16
CONSOLIDATED
MANAGEMENT REPORT
After the capital increase, the shareholder structure of the Parent Company is as follows:
This strategic agreement establishes a framework for creating a “joint venture” between the groups, with the main purpose of setting up a hotel business
in China, one of the world’s fastest growing markets, in partnership with a local group, a leader in the tourist industry. This alliance is a great opportunity
to diversify the operations of NH Hoteles.
Both groups have also established an agreement to work together on marketing the Group’s hotels in the Chinese market and to become the number
one choice for HNA travellers. The goal is to increase the flow of Asian customers to NH hotels, thereby diversifying costumers in terms of their country
of origin.
b) Request to obtain the conformity of syndicated financial institutions
NH Hoteles’ request to its lenders to amend the syndicated financing agreement of 29 March 2012 did not obtain the required unanimity, since the terms
accepted by 30 lenders representing 96.871% of loans were rejected by one lender with a share of 3.129%, which demanded additional conditions that
would have seriously compromised the viability of the NH Hoteles business plan.
c) Agreement with HPT
On 27 February 2013, the Board of Directors of the Parent Company agreed to sign a non-binding agreement of intent for a series of hotel transactions in
Latin America, the US and Europe, with Hospitality Properties Trust (HPT), an American real estate investment trust (REIT).
The Group would sell five hotels (804 rooms) in Latin America (Mexico, Colombia, Uruguay and Chile) to HPT for approximately US $70 million, while
continuing to manage them under long-term contracts with an initial duration of 20 years, with a renewal option. The Group is not expected to incur any
capital losses as a result of this transaction.
HPT would be granted the option of setting up a “joint venture” with NH Hoteles to acquire 100% ownership and to carry out a complete renovation of
the NH Jolly Madison hotel in New York. Once the refurbishment is complete, NH Hoteles and Sonesta International Hotels, Inc. will be jointly responsible
for managing and marketing the hotel.
Failure by the syndicated banks to achieve the required unanimity will prevent the Group from carrying out all the operations with HPT under the terms
originally conceived in the agreement of intent.
d) Subsequent measures
As of 30 April 2013, lenders representing more than two thirds of the total outstanding loan agreed, on 31 December 2012, to waive the Group’s obligation
to fulfill with the financial ratios set forth in the syndicated loan agreement. It plans to pay its debt to lenders in accordance with the original schedule of
the aforementioned agreement in part with the capital investment paid in last week by the HNA Group, in part by expanding the asset sale process, and
also through new capitalisation and financing transactions. It is confident that these operations will restore the financial equilibrium and profitability of
the Group.
1
Source: Acording to company knowledge, the company’s Annual Corporate Governance Report 2012 and disclosures made to the National Securities Market Commission (CNMV).
2
It includes the direct shareholdings of Bancaja Inversiones, S.A., Corporación Financiera Caja de Madrid, S.A. and Sociedad de Promoción y Participación Empresarial Caja Madrid,
among others.
Number of direct
voting rights
Number of indirect
voting rights
Total percentage of
voting rights
Shareholder
(1)
%
Grupo Inversor Hesperia, S.A.
61,870,383
-
20.070
HNA Group Co., Ltd.
-
61,654,358
20.000
Tangla Spain, S.L.U.
61,654,358
-
20.000
Banco Financiero y de Ahorros, S.A
(2)
-
38,833,834
12.597
CK Corporación Kutxa-Kutxa Korporazioa, S.L.
15,413,673
-
5.000
Kutxabank, S.A.
-
15,413,673
5.000
Bancaja Inversiones, S.A.
13,955,675
-
4.527
Intesa Sanpaolo, S.P.A.
5,791,685
8,148,802
4.522
Hoteles Participados, S.L.
13,385,269
-
4.342
Amancio Ortega Gaona
-
12,512,971
4.059
Pontegadea Inversiones, S.L.
12,512,971
-
4.059
Caja de Ahorros y Monte de Piedad de Zaragoza, Aragón y Rioja (Ibercaja)
-
12,432,716
4.033
Ibercaja Banco, S.A.
12,432,716
-
4.033
