Following two failed auctions in 2012 and 2013, FROB’s Governing Committee awarded Alantra the contract for the sale of Catalunya Banc. Catalunya Banc was Spain’s fourth largest savings bank, founded in July 2010 after the merger of Caixa Catalunya, Caixa Tarragona and Caixa Manresa, with consolidated assets worth €81bn and over four million customers. During 2011 and 2012 Catalunya Banc received a total of €12bn capital investment from the Spanish government’s Fund for Orderly Bank Restructuring (FROB). As a result, the bank was effectively nationalized in 2011, increasing the FROB’s ownership to 89.74%.

“We designed an innovative structure with multi-layered benefits to sell Catalunya Banc: The carve out of the residential loan portfolio exposure and the subsequent sale of the rest of the bank”

Alantra’s Credit Portfolio Advisory (CPA) and Investment Banking teams set to work. We designed an innovative structure with multilayered benefits to sell Catalunya Banc: The carve out of the residential loan portfolio exposure and the subsequent sale of the rest of the bank. This was a complex transaction which involved a collaboration between our CPA, banking and real estate M&A teams, which played to our strengths in the mid-market. We conducted a two-stage process:

  • Stage one: Sale of the residential loan portfolio to Blackstone. This was one of the largest mortgage portfolios in Europe at the time with a face value of €6.5bn. Our team segmented it to account for the delinquency status of the credits between performing loans, worth €2.5bn, sub-performing loans, worth €1.1bn and non-performing loans, worth €1.3bn. The consortium, formed by Blackstone, offering €3.6bn, and FROB, offering €600m, was selected as the final buyer of the portfolio.
  • Stage two: Sale of the healthy bank to BBVA. The strategy created by Alantra’s team significantly improved the bank’s balance sheet ratios and created more flexibility in the restructure process including the size of the balance sheet, reducing dependence on the European Central Bank (ECB) and increasing efficiency which ultimately reduced the risk of the bank failing. Furthermore, this part of the project resulted in greater competition and therefore a better outcome in both sale processes, of the residential loan portfolio and the healthy bank. We had more than 40 candidates interested in the loan portfolio and the sale of the bank attracted greater interest as a result, as a better-balanced entity.

Further, BBVA had been through two failed sales processes in 2012 and 2013, before acquiring the bank in 2014 for €1.2bn with Alantra advising the process. The sale was also unusual in that it needed less state aid than a traditional asset protection scheme (APS) process. And the aid that was given resulted in a positive net price and a loss cap in the worst-case scenario, the latter being unusual for traditional APS.