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Newsletter | Financing and Restructuring - July 2018

Cuatrecasas

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European Union July 24 2018

Financing and

Restructuring 

July 2018 

Cases and transactions 

> AVENUE EUROPE: Acquiring Rocersa and restructuring

debt 

 

> AGO RA transaction, Sale of NPLs 

 

> ZIP transaction: Purchase of NPLs 

 

>

Hotel financing in Mexico 

 

>

FLUIDRA: Registration of new commercial paper 

 

program 

>

Boom in financing of renewable energy projects 

 

>

Direct lending as alternative financing 

 

> Cuatrecasas: one of main firms in Chambers and IFLR 

 

> Cocktail event in London with credit and distressed 

 

debt fund representatives 

Legislation 

>

Regional legislation on the right to housing 

 

Case law 

> Credits arising from single swap are insolvency 

 

prepetition claims 

>

Credit outstanding after privilege implementation 

will 

 

be classified in line with its very nature 

Dation in payment implemented after communication

of article Sbis of Insolvency Act cannot be canceled 

 

>

Requirements for claiming Joans with no return date 

 

>

Supervision of financing institutions is not de facto 

 

directorship 

Administrative doctrine 

>

Issuing enforceable copies for mortgage credit assignee 

 

Our articles 

>

Spain: Secured NPL sales boom 

 

> Banking Regulation 2018. Spain 

 

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Cases and transactions 

their essential role in financing the economy and

supporting its growth. 

AVENUE EUROPE: Acquiring Rocersa and

restructuring debt 

In the framework of this transaction, a detailed

study was carried out on the changing legal doctrine

and on the Spanish general civil law and regional law

on credit assignments. 

Cuatrecasas advised a group of funds that manage Avenue Europe on acquiring Roig Cerarnica, S.A.

("Rocersa"), a leading manufacturer of ceramic tiles

in the Valencia autonomous region. 

We highlight the technical and logistical complexity

of these kinds of transactions due to the number of

collateral securities, their distribution throughout

Spain, and the changes in the legal nature of the

portfolio's assets that occur from the start of the

sales process and until the transaction is completed. 

This debt-to-equity transaction, which was complex

from a legal and business perspective, enabled the

company's business activity to be viable and to

continue, following insolvency proceedings arising

from a downturn in business during the recession;

the company needed to strengthen its debt and

equity structure. 

ZIP transaction: Purchase of NPLs 

Cuatrecasas advised open-ended investment

company AnaCap Financial Europe S.A. SICAVon

the "Zip" transaction, under which it bought­

through a Luxembourg project company- NPL

portfolios owned by Unicaja Banco, S.A. and Banco

Caja Duero Espana, Salamanca y Soria, S.A. 

The Cuatrecasas team structured its work in four

parallel lines of action: (a) acquiring the company's

equity from the founding shareholders; (b)

refinancing the financial debt through the

acquisition of all the company's bilateral loans with 

over 

10 financial institutions; (c) refinancing

working assets, necessary to finalize the sales

process, through the acquiring funds granting a

factoring line of credit; and (d) waiving by the

insolvency administrators of a rescissory action on

guarantees that was pending resolution. After

several months of intense negotiation, the

transaction was successfully completed in all areas. 

The Cuatrecasas team carried out an exhaustive due

diligence of the many real estate assets and loans

making up the portfolios. It also advised on the

hiring of a servicer to manage the assets. 

"Agora" and the other large NPL portfolios sale

transactions on the Spanish market (including, 

recently, "Tribeca," "Egeo," "Sintra," "Beetle," and 

Avenue Europe is part of US investment firm

Avenue Capital Group, a leader in the US, European

and Asian distressed debt markets. 

AGORA transaction: Sale of NPLs 

"Tramuntana") on which Cuatrecasas has advised or

is advising ( either the seller or the buyer), clearly

show the interest of Spanish banks in cleaning up

their balances in line with EU directives, and the

great interest of international investors in Spanish

assets. 

Cuatrecasas advised CaixaBank, S.A. on the "Agora"

transaction to transfer a large NPL portfolio to a

foreign investor. 

Hotel financing in Mexico 

The Cuatrecasas office in Mexico City recently

participated in two of Mexico's most important real

estate financing transactions. We advised

Caixabank, S.A. on refinancing the Banyan Tree

Mayakoba and the Four Seasons hotels, which

belong to the RLH Properties fund. These are two of 

This transaction comes under the EU's strategy for

reinforcing the Economic and Monetary Union,

particularly concerning the EU guidelines on

reducing risk in the European banking system,

aimed at helping financial institutions to perform 

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the country's most iconic hotels in the five-star

category, located at Playa del Carmen and Mexico

City respectively. 

irrigation, and water treatment and purification in

residential, business and public areas. Recently,

Fluidra carried out a cross border takeover merger

with US group Zodiac, thus creating a global leader

in the swimming pool sector. 

The two transactions were successfully managed by

Caixa bank, S.A.'s recently created "Hotels &

Tourism" group, which shows the bank's interest in

the hotel sector. 

Boom in financing of renewable energy

projects 

RLH Properties is a listed fund currently in an

expansion phase that has an large portfolio of top

hotel assets in Mexico. 

These transactions show the growing interest of

Spanish financial institutions in participating in

financing transactions of prime assets in Mexico and

highlight the strength of the sector in Mexico. 

Project finance regains significance due to growing

activity in the renewable energy sector. The

renewable energy production market, particularly

wind production, has been reactivated due to the

recent public auctions that established a March

2020 deadline for implementing the projects

awarded. Cuatrecasas has been advising both the

financial institutions and the developers on the

legal aspects of these kinds of transactions. 

 

  

FLUIDRA: Registering new commercial

paper program 

Cuatrecasas advised Fluidra on registering a new

commercial paper program with the Spanish

Alternative Fixed-Income Market ("MARF"). This is

the second commercial paper program the

company has registered with MARF, proof of its

interest in this alternative stock market. 

This is the case of the recent "Goya" project to

finance the building, implementing, operating,

managing and maintenance of nine wind power

plants in the autonomous region of Aragon with an

installed output of approximately 306 MW;

Cuatrecasas advised the project companies owned

by Mirova, General Electric, Engie and Forestalia. A

syndicate of Spanish banks, with BBVA and the

European Investment Bank as bank agents,

participated in the project's bank financing. The

total investment is supported through a power

purchase agreement, the first of its kind in the

Spanish renewable energy market. 

The new program has a similar structure to the

previous program that expired in June 2018 and

on which Cuatrecasas also advised. Banca March

S.A. and Banco de Sabadell S.A. repeated their

roles of registered advisor and payment agent,

respectively. 

Also in Aragon, Cuatrecasas recently advised a bank

syndicate led by Banco de Sabadell, S.A. on

financing three wind farms with an output of 103

MW. 

The program, with a maximum outstanding

balance of €50 million and in force until June 29,

2019, is aimed at diversifying Fluidra's financing

sources to provide greater flexibility to finance the

group's working assets. The new commercial

paper program will allow the company to issue

these short-term instruments 

over 

the course of a

year from the date of the program's registration. 

Currently, Cuatrecasas is advising the developer in

the "Phoenix" project to finance the building,

implementing, operating, managing and

maintenance of wind farms in the autonomous

region of Aragon with an approximate installed

output of1200 MW, in which is set to be the most

important project finance transaction of the year in

the sector. 

Fluidra is the leading entity of a group of

companies whose main activity is the

manufacturing and marketing of products,

accessories and machinery for swimming pools, 

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Direct lending as alternative financing 

Cocktail event in London with credit funds

and distressed debt fund representatives 

Direct lending. which involves financing by national

and international private investors (usually

specialized funds). is gaining ground in Spain as an

alternative to bank loans. There are opportunities

with high yields for private capital. particularly in

the real estate sector. 

The London office held a cocktail event on June 28,

which was well attended by representatives from

the credit funds. distressed funds and trading

desks of the major investment banks in the City, all

of which have Spain as one of their investment

targets. Among the attendees, representing over SO

institutions. were investment management groups

including Blackrock, Fortress. Oak Hill Advisors and

Taconic Capital Advisors; and investment banks,

including Bank of America Merrill Lynch,

Deutsche Bank- Distressed Products Group and

JP Morgan. 

Cuatrecasas has been advising the companies

financed, investors and debt funds on these kinds of

transactions. A recent and noteworthy example is

the "Felipe" project in which Taconic Capital

Advisors gave financing to project companies of the

Quabit real estate group to acquire land for a new

residential development project. We also advise

other debt funds on an ongoing basis on financing

transactions to buy land, including the deposit for

the developer's loan and the purchase by the

developer of its own debt at a discount to later

refinance it and develop real estate projects.

Recently, we have participated in debt-to-equity

transactions, capitalizing bank debts and

refinancing manufacturing companies. We highlight

that some of these debt funds are themselves

financed through high-yield bond issues. 

There was a relaxed atmosphere at the event as the

participants discussed the current market trends

and opportunities Spain offers for foreign funds.

The event showed that Spain continues to be a

most attractive jurisdiction for foreign investors. In

contrast to traditional strategies. such as loan-to­

own investment and NPL portfolio trading,

investors are seeking alternative formulas for

investing in Spain, including special situations

lending, litigation funding and hybrid debt equity

strategies. 

Lastly. we refer to our participation in the

structuring, as a subsequent financing transaction,

of the direct lending platform incorporated by

OakHill Advisors and Ibero Capital Management to

finance land acquisition and subsequent

development. 

The event also consolidated the firm's considerable

and growing presence in London and its position as

a leading law firm in the credit and distressed debt

funds market. 

 

Cuatrecasas: one of main firms in

Chambers and IFLR 

Legislation 

The Cuatrecasas Restructuring and Insolvency

Practice is one of most recognized on the market, as

seen in the main legal directories, including

Chambers. Legal 500 and IFLR, where it has been

listed as number 1 for several years. Global

Restructuring Review has also recognized the firm

as one of the leaders in the Restructuring and

Insolvency category. 

Regional legislation on the right to housing 

 

Some autonomous regions continue to introduce

legislation on protecting the right to housing that

considerably affects assignments of mortgage loan

portfolios, securitization and real estate sales. 

For example, on May 9, 2018, Andalusian Act

1/2018, of April 26, came into force (i) amending

Andalusian Act 1/2010, of March 8, regulating the 

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right to housing in Andalusia, and (ii) regulating a

right of redemption and pre-emption of the

Andalusian regional government to housing

transferred due to dation in payment or court and

out-of-court mortgage foreclosures, if debt has

expired when the transfer is implemented. 

transaction. The court highlights that it makes

sense to apply this regime when termination of the

netting agreement means settling and offsetting

positions in 

favor 

of and against the parties for all

transactions included in that agreement. 

This eliminates the risk of the insolvency

administration accepting favorable contracts and

rejecting non-favorable ones. 

The specific cases in which housing transfers

subject to the exercise of the right of redemption

and pre-emption regulated in that act will be

defined in a future Andalusian Plan on Housing and

Land. Until that future plan is approved, the right

can be exercised for real estate that meets the

criteria to be considered social housing aimed at

people included in the special protection groups

established in the 2016-2020 Andalusian Housing

and Refurbishment Plan. 

Once RDL 5/2005 regulation was ruled out, the

Supreme Court examined the contract in relation to

the Insolvency Act and clarified that, under the

contract, there are no reciprocal obligations for the

parties but only obligations for one of the parties

during each settlement and, therefore, that the

credits arising from these kinds of contracts must

be classified as ordinary insolvency claims and not

as claims against the insolvent estate, regardless of

whether they are due before or after the insolvency

declaration. Lastly, the court rules out

subordination, considering that it cannot be

compared to interest, even when the contract is

entered into to reduce the risk of the interest rate

of the loan agreement or related credit varying. 

In addition, and also in relation to Andalusia, the

Constitutional Court issued Judgment 32/2018, of

April 12 (ECLl:ES:TC:2018:32), declaring

unconstitutional the first additional provision of

Andalusian Act 4/2013, of October, which

established a temporary expropriation of the use of

housing for individuals in special social emergency

situations, applicable to housing involved in eviction

processes or debt collection proceedings started by

financial institutions, their real estate subsidiaries,

or asset management institutions. This judgment

reflects the criteria applied by the Constitutional

Court recently in relation to a similar regulation in

the Navarre region (Judgment 16/ 2018, of

February 22, ECLl:ES:TC:2018:16). 

The judgments referred to are Supreme Court

judgment 372/2018, of June 20 (ECLI:

ES:TS:2018:2384) and Supreme Court Judgment

306/2018, of May 24, 2018 (ECLI: ES:TS:2018:1897). 

Credit outstanding after privilege

implementation will be classified in line

with its very nature 

Case law 

Credits arising from single swaps are

ordinary insolvency claims 

Supreme Court Judgment 313/2018 of May 28,

2018 (ECLI: ES:TS:2018:2011) analyzes the

following circumstances: in insolvency proceedings,

the dation in payment is authorized for several

properties owned by the insolvent party in 

of

the financial institutions whose credit was

guaranteed with a first-ranking mortgage on those

properties. As a result of the dation in payments,

the liens and encumbrances, which included a

second-ranking mortgage in 

favor 

The Spanish Supreme Court reaffirms its case law

doctrine on the classification in insolvency

proceedings of credits arising from interest rate

swaps. It confirms that the special insolvency

regime established in Royal Decree Law 5/2005

("RDL 5/2005") does not apply to contractual

netting agreements involving a single swap 

of the tax

authorities, were ordered to be canceled. The

insolvency administration requested that the

outstanding tax credit be classified as an unsecured 

favor 

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claim charged against the in rem securities.

However, the tax authorities requested that 50% be

classified as a general preferential claim and the

other 50% as an unsecured claim. The first-instance

court ordered the classification as unsecured; the

court of appeal recognized 50% as a general

preferential claim, subordinate claim for the part

corresponding to the interest and ordinary claim for

the remaining amount. 

submission of the communication established in

article 5bis of the Insolvency Act and a few months

before the insolvency declaration. Later, almost 20

judgments were issued on the same case (other

rights assignments by the same insolvent party over

parking spaces to several creditors to pay the

respective credits); all the judgments state the

same doctrine; see, for example, Supreme Court

judgments 275/2018 and 277 /2018, of May 10,

2018;judgments 307 /2018 and 308/2018 of May 24,

2018; and judgment 328/2018 of May 30, 2018. 

In these cases, the Supreme Court considers that

there is no overlap or duplicity of privileges; it

considers that, once the guarantee has been

foreclosed, the outstanding credit should be

recognized as it is, whether general privilege,

ordinary credit or subordinated credit, i.e., once the

guarantee has been enforced, the general rules for

classifying credits apply in relation to the

outstanding amount, which will be classified in

relation to its nature. In the case examined, 50% of

the remaining tax credit will be classified as a

general preferential claim credit in line with article

91.4 of the Spanish Insolvency Act. 

The important information in the case is as follows:

(i) the credits paid through dations in payment

were due and payable; (ii) the rights were assigned

at double their value, leading to a debt relief over

the credits of approximately 50%; (iii) the

transactions were carried out after the declaration

established in article 5bis of the Insolvency Act in

which the insolvent party had declared to be in an

insolvent state and three months after the

declaration of insolvency; and (iv) the insolvent

party assigned rights on parking lots to other

creditors to pay the respective credits, for a total of

€4,428,600. 

This conclusion is not altered by that stipulated in

article 157.2 of the Insolvency Act, under which

"ordinary credits will be paid on a prorrata basis,

together with the credits with special privilege

where these have not been paid by charging them

against the affected assets and rights." The

Supreme Court emphasizes that this is not a

regulation on the classification of claims and that it

is a payment rule for unsecured claims that must be

understood in the sense that the outstanding

amount will be classified as unsecured if, by nature,

it should not be considered a preferential or

subordinate claim. 

The tax authorities filed an insolvency rescission

action aimed at the dations in payment the

insolvent party had implemented with its creditors

being declared ineffective. In this case, the Supreme

Court concludes that the dations in payment cannot

be canceled. 

The Supreme Court states that the dation in

payment is a complex business because it has

characteristics of (i) the payment or meeting of an

obligation, (ii) the sale, and (iii) the novation due to

the change of object that eliminates the original

obligation. 

Dation in payment implemented after

communication of article Sbis of

Insolvency Act cannot be canceled 

It refers to its case law in judgments 629/2012 of

October 26 and 487 /2013 of July 10, under which a

due payment carried out during the suspected

period is, generally.justified; however, in certain

circumstances (insolvency, payment made close to

insolvency declaration, nature of credit or status of

creditor) a payment may not be justified because it

breaches the par condicio creditorum principle. 

Supreme Court Judgment 254/2018 of April 26,

2018, ECLl:ES:TS:2018:1481, concludes that it is not

possible to cancel the dation in payment on the

rights of the insolvent party over several parking

lots in favor of the creditor to pay the

corresponding credit, implemented after 

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The Supreme Court argues and concludes that

there is no asset sacrifice because the rights were

assigned at double their value. The temporary

circumstances in which the dations in payment

were implemented could have been relevant if the

amount of the credits were equal to or less than the

value of the rights assigned (however, it was

confirmed that the amount of the credit eliminated

was higher), and if there had been exceptional

circumstances regarding the nature of the credit

and the status of the creditor (this was not

specified; the insolvent party offered the dations in

payment to creditors in general). Therefore, despite

the proximity to the declaration of insolvency, given

the conditions in which the dations in payment

were carried out, they did not lead to asset damage

in that the asset sacrifice was not unjustified. 

the loan's principal. The Supreme Court clarifies

that the interest accrual starts after the 30-day

grace period following the summons, as the loan is

only payable from that date (article 63 of

Commercial Code). 

In relation to this point, the Supreme Court

analyzes, in the particular case, when and how the

borrower's payment was summoned. 

Requirements for claiming Joans with no

return date 

We highlight that the claim of the loan was agreed

at a meeting held by the lending entity and of which

the borrowing shareholder-director was notified by

certified fax (the shareholder-director did not

attend). However, the Supreme Court considered

that the meeting's documents were not sufficiently

explicit and did not meet the requirement of a

formal payment summons as established by law.

Therefore, the Supreme Court considered that the

borrower was duly notified later with the service of

the claim that started the legal proceedings

claiming return of the loan. 

In judgment 188/2018 of April 5

(ECLl:ES:TS:2018:1226), the Supreme Court

analyzes the requirements for applying article 313

of the Code of Commerce in relation to claiming a

loan a company granted to its shareholder-director. 

Supervision by financing institutions is not 

de facto directorship 

The loan claimed had not been documented in

writing, and there was indication of a set date to pay

it back. 

Judgment 200/2018 of the Madrid Court of Appeal

(28th division) of March 23, 2018 (ECLI:

ES:APM:2018:4547) clarifies that when financing

institutions exercise the powers of control and

supervision, typically agreed in financing

agreements, they are not carrying out duties of

positive management of the financed company,

which could come under the scope of de facto

directorship. 

As the instance court classified the loan as

commercial, the Supreme Court confirmed that

article 1128 of the Commercial Code must not be

applied and that article 313 of the Commercial Code

must be applied, which established that a loan for

which no return date has been set will not be

payable until 30 days after the attested summons. 

The requirement of an "attested summons," as

defended by the Supreme Court's doctrine, must be

understood in a broad sense accepting any kind of

certified summons, so that the 30-day grace period

for meeting the return obligation can be calculated

from the date of that summons. 

The judgment is based on the Supreme Court's case

law doctrine when referring to the concept of de

facto directorship (it refers to Supreme Court

judgment 421/2015 of July 22, ECLI:

ES:TS:2015:3442), and it reminds us that this

concept presupposes a negative element (no formal

appointment of a director) and three defining

elements: (i) carrying out a management activity on

matters usually handled by a company's director;

(ii) the activity is carried out systematically and on

an ongoing basis; and (iii) it is carried out

independently, with autonomous decision making 

The legal requirement of the formal payment

summons affects the accrual of default interest of 

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and the company's backing. Based on these

elements, the Court of Appeal analyzed the lender's

actions and concluded that they (i) did not

constitute the exercise of management duties but

rather of control and supervision; (ii) were not

carried out systematically and repeatedly (only two

payments were not made due to no authorization

from the lender); and (iii) were not related to

crucial decisions for the company. 

issuing of successive enforceable copies of publicly

recorded documents when the applicant had not

obtained such a copy before, thus ending the

different criteria applied by notaries public. 

The DGRN considers that notaries public are

empowered to issue another enforceable copy of a

publicly recorded document of a loan, credit or any

other transaction guaranteed with a mortgage on a

registered property when the applicant has not

obtained that copy before and proves to be-or

represents-the new mortgage creditor and,

therefore, is a different individual from the one that

obtained the enforceable copy from the notary

public previously. 

In particular, the court considers that the "cash

sweeps" or regular movements of the available

balance in favor of the lender that were agreed in

the contract and the obligation to deposit the

company's lease payments in the pledged account

were no more than acts to exercise the guarantees

established to guarantee the loan (pledge on

current account and assignment of rents as

guarantees). The court (t) concludes the same in

relation to the agreement on the unavailability of

the pledged account's balance, under which the

borrower was obliged to obtain the lender's

authorization to access the funds in the pledged

account; and (ii) regarding the order of payments

established in the loan contract, it confirms that

they are a consequence of the nature of the

financial guarantee of the pledge on the current

account and that, in line with the CJEU's case law

(judgment of November 10, 2016 (Case C-156/15),

ECLl:EU:C:2016:851, summarized in our Newsletter 

Regarding this matter, the DGRN seems to be fully

aware of the need to guarantee minimum levels of

legal certainty in a sector as relevant for the Spanish

economy as the mortgage sector and, particularly,

non-performing loans. 

Lastly, the DGRN considers that this criterion will,

among other things, reduce the times in mortgage

foreclosures by the new holder, which is favorable

for the local credit market and for the mortgage as a

"right to realize the value" of the property. 

Our articles 

I Financing and Restructuring, February 2017)

requires effective control of the pledged balances

by the guarantee's beneficiary. Lastly, it adds that,

even if the company's shares are pledged in favor of

the lender, the bylaws do not grant the lender the

powers to exercise shareholder rights. 

Click on the following link to article "Spain: Secured

NPL sales boom". DE LUISA, Inigo; RUBIO, Inigo.

International Financial Law Review, IFLR

July 2018 

Administrative doctrine 

Click on the following link to article "Banking

Regulation 2018. Spain". MfNGUEZ, Fernando; DE

LUISA, Inigo; MfNGUEZ, Rafael. Global Legal

Insights, May 2018 

Issuing enforceable copies for mortgage

credit assignee 

In a resolution dated June 28, 2018, and at the

request of a group of Spanish companies, the

Directorate General of Registries and Notarial

Affairs ("DGRN") stated its criterion regarding the 

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For additional information, please contact

Cuatrecasas. 

©2018 CUATRECASAS 

This newsletter is a compilation ot legal mformatron prepared by 

Cuatrecasas. This mformatmn does not constitute legal advice.

I he mtcllcc.tual property rights to this

document belong to

Cuatrecasas. Any reproduction, drstnbunon, assignment or any 

other full or parrtal u-,« of rtu-, newvletrer 

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with the prior consent of Cuatrecasas. 

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