk of Popular’s damaged portfolio to Quasar (€30 billion gross, linked primarily to property developers), along with 100% of the share capital of Aliseda. Blackstone controls the management of Quasar and 51% of the shares and Santander the remaining 49%. The bank has this stake valued at €1.7 billion on its balance sheet.

“The assets under management have been classified into two different groups, to reflect their owner: the Santander Group portfolio, owned by Popular (and now absorbed by Santander) and the Popular portfolio, owned by Project Quasar 2017”, according to the annual accounts of Aliseda. Specific teams have been configured within the servicer to manage Santander’s assets.

As at June, the latest available disaggregated figures, the entity chaired by Ana Botín still had a portfolio of foreclosed assets amounting to €10.5 billion gross. They have been cleaned with €5.2 billion in provisions (48.9%), which brings their net value to €5.4 billion. Nevertheless, in September, it sold a portfolio of properties worth €1.5 billion to Cerberus. In addition, Santander has loans to property developers amounting to €5.7 billion. Of the total, €1.8 billion are doubtful balances, with a default rate of 32%.

Santander currently has agreements with three servicers (Altamira, Aliseda and Casaktua). It paid those three companies almost €460 million in management commissions last year.

Meanwhile, Aliseda, which is now controlled by Blackstone and Santander, has rescinded the syndicated loan that it signed in 2015. At the time, the funds Värde Partners and Kennedy Wilson owned 51% of the real estate manager’s share capital and Popular owned the remaining 49%.

Following the acquisition of Popular by Santander, the entity chaired by Ana Botón repurchased the 51% stake held by Värde Partners and Kennedy Wilson, as a step prior to the transfer of 100% of Aliseda to Quasar.

“According to the syndicated financing contract subscribed on 27 November 2015, the cancellation of the loan has been formalised, following the repayment of the principal and outstanding interest, and of the cancellation penalty for the overall amount of €266.03 million”, said Aliseda’s report.

The bank with the greatest share of the loan was Popular itself (33.33%), with an outstanding balance of €87.86 million at the end of 2017. Bankia, Santander, Sabadell and Bankinter, with shares of 10%, had outstanding balances of around €25 million each. ING (€24.3 million), Crédit Agricole (€23.3 million) and BBVA (€17.5 million) completed the group of banks in the syndicate.

The interest rate on the loan, conditioned on the debt ratio and the gross result of the company, was six-month Euribor plus a spread of between 2.75% and 3.50%.

Following the change of ownership of Aliseda and its senior management team, the servicer paid compensation for redundancies of €1.4 million last year. It also paid €5.64 million for a remuneration plan that granted certain executives the right to receive remuneration in the event of a change of control of the company.

Original story: Expansión (by M. Martínez)

Translation: Carmel Drake

Santander Cuts the Cost of its Agreement with Altamira in Exchange for Paying Apollo €200M Now

10 July 2018 – El Confidencial

A new twist in the relationship between Santander and Apollo. The Spanish entity and the US fund have restructured the contract that they signed four years ago, when the former sold 85% of Altamira to the latter. As such, they have laid the foundations that will allow for the refinancing of the debt of their shared subsidiary, which specialises in real estate services.

Specifically, the new agreement involves a significant reduction in the commissions that Altamira will charge the bank, in exchange for which Santander will pay Apollo €200 million now. Moreover, a series of agreements made between the two parties means that Apollo will receive another €70 million, according to confirmation from several sources in the know.

Thanks to the cash injection that the reduction in commissions brings, Altamira has improved the conditions of its €270 million syndicated loan that it has signed with Santander, Bankinter, Bankia, Sabadell, Crédit Agricole and Mediobanca. That liability has seen its term improve by two years, to 2023, but without the repayment of the principal, given that Apollo’s aim with all of these changes (the new management contract and the new debt conditions) is to be able to distribute a juicy dividend.

Specifically, according to the sources consulted, the fund wants to take advantage of the new liquidity injection to distribute remuneration of around €200 million. In fact, Altamira’s total financial commitments, which exceed €320 million, will remain the same and will not decrease following all of this restructuring.

It was in January 2014 when Banco Santander closed the sale of 85% of Altamira to Apollo for €664 million, in an operation that included a management contract for the bank’s real estate assets until 2028. That term will be maintained following the new restructuring of the agreement.

Since then, the relationship between the two partners has gone through various phases, which have included an attempt by the bank to buy back 100% of the platform, although that deal never came to fruition for price reasons, and the acceleration made by Santander to rapidly divest all of its property (…).

One strategy, which has involved the transfer of assets to Metrovacesa and Testa, the creation of a joint vehicle with Blackstone, baptised Quasar, to provide an exit for €30 billion in toxic assets and, now, the sales process involving €5 billion in residential and tertiary assets that has been entrusted to Credit Suisse.

This operation forms part of the horizon that the bank defined last year, when it completed Quasar and announced that it was giving itself until the end of 2018 to reduce its exposure to property to an “immaterial” level, in the words of the bank’s own CEO, José Antonio Álvarez.

Nevertheless, this desire to reduce the real estate exposure to zero will have a direct impact on Altamira, given that the portfolio now up for sale accounts for the bulk of Santander’s assets, which are still managed by the servicer.

Historically, Altamira’s two main clients have been Sareb, which awarded it the contract to manage €29 billion in assets and property developer loans, and Santander, a base Apollo has been expanding by signing agreements with other entities, such as BBVA, which has entrusted it with a €200 million loan portfolio, and Bain Capital, which has engaged it to manage the €600 million portfolio that it purchased from Liberbank.

In addition, the servicer has committed to expanding internationally to grow in size, a strategy that has already seen it take over €10 billion of assets under management in Portugal and Cyprus, the first two markets into which Altamira has made the leap.

Original story: El Confidencial (by Ruth Ugalde)

Translation: Carmel Drake

Blackstone & Santander Finalise the Transfer of Popular’s Portfolio

22 March 2018 – Eje Prime

Blackstone and Santander are signing their agreement. Sources close to the operation have explained that the two groups are on the verge of sealing the deal that will see Blackstone take control of 51% of the share capital of the new company that is going to be created with the €30 billion in real estate assets from Popular. The new entity is going to be known as Quasar.

The US fund is also going to be responsible for managing the new company and its CEO is going to be Eduard Mendiluce, who is also the most senior executive at Anticipa, the other large real estate company that the fund owns in Spain, according to Expansión. Santander will own the remaining 49% of the shares in Quasar.

The new Project Quasar Investments has agreed to take out a syndicated loan for €7.3 billion from a group led by Morgan Stanley and Deutsche Bank. Blackstone itself is participating in the loan, through one of its subsidiaries, which will see it contribute €1 billion or 14% of the financing.

In parallel, the fund and Santander are going to contribute €3 billion in share capital to the company, which will amount to more than €10 billion. It is worth remembering that Popular’s non-performing loans were appraised at €10 billion, the book value at which they have been registered on the bank’s balance sheet after the clean-up carried out by Santander.

Original story: Eje Prime

Translation: Carmel Drake

Metrovacesa Prepares Stock Market Debut for February 2018

23 November 2017 – Eje Prime

The stock market is getting ready to welcome yet another real estate group. Metrovacesa, the property developer controlled by Santander and BBVA, will make its debut on the stock market in February 2018. The company has convened an Extraordinary Shareholders’ Meeting for 19 December to approve its return to the trading floor. Moreover, the company is currently negotiating a syndicated loan amounting to €250 million to finance future operations.

According to the information included in the meeting invite, the shareholders will also have to approve a ‘contra-split’ of their shares, equivalent to one new share for every 45 existing shares. They will also be asked to approve some new corporate by-laws for the company and to fix the number of directors along with their policies and remuneration plans.

Metrovacesa stopped trading in 2013 after an exclusion bid was presented by the financial institutions that ended up controlling the real estate company following the process to refinance its debt.

Currently, its capital is shared between Banco Santander (61.1%), BBVA (29.64%) and Banco Popular (9.21%), which will divest their shares with the stock market debut.

Following a capital increase amounting to €1.108 billion, which was completed by the contribution of assets from the three banks, Metrovacesa has assets worth more than €2.6 billion and a land portfolio that exceeds 6 million m2, on which 40,000 homes may be built.

Before the stock market debut, the shareholders are going to undertake another non-monetary capital increase amounting to €316.7 million, which will be submitted for approval at another shareholders’ meeting, to be held this Friday, on the first call, or this Saturday, on the second.

Loan for €250 million  

In addition, Metrovacesa is negotiating a syndicated loan with various banks. The initial idea was to structure it into two tranches: one amounting to €220 million, to be used to fund the distribution of a dividend before the company’s debut on the stock market; and another for €180 million, aimed at financing the property developer’s future operations.

According to sources familiar with the process, this first proposal has been rejected by the main entities invited to form part of the syndicate, which have asked Santander and BBVA to lower their dividend expectations. Meanwhile, Metrovacesa is preparing a new proposal that will likely decrease its debt balance by between €250 million and €400 million and eliminate the amount allocated to remunerate the shareholders.

Original story: Eje Prime

Translation: Carmel Drake

Reyal Urbis Files For Spain’s Second Largest Bankruptcy

21 June 2017 – Cinco Días

The long-awaited death of Reyal Urbis is approaching. The real estate company has failed to convince a majority of its creditors to accept the proposed agreement presented by the entity chaired by Rafael Santamaría, which included significant discounts of between 80% and 90% of a total debt balance amounting to €4,600 million. It is the second largest liquidation ever in history, following that of the property developer Martinsa-Fadesa, which folded with a debt of around €7,000 million.

The proposed agreement presented by the company has not received sufficient backing given that in the case of the ordinary debt, it only obtained favourable votes from 32.7% of the creditors; another 37.79% voted against the proposal and the remaining 29% abstained, according to legal sources. In the case of the syndicated loan, the votes did not reach the 75% threshold either.

The bankruptcy administrator, namely, the audit firm BDO, is obliged to communicate the result of the vote that takes place in Commercial Court number 6 in Madrid, where the judge will issue the proposed liquidation ruling, with an equity black hole of €3,436 million.

The liquidation of Reyal Urbis was finalised after its major creditors, including Sareb and the opportunistic funds that had acquired some of the liabilities in recent weeks, rejected the proposed agreement, as disclosed by Cinco Días at the end of May.

The company has liabilities worth more than €3,200 million corresponding to a syndicated loan, in which Sareb holds a crucial stake, with more than €1,000 million proceeding from loans from the former savings banks. In addition, Reyal Urbis owed almost €900 million in ordinary debt and more than €400 million to the Tax Authorities. In fact, the real estate company is the largest debtor on the list of overdue debtors published by the Tax Authorities.

The property developer is dying just a decade after its merger which saw it become one of the large real estate companies in the country, together with Martinsa-Fadesa, Colonial and Astroc. Its President, Rafael Santamaría, a technical architect by training, has spent his whole life working for the family business. He was appointed CEO in 1985 and took over from his father as President in 1997. In 2006, he starred in one of the largest deals in the sector, after acquiring Urbis from Banesto for €3,300 million.

But that joy was short-lived. The burst of the real estate bubble dragged him down, just like it did Martinsa, Habitat and Nozar. The company filed for voluntary creditors’ bankruptcy in February 2013 after Sareb, BBVA and Santander refused to refinance its debt.

Santamaría’s last ditch attempt to save the company came with an aggressive liquidation proposal. That plan included discounts of 90% on the ordinary loans. In the case of the syndicated loan, the offer included the “dación en pago” of assets, which would have meant accepting discounts of around 80%. In turn, the Tax Authorities negotiated a unilateral payment plan for the €400 million owed.

That aggressive plan did not seduce the creditors, who have seen the possibility of recovering their capital go up in smoke, choosing instead the option of liquidating the company’s remaining assets, which are currently worth almost €1,200 million.

Original story: Cinco Días (by Alfonso Simón Ruiz)

Translation: Carmel Drake

Realia’s Profits Drop By 91% To €5.2M In Q1

9 May 2017 – Expansión

Realia closed the first quarter of the year with a net profit of €5.2 million, which represents a decrease of 91%, due to a sharp drop in the firm’s extraordinary income.

The real estate company controlled by the businessman Carlos Slim said to the CNMV that, during the first quarter of 2016, its profits were favoured by the positive financial result of €51.2 million, due to discounts on its first three payments of residential debt.

As such, if we exclude the positive impact recorded in 2016, the recurring net profit would have increased during the first quarter of this year by 16.9%.

The company obtained turnover of €23.3 million, down by 8.6%, due to a 20.8% decrease in property sales in the residential segment. The company completed 21 units during the quarter for a total amount of €4 million, compared with 27 for €5 million during the same period last year.

By contrast, rental income from the real estate business increased by 4.5% during the period, to €14.9 million.

In terms of indebtedness, Realia decreased its net financial debt by €187 million during the last year, to reach €738 million as at 31 March 2017.

Moreover, following the end of the quarter, Realia Patrimonio signed a new syndicated loan with the banks amounting to €582 million and cancelled its previous syndicated loan signed in 2007, as Expansión revealed on 27 April.

Original story: Expansión (by R. Arroyo)

Translation: Carmel Drake

ING Granted €1,000M In Loans To RE Sector In 2016

21 March 2017 – El Confidencial

ING has returned to the Spanish real estate market with a bang. The Dutch bank, which was one of the main foreign players in the years before the bubble, has become one of the most active entities in terms of financing in this market, which has taken an about-turn over the last two years.

Last year alone, ING Real Estate Finance granted financing amounting to more than €1,000 million to 13 different real estate operations, ranging from the purchase of offices, shopping centres and logistics assets to corporate refinancing agreements.

The most high-profile deal was the acquisition of Torre Espacio by Grupo Emperador, the Philippine holding company to which ING granted a syndicated loan amounting to €280 million in February last year. That loan has a 7-year term and represented a turning point in the entity’s commitment to this market.

A few months later, the bank, which is now led by César González-Bueno, also participated in the most important corporate operation ever recorded in the sector, the merger between Merlin and Metrovacesa, by granting €170 million to the Socimi and €200 million to the real estate firm.

By the time that merger happened, ING had already financed several operations for Merlin, such as, for example, the acquisition of a portfolio comprising seven logistics assets with a €67.9 million loan over five years, which was signed in January 2016.

Other giants in the sector that have also received support from ING over the last year include GMP, with corporate financing amounting to €75 million, and Axiare, to which the Dutch bank granted a €75 million loan to acquire the building located on Calle Almagro, 9 in Madrid.

The entity’s commitment to the real estate market spans the whole Iberian Peninsula, including Portugal, as the bank showed when it granted €50 million to the Vasco de Gama shopping centre, in Lisbon, which is owned by Sonae Sierra and CBRE GI.

And it was specifically in the shopping centre segment where the entity has closed its first major operation of 2017, granting a €57.5 million syndicated loan over 7 years to Trajano Iberia, funds that have been used almost in their entirety (€55 million) to finance the acquisition of Alcalá Magna.

“This operation strengthens the position of the Real Estate Finance area in the core asset segment, such as high quality offices, shopping centres and logistic assets. Our intense level of activity has allowed us to start 2017 as market leaders”, said Julián Bravo, Head of Real Estate Finance for Spain and Portugal.

Original story: El Confidencial (by Ruth Ugalde)

Translation: Carmel Drake

Realia Finalises €700M Syndicated Loan To Repay Debt

23 February 2017 – Expansión

Realia is finalising a syndicated loan amounting to around €700 million. And with just the finishing touches left to complete, all indications are that the company controlled by Carlos Slim will reach an agreement with its new creditors within the next few weeks, just in time to cancel the debt held by its subsidiary Patrimonio before it matures, on 27 April.

In addition to CaixaBank, which will lead the new loan syndicate, Santander and Bankia have approved the operation and are negotiating with other banks to include them in the agreement as well.

“Realia Patrimonio is currently negotiating its refinancing with several entities”, explained the company in a document submitted to the CNMV, in which it warned that if, by the aforementioned maturity date, the entity has not reached an agreement with its creditors or it has not been possible to secure new financing sources, then “it will have a liquidity problem”.

In April 2007, Realia Patrimonio undertook a debt restructuring through the subscription of a syndicated loan with Caja Madrid and Banesto, which subsequently transferred part of its exposure to another 14 entities for an initial maximum amount of €1,087 million, which it has been repaying ever since. Currently, its debt balance amounts to around €680 million.

Original story: Expansión (by R. Arroyo)

Translation: Carmel Drake

Santander & Bankia Join CaixaBank In €700M Loan To Realia

6 February 2017 – Expansión

The process to negotiate the refinancing of Realia is still underway. In the latest development, Santander and Bankia have announced that they will join CaixaBank in a new syndicated loan, amounting to around €700 million, which will allow the Spanish real estate company, which is controlled by the Mexican businessman Carlos Slim, to pay off its existing debt.

In this way, in addition to Caixabank, which will lead the new loan for the subsidiary Realia Patrimonio, Santander and Bankia have approved this operation. They are now looking for three more banks to join the agreement, since the idea is that six financial institutions will comprise the new syndicate, according to sources familiar with the process.

To this end, the coordinator has made contact with around thirty banks, including most major banks in Spain, as well as some foreign entities that have headquarters in Spain, such as ING, Crédit Agricole, Société Générale, Deutsche Bank, Aareal Bank and Natixis. Financial sources indicate that the players most interested in joining the process are Abanca, Sabadell, Bankinter and Popular.

The sales document containing the results of the due diligence was published on Thursday and it is hoped that the loan contract will be signed in April, which is when the real estate company’s existing debt, amounting to €680 million, is due to expire. CaixaBank engaged Deloitte in December, on behalf of the other financial institutions, to perform a feasibility analysis of the group’s properties, as well as a comprehensive due diligence; meanwhile, the law firm Uría will be responsible for drafting the new syndicated loan financing contract.

The negotiations to agree the terms of a new syndicated loan form part of the firm’s objective to fulfil its financial viability plan and reduce its level of indebtedness.

In April 2007, Realia Patrimonio carried out a restructuring of its financial debt by subscribing to a syndicated loan with two entities – Caja Madrid and Banesto. They subsequently assigned some of their exposure to 14 others entities, whereby taking the total number of FIs in the lender group to 16, for an initial maximum amount of €1,087 million, and Realia has been paying off the balance ever since. Moreover, these entities have since transferred some of the debt to other companies.

Within the framework of this strategy, at the end of 2015, Realia signed a refinancing agreement with the debt-holding entities of its residential activity – another one of the company’s business lines – whose capital pending repayment amounted to more than €800 million.

Following the restructuring of the residential business debt and after incorporating the debt outstanding on the participation loan that Inversora Carso purchased from Sareb, Realia’s gross financial debt position stood at €941 million at the end of Q3 2016, down by 46% compared to the same period in 2015.

Original story: Expansión (by R.Arroyo)

Translation: Carmel Drake

Comsa Refinances A €719M Syndicated Loan

30 December 2016 – Expansión

Financial oxygen for the Comsa Corporation. In the early hours of Thursday morning, the construction group managed to complete the refinancing of its debt with a group of eight banks, which have granted it a new syndicated loan amounting to €719 million. The loan must be repaid after four and a half years. The following banks have participated in the operation: Santander, CaixaBank, Bankia, Sabadell, BBVA, Popular, Bankinter and Unicaja.

The company, which is owned by the Miarnau (70%) and Sumarroca (30%) families, whereby obtained the blessing of its creditors to launch a new strategic plan for the period 2017-2020, which will force it to concentrate its activity solely on the infrastructure and engineering business, with a special focus on railway construction.

Comsa has agreed with the banks to sell off its other businesses between now and 2020, which means that it will place assets worth €200 million on the market, the proceeds of which will be used, in their entirety, to repay some of the company’s debt. Following its divestments from Aritex and CLD, all of its investments in the areas of concessions, renewable energy and the environment will also be put up for sale.

The eight entities that have participated in the refinancing may also acquire 50% of the group’s share capital in 2021, given that they have included a convertible debt tranche in the syndicate agreement amounting to €250 million. Nevertheless, the owner families may exercise a purchase option over that 50% stake and whereby prevent the conversion if certain conditions are fulfilled in 2021. Uría has advised the banks, Cuatrecasas and PwC have advised the company, and the law firm Toda & Nel·lo Abogados has advised the family.

Strategic plan

The new strategic plan outlined by the group chaired by Jorge Miarnau forecasts an increase in revenues from the infrastructure business, up from €950 million to €1,400 million in 2020. Moreover, the group will step on the accelerator in the international market, which will be a key lever for achieving these figures. The objective is to obtain 70% of sales from overseas within four years, compared to the forecast figure of 49% for this year.

Original story: Expansión (by S.Saborit)

Translation: Carmel Drake