The  assignment in payment (dación en pago) was agreed  for certain properties not  required for the continuity of the company’s viability in favour of the financial institutions participating in the  group’s  syndicated financing, and  one financial institution’s  observations regarding the transaction were rejected.

Under order of Barcelona Commercial Court No. 9  of June 11,  2014, it was  agreed to  adjudicate  14 properties (not necessary for the company’s activity) to the financial  institutions that  granted a syndicated loan agreement  secured  with a mortgage over  these properties for a final price equivalent to 66% of the special privileged credit under  the syndicated agreement, cancelling the outstanding debt. The price the lenders offered  exceeds the appraised value, and no other bidder has made a better offer.

In the procedure, one financial institution opposed the award, its main arguments focusing on the (i) lack of capacity of the agent bank of the syndicated facility agreement to request the adjudication of the  assets,  and (ii)  the non-fulfilment of the  decisionmaking  system  established in the financing agreement.  The court refuted these arguments, considering that the (i) agent bank did not exceed its powers by requesting  the adjudication, because the assignment in payment (dación en pago) is comparable to  an act of enforcement of the  guarantee; and  (ii)  majority voting system agreed  establishes unanimity as an exceptional criterion, which must be interpreted restrictively and cannot be applied for the adoption of this agreement as it not established in it.

The adjudication approved will reduce liabilities, improving the chances of success of the  composition agreement, and  guaranteeing the preservation of jobs and maintenance of  the business sector.