Valad loses chance to manage distressed Uni-Invest CMBS; subordinated noteholders likely to be wiped out

Valad has lost the chance to manage out the distressed Dutch property company Uni-Invest.

In Amsterdam this morning, one class  – the As – of four classes of noteholders voted against accepting Valad’s consensual restructuring proposal for the Dutch company which carries €603m of remaining securitised debt against 203 secondary office and industrial properties which have plunged in value.

As expected the class Bs, Cs and Ds all voted in favour of Valad’s proposal which would have left the CMBS structure in place and given the subordinated noteholders the possibility of recouping some of their principal.

But the proposal needed 75% of each class to vote in favour to be carried.

A rival proposal from Patron Capital and TPG is now likely to be implemented instead. The vote – by the class As only – takes place today.

This rival bid, which the partners had been working on for over a year, proposes a credit sale which will see the three subordinated classes of bondholders wiped out. The class As will receive a 40% payback of their outstanding €359m of bonds, worth €144m, immediately, and a higher coupon on their restructured outstanding debt.

The required voting in favour of TPG/Patron’s credit option is 75% of quorate class As. If it is not voted through today, the bondholders, special servicer Eurohypo and advisor Cairn Capital will back to square one – dubbed by the CMBS fraternity, a zombie.

Jane Roberts, editor

TPG Capital expands London real estate team

Krysto Nikolic, a former vice president at AREA Property Partners, has joined TPG Capital’s expanding London real estate team.

Nikolic started at TPG this week as a vice president working with TPG principal Anand Tejani.

Private equity firm TPG has ambitious plans to become a force in Europe. It is working with Patron Capital on a bid to take over the management of distressed Dutch property company Uni-Invest. Uni-Invest’s bondholders vote next Tuesday on whether to back the Patron/TPG proposal or an alternative from rival Valad Europe.

Tejani is leading TPG’s work on Uni-Invest alongside Patron’s Laurens Feleus.

At AREA, Nikolic was involved in the firm’s acquisition and structuring of stakes in two UK vehicles managed by Capital & Regional: The Junction retail park fund and the X-Leisure fund.

The Junction’s investors have appointed Cushman & Wakefield and Morgan Stanley to advise on the fund’s future, including a potential sale of the c£300m of assets.

Jane Roberts, editor

 

Banks get breathing space, but debt sales will pick up, hears real estate finance conference

Things were getting sticky again for banks late last year, but it seems the €1tn or so of cheap money sloshed out by the European Central Bank in its recent LTRO operations has given them a breathing space.

At the Commercial Real Estate Finance Council Europe’s two-day Spring conference, held last week at K&L Gates’ spanking new St Paul’s headquarters, lenders like HSBC’s Matt Webster and Lloyds‘ head of corporate real estate Richard Heath, said the cheap, three-year finance had relieved banks’ funding pressures, at least in the short term.

But the debt buyers attending, who included Lone Star and Blackstone, as well as banks seeking to lend to debt buyers, such as Goldman Sachs and Deutsche Bank, were all hoping the release of pressure on banks wouldn’t slow down deleveraging too much. Deutsche Bank’s Don Belanger was just one who wanted to see more. There were four non-performing loan portfolio sales in the market in October, which was more than we had seen at any one time in the previous three years”, he said. “Now they have all gone through the process there haven’t been any new, large portfolios for sale. The frustration for a lot of us who are buying or financing these portfolios is they are not coming out quickly”.

One of the big four accountants present at the conference is advising a number of banks that need to shrink balance sheets, particularly in Ireland and Spain. This firm’s director of portfolio solutions pointed out that it takes time to prepare these portfolios, and said his team is being invited to pitch, so there will be more. Nevertheless, a refrain over the two days was that the bid-ask spread, between banks and prospective buyers, is still too wide and is holding up deals.

Speakers from RBS in particular were clear that they viewed private equity buyers’ cost of capital as usually too high and, with the safety net of the Asset Protection Scheme, said the bank is not under pressure to sell at a loss. They pointed out that RBS also has the option to sell assets to its West Register vehicle, which gives the bank a floor on price.

However, the handful of institutional buyers with a lower cost of capital who were there, like M&G Investments, said they are hunting for performing loans rather than non-performing loan-to-own portfolios with angles.

There was advice from various quarters about packaging loan sales to get the best possible price: ensure the documentation is clear – but not overwhelming in quantity – said James Katchadurian of US firm EPIQ which advised on the due dilligence for the sale of Anglo Irish’s US book. Vendor financing also helps sharpen the pencil, several speakers added.

The availability of finance, stapled or otherwise, was the conference’s other hot topic. There was agreement that debt is available for good quality property and from a select band of international banks for loan portfolios; but not for the secondary property underpinning the wall of maturities.

This may change for the better as more shadow banks and insurance groups aggregate capital and get set up to invest in debt, thus introducing some competition and improving liquidity a bit. Everyone felt this time was creeping closer, but that the disintermediation of the banks will continue to be slow (one side issue raised was: how will these newcomers, which are not banks, be regulated? How uneven will the playing field be in future?).

In the meantime the cost of borrowing will continue to rise – and in the UK, slotting will push it up further the UK banks present said. No wonder the new investors are in no hurry.

See April’s issue of Real Estate Capital, out on Monday 23 April, for a full conference report

Jane Roberts, editor

Commerzbank confirms it will resume UK property lending as part of €25bn core book

Eurohypo’s parent Commerzbank will resume UK property lending in the second half of 2012.

Commerzbank announced today that it was creating a core unit for commercial real estate finance which would lend in Germany, the UK, France and Poland.

All other real estate lending and all public finance lending will be transferred to a non-core unit and wound-down.

The new core unit will have a target maximum total book of €25bn for real estate and will be allowed to write up to €5bn of new property business a year in total across the four core markets. These targets will be in place until 2015 when the inference is they might be reviewed.

It is expected that about €1bn of the €5bn could be in the UK, which suggests a resumption of lending at similar levels to the last couple of years – and as such will be good news for the UK property market.

The Eurohypo brand will disappear but be continued “for the time being” with the new company name announced “at a later point in time”. The reduced core business will be gradually transferred to Commerzbank and the new unit will replace the existing unit at the bank called Asset Based Finance. This new unit will include core shipping and asset management and leasing, in addition to the real estate book.

The changes are at the instigation of the European Commission which had originally wanted Eurohypo to be run down and sold. Martin Blessing, chairman of the board of managing directors of Commerzbank said: “The amended conditions of the EU Commission are challenging, but acceptable. We will consistently continue with the chosen course of a reduction in the Eurohypo portfolios. The objective is that of continuing a small, lower-risk area of the commercial real estate business in Commerzbank”.

Jane Roberts, editor

 

Crunch-time for noteholders of distressed Uni-Invest deal

The future of troubled Dutch property company Uni-Invest will be decided on 17 April when noteholders who control the company vote on two proposals.

Depending on the outcome either Patron Capital with TPG, or Valad Europe, will be managing the portfolio of 220 secondary and tertiary Dutch industrial and office assets which were securitised in the Opera Finance (Uni-Invest) CMBS.

Special servicer Eurohypo and its adviser Cairn Capital, in consultation with a committee of Class A noteholders, have tabled two options: a consensual restructuring with Valad or a credit sale to Patron/TPG.

The class A noteholders now control Uni-Invest after the CMBS defaulted by reaching legal final maturity last month without repaying (February issue, p4).

The credit sale would see the trustee sell the loan, and the charge over the shares in the company which backs the loan, to Patron/TPG for the cut-off price of the class A notes, €360m.

Patron/TPG would fund the acquisition with equity including a cash payment of 40% of the principal amount of the class A notes and by issuing new notes to the class As who will effectively be providing stapled finance. The subordinated class Bs, Cs and Ds would get nothing.

The consensual deal would leave the deal structure in place offering the class B, C and Ds some hope value. Under a “basic terms modification” the notes would be extended to February 2016 and the class As would be incentivised by boosting their coupon from 17 basis point over Euribor to almost 400bps over.

Coupons for the subordinated notes would be deferred until there is any surplus after paying the class A interest and capex.

Valad would manage the properties in place of the borrower, Silverpeak and Broadcliff which are companies formed by the original Lehman borrower.

The consensual deal needs a 75% vote in favour in each class of noteholders; the credit sale requires 75% of class As only to vote in favour.

The expectation is that either solution would stabilise the assets, providing a clean start and seeing fresh equity put in to the properties to manage them and improve values.

The original quantum of securitised debt was €522m and there was also a €142m junior loan, which was syndicated by Eurohypo to a group of German banks, and which has been wiped out along with the equity.

 

Benson Elliot buys CMBS default assets

Benson Elliot has bought a German housing portfolio out of receivership in one of the first asset purchases from a defaulted German CMBS loan.   The private equity group bought 3,000 TOR portfolio homes out of the defaulted CMBS loan, directed by special servicer Hatfield Philips International and receiver Ernst & Young.

“This is one of the first portfolios we’ve seen where CMBS has been resolved in this way by the special servicer, through an auction process”, said Benson Elliot senior partner Trish Barrigan.

Over 60% of the  80 properties in the TOR portfolio are in Berlin. The loan’s principal balance was €187n, but the price Benson Elliot paid hasn’t been revealed. “These are very complex transactions. A number of factors besides pricing lead  special servicers to chose the parties to take it forward”, Barrigan said.

She cited Benson Elliot’s track record in buying assets out of receivership, and its 2010 investment in the 700-home Silvertower Berlin portfolio. “Our ability to execute that in a timely manner made us an interesting buyer”, Barrigan said.  Landesbank Berlin is providing the debt for the purchase.

“We have been looking at the residential sector in Germany for some time. It’s an attractive investment class because prices are rising from what has been a very low base”, said Barrigan. “With our active management strategy, we should be able to increase the rental value and occupancy to create additional value out of residential portfolios.”

The TOR portfolio was part of the holdings AIM-listed Speymill Deutsche Immobilien’s assembled in 2006 and had been financed in 2007 with a CMBS loan in the €667.7m MESDAG (Charlie) issuance. It was put into special servicing with Hatfield Philips after defaulting in November 2010.

Palatium duo join Cordea Savills to set up property debt platform

Former Palatium directors Keith Davidson and James Tarry have joined Cordea Savills to establish a European property debt business.

Justin O’Connor, chief executive officer of Cordea Savills said the Davidson and Tarry will work closely with the team who will invest capital raised for the Prime London Residential Development Fund. The fund will make mezzanine loans to developers as part of its strategy.

Davidson and Tarry will also create investment vehicles to provide new investment finance, potentially including originating senior debt, or to acquire existing finance arrangements at attractive risk-adjusted rates of return.

O’Connor said that investment firms now “needed to have specialist debt skills as a fundamental requirement because investors want the best risk-adjusted returns and debt can offer that.  We have treasury experience on the borrowing side, but in addition we need lending as well as borrowing experience”.

He said that Davidson and Tarry would also advise across the business “on the optimum ways to manage debt exposure. In an environment where every 10 basis points is important for returns, we are asking: ‘what is the optimal debt/equity structure?’”.

Davidson, previously managing director at Palatium, and Tarry, formerly a director, will be co-heads of debt investment.

They joined Palatium Investment Management, run by Paul Rivlin and Neil Lawson-May, from Citi’s property debt group in 2008, to help launch a European mezzanine fund, but debt-raising proved tough at the time.

Instead, Palatium set up Tonnant, a fund which invests in CMBS, and also manages Glastonbury Finance 2007-1, a £355m real estate CDO.

Prior to that, they were both at Eurohypo.

Cordea Savills hopes to reach a first close for the Prime London Residential Development Fund next month.

Jane Roberts, editor