The Falabella group completed the transaction announced in November through which its shopping center subsidiary, Mallplaza will acquire 100% of Falabella Perú, a company that controls 100% of the Open Plaza Perú and 66.6% of Mallplaza itself in that same country.
In a statement, the holding linked to the Solari and Del Río families revealed that the assets to be traded were valued at US$ 848 million, “which represents an estimated EV/Ebitda multiple for 2024 of 9.9 times.”
To close the operation, Mallplaza will launch a Public Acquisition Offer (OPA) for US$ 589 million, “with potential adjustments typical of this type of operations.”
As it was an operation between related parties, the two companies hired international advisors to provide fairness opinions (unbiased opinions): Mallplaza sent JPMorgan Securities LLC and Falabella to Itaú Asesorías Financieras Limitadas.
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In detail, The retail sector group explained that the transaction will be financed with a combination of cash, debt and a capital increase in Plaza SA that could reach up to US$ 300 million. in order to maintain the company in the debt ranges in accordance with Mallplaza’s risk classification.
“At the moment, Falabella has no intention of participating in the capital increase, except for relevant changes in market conditions,” explained the holding company’s parent company. With this, the company would lower its stake in Mallplaza, which is currently 59.28%, but it could advance its asset sale plan – for up to US$ 1,000 million – which it has promoted to reduce its debt indicators.
JPMorgan also acted as exclusive financial advisor to Plaza SA, a role that, in the case of Falabella, was fulfilled by Link Capital Partners.
Projections
In Peru, the Falabella group’s business includes four Mallplaza shopping centers and 11 Open Plaza real estate assets, which will now remain under the same umbrella.
For Mallplaza, says a company statement, this will mean presence in nine Peruvian cities, 619,000 additional leasable m2 and “having shopping centers with land and development potential, adding US$ 81 million of Ebitda to Plaza SA (2023).” Thus, the letter added, Plaza will have an extra 20% growth in terms of Ebitda and “will consolidate its diversified regional operation in Chile, Peru and Colombia with 2,316 thousand m2.”
The general manager of Falabella, Alejandro González, said that “in line with our objective of being increasingly simple and efficient in our structure and operation, This transaction will allow us to consolidate our real estate operations in Peru under a single company. This reorganization will benefit both companies.”
Meanwhile, Mallplaza’s chief executive, Fernando de Peña, stated that “growth is part of Mallplaza’s DNA, so this transaction will provide us with assets in Peru that have excellent locations and organic growth potential. We have a plan to develop nearly 100 thousand leasable m2 in these assets over the next five years, thus strengthening our commercial offer and market share. Furthermore, by consolidating both companies on a single platform and achieving greater scale in the operation, we will be able to incorporate important synergies and efficiencies in Peru.”
Finally, Falabella clarified that Inmobiliaria SIC, a property that owns land and a power center, will be excluded from the agreement.