NH Breaks with AMResorts After Minor’s Entry

28 August 2018

The alliance to incorporate the subsidiary of Apple Leisure is frustrated in the middle of the Thai firm’s takeover bid.

The strategic alliance between the NH Hotel Group and the US-based Apple Leisure Group to jointly operate holiday hotel complexes in Europe, announced last May, has ground to a halt in the middle of the Thai group Minor’s takeover bid for 100% of NH.

Market sources explain that Minor’s participation in the firm, where it already controls 44.75% of the capital, has brought the alliance, which should have been signed at the end of last July, to an abrupt end.

The agreement involved the arrival of AMResorts, one of the subsidiaries of the US holding company, in Europe and opened the door for NH to expand in the holiday segment together with the North American company. The alliance was another step in the relationship that AMResorts had maintained with NH since 2011 when both companies established a similar model to operate three complexes in the Dominican Republic.

Under the agreement, currently halted, AM Resorts would have been in charge of brand management and the marketing of the resorts, while NH would maintain operational management. The first complexes in Europe were scheduled to open during 2019.

The American group planned to market three hotels with the AMResorts brand in Lanzarote, Fuerteventura and Mallorca from 2019. These hotels are owned by Hesperia and are managed by NH.

“The resorts will be brand conversions of existing hotels, which will be remodelled to adopt the standards of the AMResorts brands with which they will operate,” the companies indicated at the time.

Also, the alliance envisaged a greater partnership when evaluating “additional opportunities for conversions and new constructions,” that would allow the expansion of AMResorts in Europe and NH to extend its footprint in vacation resorts.

However, Minor’s participation in NH has put an end to the agreement.

The Thai group controls 1,75516,807 shares of NH, equal to 44.75% of the share capital of the Spanish firm and has launched a takeover bid for the rest, although it intends to control between 51% and 55% of NH and keep the group listed.

Alternatives

After the takeover by Minor, NH contracted Bank of America Merryl Lynch to evaluate the offer and look for alternatives.

So far, no white knight has appeared at NH’s door, except for Hyatt, which, despite having expressed interest in the Spanish network, has ruled out a counter-takeover bid, believing that the operation has little prospect of success with Minor controlling more than 44% of its capital.

The Thai group’s bid was accepted by the CNMV on July 19. After the approval of its shareholders and once the market’s supervisory body approves the deal, Minor expects to complete the transaction in October 2018.

Original Story: Expansion – Rebecca Arroyo

Translation: Richard Turner

 

Blackstone Will Pay Azora €224 million Following Termination of Contract

10 August 2018

Follows its successful takeover bid for Hispania.

The North American fund, through its subsidiary Alzette Investment, will terminate its contract with Hispania’s current asset manager. According to the agreed terms, Azora will be indemnified in the amount of €224.4 million, corresponding mostly to “success fees.” Blackstone had already announced its intention to grant the management of the hotels to HI Partners, its hotel management company.

Following the success of the Blackstone Group’s takeover bid for Hispania through its subsidiary Alzette Investment, announced at the end of July, the company announced the termination of its management contract with the Azora through a notice to the National Securities Market Commission (CNMV). The early termination will result in an indemnity that will exceed 224 million euros.

Hispania communicated Alzette’s decision to terminate the management contract between the Company and Azora Capital, signed on February 21, 2014. The conditions are set in the ‘Termination Letter’, according to which the company entitled to the “collection of the following fees for early termination under the Management Contract: (a) €33,698,143, equivalent to the amount of the base fee that would have corresponded to keeping the Management Contract in force until the end of its contractual term, and (b) €190,832,528 corresponding to success fees (performance fees) calculated in accordance with the Management Contract in the event of a change of control of the Company.”

As reported by Hosteltur tourism news, Blackstone plans to maintain Hispania’s assets, while changing the manager. In June, the American fund stated in its takeover bid, which provided details regarding technical aspects as well as the company’s proposed strategy after assuming control of the socimi, that it planned to control the hotel assets through an unlisted company, entrusting the hotels’ management to a subsidiary, HI Partners, and that it would terminate the company’s contract with Azora, which it has been managing Hispania’s assets for the past years.

Also, Alzette and the management company have agreed that Azora will continue cooperating temporarily with the Company ” to ensure an orderly transition after the completion of the takeover bid”.

Alzette has undertaken to present the terms of the Termination Agreement to the Board of Directors of the Company for its submission to the General Shareholders’ Meeting, which must be held no later than September 30, 2018, and to vote at said General Meeting in favour of the approval of said termination agreement for subsequent subscription by the Company.

Original Story: Hosteltur

Translation: Richard Turner

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

Several Funds Acquire/Increase their Stakes in Hispania in the Midst of Blackstone’s Takeover Bid

11 June 2018 – Expansión

Blackstone’s takeover bid for Hispania has placed the Socimi firmly on the radar of investment funds. Since April when Blackstone announced its intention to launch a public share acquisition offer (OPA) for the Spanish Socimi, there have been continuous changes in the shareholding structure.

In terms of the funds who have been active, Fidelity has continued to back the company and has strengthened its stake to 9.64%. Prior to the takeover bid, the company’s stake remained at just over 7%.

Fidelity is the second largest shareholder of Hispania, behind Blackstone, which, after purchasing the stake owned by the Hungarian-born magnate George Soros, leads Hispania’s shareholder ranking, with a 16.56% stake.

Another one of the Socimi’s shareholders that has strengthened its weight since the takeover is Axa Investment Group, which now controls 4.14% compared to 3% before the takeover bid, and Bank of Montreal and BlackRock, which currently hold stakes of around 4.1% each, compared with 3.01% and 3.3%, respectively, that they used to control.

These shareholders constitute the hardcore nucleus of the company’s owners, together with the Mexican firm Canepa, which holds almost 6% through Tamerlane, and the Brazilian family office BW Gestao de Investimentos (BWG) with 3.7%.

New shareholders

In addition to the reference shareholders who have taken positions, Blackstone’s interest in Hispania has led to new interest from other shareholders.

The Norwegian fund, through its manager Norges Bank, has appeared to acquire 1.09% of the Socimi; Man Group, one of the largest hedge funds in the world, has bought 1.27%; and Kite Lake Capital Management has purchased 1.56%.

Blackstone’s takeover bid for 100% of Hispania at a price of €17.54 per share means that it is valuing the Socimi at €1,905 million. Hispania used to have a market capitalisation of €1,903 million and its shares closed trading on Friday at a price of €17.68 per share, slightly above the takeover price.

After Blackstone launched its takeover, Hispania’s Board of Directors engaged Goldman Sachs, UBS and JPMorgan as financial advisors and Freshfields and Uría Menéndez, as legal advisors, to analyse the terms of the offer and look for alternatives.

Expressions of interest

In a conversation with analysts in May, during the presentation of the group’s results, Cristina García-Peri, Director-General of Hispania, classified Blackstone as a “plausible” buyer, but she emphasised that other investors have been “very interested” in the Socimi and its hotel portfolio.

The American investment fund’s offer, whose brochure is pending approval by Spain’s National Securities and Markets Commission (CNMV) is conditional upon obtaining at least 50% plus one of the shares in Hispania. Moreover, the takeover is subject to a clause that prevents the sale of assets for an aggregated transaction value of more than 5% of the NAV (net asset value) (…).

Original story: Expansión (by Rebeca Arroyo)

Translation: Carmel Drake

Deloitte: 173 New Hotels will Open in Spain Between Now and 2021

9 June 2018 – Expansión

The tourist boom and interest in the real estate sector have boosted the hotel segment. So far this year, operations amounting to €2.4 billion have been closed and an acceleration is forecast for the coming months.

Spanish hotels are standing out as one of the most sought-after assets for investors in the real estate market. The tourism boom in Spain, which recorded its fifth consecutive record year in 2017 with the arrival of 82 million international visitors, coupled with the property boom, caused hotel investment to reach maximums in 2017 of almost €3.1 billion. Moreover, the commitment from investors to these assets will allow that figure to double this year.

According to data from the Hotel Property Handbook, compiled by Deloitte, to which Expansión has had access, €3.1 billion was transacted in the segment last year, which represents an increase of 44% YoY and accounts for 22% of all the investment activity undertaken in Europe, placing Spain at the head of the investment ranking behind only the United Kingdom, which accounted for 29%.

During the first five months of this year, more than €2.4 billion has been invested, which will be added to operations currently under negotiation amounting to around €4.2 billion, which are expected to close over the coming months, according to the study.

“So far this year, we have transacted an investment volume almost as high as that signed during the whole of last year. The private equity funds are proving to be the main stars of the activity, which may even double the figure recorded in 2017”, said Javier García-Mateo, Partner at Deloitte Financial Advisory.

Loans

That is in addition to the strong appetite from traditional Spanish credit institutions to finance hotel properties, due to the momentum of the sector. Their financing spans projects under development, including remodellings, repositionings and developments. In this sense, the most active banks in terms of senior lines of credit for these assets are CaixaBank, Santander and Sabadell.

Investors are betting on mega-operations and the creation of large portfolios, which will allow them to have a diversified business and gain bargaining power over tour operators.

This trend comes in addition to the interest from Asian players in hoisting their flags in Spain. For example, the emergence of the Thai group Minor in NH Hotel Group, which has reached an agreement to purchase HNA’s stake in the Spanish hotel chain and is studying a takeover bid for 100% of the company.

In this context, the large hotel groups have taken advantage of the boom years to invest in improvements in their asset portfolios although there is still a long way to go. The opening and renovation of hotels consolidated itself in 2017, with activity involving 74 hotels and 12,500 rooms, reaching cruising speed following a significant recovery in 2015 and 2016, with projects in 120 hotels and almost 17,300 rooms.

Over the next five years, investment in work to adapt the hotel stock is expected to amount to €2.2 billion.

According to the report, 65% of the hotel stock in Spain is obsolete, with an average age of more than nine years, which makes investment in capex the main priority if operators are to handle the competitive pressures and achieve better margins.

“The strong growth in tourism in Spain contrasts with average rates that are still excessively low in the holiday segment. The renovation of obsolete projects, combined with the arrival of international operators, will allow the repositioning of an offer that ought to compete on quality rather than quantity”, explains Viviana Otero, from Deloitte Financial Advisory.

By region, the Canarian archipelago, Andalucía and the Balearic Islands are the regions that require the greatest capex spending, accounting for almost 68% of the total.

This effort has contributed to an improvement in the main performance ratios of hotels. According to Deloitte, revenues per available room (RevPAR), one of the main profitability indicators, grew by 10% last year.

New openings

The strong performance of the sector also accounts for the new promotions and project renovations underway. Over the next four years, 173 hotels are expected to be opened in Spain containing almost 30,000 rooms. “53% of those will be new projects and 47% will be renovations. It is worth highlighting the importance that rebranding is gaining as a defensive strategy against the alternative destinations of Greece, Turkey and Croatia, said Patricia Plana from Deloitte Financial Advisory.

In terms of challenges facing the sector, the report highlights the saturation of certain destinations in the summer and the problems of co-existence alongside local residents in those regions, as well as the recovery of competitor countries in Southern Europe and the rise of holiday rentals boosted by collaborative economy platforms such as Airbnb.

Original story: Expansión (by Rebeca Arroyo)

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

Elliott & Minor Enter the Bidding for HNA’s Stake in NH

30 May 2018 – Expansión

The bidding to acquire the stake owned by the Chinese holding company HNA in NH is entering the home stretch. The Asian giant has set this week as the deadline for the receipt of binding offers for its 29.5% stake in NH, which will be diluted to 25.5% following the execution of the hotel chain’s convertible bonds that are currently in circulation.

The investment funds that have made it to the final round are Lone Star, which has joined forces with the US hotel chain Hyatt to launch its offer, as well as Apollo and Elliott, who have also expressed their interest. Meanwhile, Starwood Capital and Blackstone, which both analysed the operation, have been excluded from the process.

The offers from the funds fall in the range of between €5.50 and €6.00 per share, according to market sources. Yesterday, NH’s share price closed at €6.39. Other sources explain that the funds have signed a standstill with the company so as to not exceed 20% in NH following the operation and whereby avoid having to launch a takeover bid for 100% of the entity at a low price.

These funds have also been joined by the Thai hotel chain Minor, which last week acquired €30 million of Oceanwood’s shares, representing 8.6% of NH, for around €190 million. The agreement includes a pact whereby the manager concedes Minor the right to exclusively negotiate the purchase of the rest of its stake in NH, which, after the bond conversion, will amount to 9.5%.

If it were to acquire all of HNA’s stake, Minor would clearly exceed the 30% threshold that would oblige it to launch a takeover bid for the entire company. In that scenario, the Thai group, whose shares are traded on the Hong Kong stock market, would have a number of alternatives: sell some of its stake on the market, buy fewer shares from HNA or request permission from the shareholders to launch a takeover bid (…).

Original story: Expansión (by Rebeca Arroyo)

Translation: Carmel Drake

Criteria to Make a Decision Regarding the Remaining 49% Stake in Saba on 24 May

23 May 2018 – Expansión 

Tomorrow (Thursday 24 May), the Board of Directors of Criteria, the investment arm of La Caixa, will make a decision regarding the future of Saba, the parking lot group of which it is a controlling shareholder, with a 51% stake. Criteria must decide whether to purchase the remaining 49% share capital currently in the hands of KKR, Torreal and ProA Capital or, by contrast, accept an offer for the purchase of 100% of the company chaired by Salvador Alemany.

According to sources close to the operation, Criteria’s position will be to emerge as the buyer, once the economic estimate of the asset has been made known, whose valuation ranges between €1.2 billion and €1.4 billion.

The investment by La Caixa’s industrial holding company will put an end to the period of uncertainty that the company has been experiencing since Torreal (20%), KKR (18.5%) and ProA (10.5%) agreed to sell their combined 49% stake in a coordinated way more than a year ago. Saba’s minority shareholders have forced this outcome. According to the shareholders’ agreements, the drag-along clause was activated in May, which means that any of the shareholders may require the sale of 100% of the company. KKR, ProA and Torreal notified La Caixa of their intention to find a buyer. According to sources consulted, Criteria has expressed its willingness to buy at the estimated prices. Several funds have also expressed their interest in Saba. As Expansión revealed in November 2017, Arcus was one of the first funds to propose an agreement. In the market, sources also point to Macquarie, which purchased Empark last year.

For Criteria, which has declined to comment, the investment in Saba would represent its first major buy-side move since it sold 10% of Gas Natural Fenosa to the fund GIP in 2016 for around €1.8 billion and following its exit this month from Abertis, after accepting the joint takeover bid presented by ACS and Atlantia. For its 18% stake in the highway group, Criteria has received more than €3 billion, which it will use to fund new investments.

The conversations have accelerated in recent weeks to the point that Saba had to postpone its General Shareholders’ Meeting. Originally, it had been convened for 9 May, but it has been postponed until 12 June pending an agreement between the shareholders.

Original story: Expansión (by C.M., M.P.L. and A.Z.)

Translation: Carmel Drake

Starwood & Carlyle Bid for San Fernando Business Park (Madrid)

11 May 2018 – Expansión

One of the major real estate operations of the year in the office segment is entering the home stretch.

The US fund Oaktree, which engaged the real estate consultancy CBRE to coordinate the sale of San Fernando Business Park, has been receiving binding offers for this office complex, located in San Fernando de Henares, in the east of the Community of Madrid.

The international investors that have expressed their interest in the asset include the investment fund Starwood Capital and the private equity firm Carlyle, both of which have submitted binding offers and so entered the final round of bidding for the business park.

Oaktree acquired the San Fernando Business Park three years ago, when the US fund purchased a portfolio of unpaid debt worth €750 million from the German bad bank FMS Wertmanagement (FMS WM), which included, in addition to the office complex: luxury hotels, such as the Arts Hotel in Barcelona and another establishment in Cascais (Portugal); five shopping centres, including two in Madrid (Plaza Éboli and Heron City Las Rozas); several storeroom buildings; and other residential and industrial assets.

San Fernando Business Park comprises 13 buildings and spans a total surface area of 86,000 m2, as well as 2,500 parking spaces.

Moreover, the business complex boasts 40,000 m2 of green space and recreational areas. San Fernando Business park is accessible directly from the A2, M45 and M50 motorways and its onsite facilities include a gym, banks, a children’s nursery, meeting rooms and an auditorium.

Office market

As we wait to see how the sale of Hispania’s office portfolio pans out, which is worth almost €600 million but which is up in the air due to the takeover bid (OPA) that the US fund Blackstone launched for the Socimi, the purchase of San Fernando Business Park looks set to be one of the most important operations of the year in the office segment.

Investment

Last year, investment in the office segment amounted to €2.3 billion, less than half the previous year, due to less activity by the Socimis, a shortage of supply in good locations and the challenge for investors to find the desired returns.

So far this year, investment in the office segment has accounted for 42% of the total transacted volume, reaching €1.72 billion, given that the figure includes Colonial’s takeover of Axiare, which was successfully closed in February and which has caused the investment figure to soar.

More than 600,000 m2 of office space was leased in Madrid last year, which represents the best figure in the last decade, whilst in Barcelona, 345,000 m2 of office space was leased during the same period.

Original story: Expansión (by Rebeca Arroyo)

Translation: Carmel Drake

Blackstone Formalises its “Hostile” Takeover Bid for Hispania

23 April 2018 – Valencia Plaza

Blackstone has submitted to Spain’s National Securities and Exchange Commission (CNMV) its request for authorisation for the takeover bid that it has launched over the Socimi Hispania, an operation worth €1.905 billion, which would see the US fund become the largest hotel owner in the country. The supervisor must now analyse whether the bid is admissible and, in the event that it deems that it is, assess the documentation for its approval. Only then will the period be opened for acceptance of the deal by the shareholders.

In this way, Blackstone has formalised its takeover bid for the hotel Socimi that it announced on 5 April, after it purchased 16.5% of the share capital from the investor George Soros and whereby became the company’s largest shareholder. The bid is effectively directed at the 83.5% of Hispania’s share capital that the fund does not yet control, by offering €17.45 per share, which brings the operation value to around €1.59 billion.

In the documentation submitted to the supervisor on Monday, Blackstone did not include any bank guarantee to secure that amount, although it did state that it would present such a guarantee within a period of seven working days that it has for that purpose. The consideration being offered by the fund represents a discount of 5.6% with respect to the share price of €18.50 at which Hispania was trading before the operation was announced publicly.

Blackstone is formalising the takeover bid after Hispania announced that it regarded the approach as hostile and that it will look for “alternatives” to the operation that improve the price proposed and, therefore, “maximise” value. The Socimi chaired by Rafael Miranda is pushing ahead with its intention to look for other options to the bid, given that prior to its formulation, and before it announced its intention to liquidate its assets by 2020, the firm had received expressions of interest from around half a dozen overseas investors.

For its part, Blackstone is looking to create a hotel asset ‘giant’, given that this deal would see it become the largest owner of this type of establishment in the country. The fund would add the 46 hotels that comprise the Socimi’s portfolio, most of which are located on the islands and in the main tourist areas of the country, to the fourteen establishments that it purchased last year from one of Banco Sabadell’s companies (HI Partners). Currently, and following the departure of Soros, Hispania’s main reference shareholders are overseas funds, including Fidelity, which owns a 7% stake, Conepa with 6%, and Bank of Montreal and BlackRock, with 3% each.

Original story: Valencia Plaza

Translation: Carmel Drake