Kempen Corporate Finance & Equity Capital Markets – looking back and ahead

Kempen in 2018:  €37 billion of transactions executed

As a result of our versatile service offering, Kempen Corporate Finance achieved a record year in revenues having successfully advised on 38 M&A, ECM and Debt Advisory transactions with a volume of €37 billion. Against the backdrop of the capital markets the center of gravity has shifted to M&A, including public take-overs. More than half of these transactions were international cross-border transactions. Despite the increased public market volatility we have been able to execute 3 IPOs in 3 countries. These have performed +21% on average since their listing, clearly outperforming the markets and a result of being more selective in accepting IPO mandates. Our Debt Advisory team has secured €1 billion of debt in corporate refinancing and acquisition financing for our clients during 2018

Mergers & Acquisitions

Our M&A practice has proven to be the backbone of our business, with clients praising our flawless execution and in-depth industry knowledge.

SELL-SIDE TRANSACTIONS

  • Sale of three German residential portfolios in North Rhein Westphalia through a controlled auction in two tranches: one portfolio to Velero (DE) and Cheyne (UK), and two portfolios to Forte (DE) and Proprium (UK). With a total of more than 4,700 units, this transaction was the largest German residential sale in 2017/2018. Kempen acted as sole financial adviser to seller Angelo Gordon. 
  • Kempen acted as sole financial adviser in the €870m Spanish residential sale to CBRE GIP and Madison International Realty as part of the recapitalization of a fund managed by Azora. The portfolio is focused on the multi-family rented market in Spain’s main geographies with c.70% exposure to Madrid. Azora is one of the largest Spanish real estate platforms, specializing in residential, hotels, offices and student housing.
  • Sale of Rabo Bouwfonds Communication Infrastructure Fund datacenter portfolio, consisting of two datacenters in Nieuwegein and Rotterdam with a total of 4,700 m2 IT space, via a controlled auction. With this acquisition, buyer The Datacenter Group will become the largest regional datacenter provider in the Netherlands. Kempen acted as sole financial adviser to RBCIF. 
  • Sale of Medsen Pharmacies, one of the largest independent pharmacy chains in the Netherlands, the central compounding pharmacy Ceban and the provider of dispensing machines Pharma Robots in a controlled auction to funds under management by Bencis Capital Partners. Kempen acted as sole financial adviser to the sellers. 
  • Sale of Dynamic Portfolios for pension fund PGGM in a controlled auction to Orange Capital Partners, in a managed account for the Government of Singapore (GIC). At the time of the sale the portfolio consisted of >1,000 residential units spread across 25 cities in the Netherlands. Kempen acted as sole financial adviser to PGGM. 

BUY-SIDE TRANSACTIONS

  • Grainger’s acquisition of the 75% stake of pension fund APG in GRIP (UK) with a valuation of GBP 696 million and the following GBP 347 million rights issue. Grainger is UK’s largest listed residential landlord and market leader in the private rented sector and had a GBP 1.9 billion balance sheet before the transaction. Kempen acted as financial adviser to Grainger. 
  • Acquisition of MPI Offshore, a specialist offshore wind installation contractor, from Vroon Group. The transaction significantly strengthens Van Oord’s capabilities in the high-growth offshore wind market and includes MPI Offshore’s organisation in Stokesley (UK), two specialist vessels and associated crew and contracts. Kempen acted as financial adviser to Van Oord.
  • Vesteda’s acquisition of the Delta Lloyd portfolio from Nationale Nederlanden Group for €1.5 billion in a share-for-share transaction. Vesteda had a €5.0 billion balance sheet pre-transaction and Nationale Nederlanden is listed AEX index company in the Netherlands with a market cap of €11.6 billion at year-end 2018. Kempen acted as sole adviser to Vesteda. 

PUBLIC TAKE-OVERS

  • Adler Real Estate’s 70% partial public takeover offer for Brack Capital Properties. Adler Real Estate is a listed company with a market cap of €0.9 billion at year-end 2018. Adler Real Estate is included in the SDAX index in Germany and Brack Capital Properties was listed on the stock exchange of Tel Aviv. Kempen acted as financial adviser to Adler Real Estate.
  • Colonial’s public takeover of Axiare for €2.0 billion via a cash offer, creating the second largest office company in Europe. Colonial is a listed company with a market cap of €3.6 billion at year-end 2018. Colonial is included in the Ibex 35 index in Spain and Axiare was a listed Ibex Medium index company in Spain. Kempen acted as financial adviser to Colonial. 
  • Unibail-Rodamco’s public takeover of Westfield for $24.7 billion via a merger with shareholder approval by both EGMs. Unibail-Rodamco is a listed company with a market cap of €18.3 billion at year-end 2018. The company is included in the CAC 40 index in France and the AEX index in the Netherlands, whereby Westfield was listed on the Australian stock exchange. Kempen acted as financial adviser to Unibail-Rodamco. 
  • Vonovia’s public takeover of Buwog for €5.2 billion via a cash offer, consolidating their complementary real estate portfolios in Germany and Austria. Vonovia is a Germany listed company included in the DAX 30 index with a market cap of €20.7 billion at year-end 2018. Buwog was included in the AT 25 index in Austria. Kempen acted as financial adviser to Vonovia. 

Debt Advisory

  • Our dedicated debt advisory team has demonstrated its pivotal position as independent adviser to corporates and investors in arranging the most optimal and economical terms for both refinancing projects and acquisition finance packages.
  • Refinancing of Lucas Bols’ new syndicated credit facility agreement, extending the lender group from two to three lending banks. The arrangement consists of €30 million term loan facilities, €50 million revolving credit facilities and €50 million envisaged Passoã acquisition facilities. The refinancing resulted in improved conditions with increased flexibility and lower rates. Kempen acted as independent financial adviser to Lucas Bols. 
  • Acquisition financing facility for underbidder in highly competitive controlled auction process in the infrastructure segment. Kempen acted as independent financial adviser to the respective underbidder.

Equity Capital Markets

  • Our integrated ECM platform and extensive specialist investor network has enabled us to execute public offerings despite recent market volatility. As of autumn 2018, we are also fully licensed to underwrite ECM transactions in the US, immediately resulting in our first 2 transactions.

INITIAL PUBLIC OFFERINGS

  • Árima Real Estate is a commercial real estate investor which launched a cash box initial public offering on the Spanish stock exchange to support investments in commercial property in the city center of Madrid and Barcelona. Despite challenging market conditions in October, the IPO priced successfully. Kempen acted as Co-Lead Manager. 
  • Shurgard Self Storage is one of the pioneers of the self-storage concept in Europe, and currently the largest owner and operator of self-storage centers in Europe in terms of number of stores, net rentable square meters and number of customers. In its IPO to fund the company’s growth strategy and loan refinancing, an ‘orderbook covered’ messaged was communicated within the first 48 hours of bookbuilding. Kempen acted as Joint Bookrunner. 
  • Tritax EuroBox is a newly established investment company seeking to acquire and manage a portfolio of Continental European logistics assets. Investors had the option to subscribe for Euro or Pound denominated shares, and shares will be trading on the London Stock Exchange in both currencies. Kempen acted as Joint Global Coordinator and Joint Bookrunner.

UNITED STATES PUBLIC OFFERINGS

  • US public offering on the back of positive clinical results of c. 12% of its market capitalization to fund the progress in the late stage clinical and commercial development of its key treatments. argenx retrieved a dual listing on NASDAQ in May 2017, after listing on Euronext Brussels in 2014, both in which Kempen was involved. Kempen acted as Co-Manager. 
  • US public offering of c. 6% of its market capitalization to fund the discovery and development of its pipeline mainly in cystic fibrosis, inflammation, and other indications. This transaction marks the cooperation between Galapagos and Kempen, that dates back to its Euronext IPO back in 2005. Kempen acted as Co-Manager. 

Compliments of Kempen & Co. USA, a member of the EACCNY