OHLA continues to attract investors for its 100 million-person expansion after Atitlan plan expires | Companies

OHLA’s announcement to the market ahead of the stock market session this Monday. The company says it is working on the various alternatives it has to raise capital and raise at least €100 million after an entry offer from investment group Atitlan expired mid-day on Friday. Sources close to the latter claim this morning that there is currently no new plan under consideration for the construction company.

OHLA, which urgently needs funds to pay off its debt and guarantees for repayment, explained in a brief statement sent to the National Securities Market Commission (CNMV) that its board of directors had decided to “ask Atitlán for certain clarifications regarding the proposal to be able to accept an agreement.” And it added that its intention was to start “conversations suitable for this purpose and to be able to choose between the various options that exist.” Atitlán’s response, according to the official version of OHLA, was that its offer to recapitalize the group had expired, “without reaching an agreement.” It is believed that communication between the parties took place, but without any results, beyond the deadline set by Atitlán.

Thus, the intention remains to carry out a capital increase of 100 million, in which shareholders will be granted a preferential subscription option. The Mexican Amodio family, which holds the largest share of the capital, has committed to contribute to this increase with its 26% participation, which means a contribution of 26 million.

In addition, OHLA had already announced on June 26 that it had a letter of intent from an outside businessman, Mexican businessman Andrés Holzer, to invest $25 million in the company. This would be possible through a capital increase if the participants do not subscribe to it in full, or by investing in a second extension dedicated to the real estate company Coapa Larca. Another name that has emerged in recent days is that of Audax Renovables president José Elias Navarro, whose contact with the CNMV OHLA has not reported.

The final option chosen by the board must pass an extraordinary shareholders’ meeting, where the 26% of shares owned by the Amodio family have easily prevailed in recent years due to the low quorum at the group’s meetings.

On the side track

When it comes to Atitlan’s approach, OHLA always talks about an overdue offer, not a rejected project. The investment firm, led by Roberto Centeno and Aritza Rodero, formally announced on June 28 that it would invest $75 million in OHLA in a first capital increase that was fully reserved. It subsequently proposed a second increase of another $75 million, with pre-emptive rights already granted to shareholders, including Atitlan. The Levantine firm was joined by Stoneshield, a management company run by Felipe Morenes (Ana Botín’s son) and Argentine real estate entrepreneur Juan Pepa. The increase, totaling $150 million, allowed OHLA to respond to upcoming debt maturities and allowed Atitlan to assume the position of first shareholder and chair the OHLA board. Centeno will be exempt from the need to make a 100% public takeover bid, which is mandatory from the 30% capital position, thanks to Stoneshield’s support, for which it will have to declare that there is no agreement.

After the first deadline for the offer, July 5, Atitlan decided to extend its lifeline for another week so that OHLA president and first shareholder Luis Amodio could present it to the board. The Mexican Amodio family holds three seats on the board, with the other six held by independents. In Atitlan, they were convinced that they could overcome any resistance from the Amodios regarding their offer and OHLA’s needs. Once the new deadline of July 12 arrived, the construction company let Friday pass without responding to the Atitlan market. But given the statement released this morning to the CNMV, there have been conversations between the parties to at least confirm their break.

Any chance of reaching an agreement went awry a few days earlier, on Tuesday. Sources close to the negotiations say Atitlan sent a modification of its offer directly to the OHLA board, which was non-binding until the last minute, including a ten million fine if the construction company was open to any other option during the negotiations. audit process (due diligence), which the buyer was going to do. What in the circle of Centeno and Rodero is called the market standard, provided from the first moment, meaning a penalty in case of violation of an already binding offer, in OHLA turned out to be little less than unacceptable, given the acute situation with the funds, which led to the shareholders demanding money through the aforementioned capital increase.

The partners of the construction company, of which the Amodio family was the main shareholder with a 26% stake, did not like the idea of ​​​​dilution through a raise that Atitlán proposed at 0.24 euros per share, with a strong discount to the share price of 0.34 euros at the end of last week. Brothers Luis and Mauricio Amodio, president and vice president of the construction group, respectively, have already invested in the construction company between 2020 and 2021 up to $ 87 million at an average price of 1.1 euros per title.

Apparently, the council also received letters from minorities opposing the decision that would ultimately reduce their shares, but OHLA has not officially clarified the content of these letters or the extent of the actions that opposed Atitlan’s advance.

Debt pressure

The capital injection into OHLA is urgent due to the repayment of 60 million bank loans this year and another 206 million bonds in March 2025. The amortization of another 206 million bonds is already scheduled for the same month in 2026. Management is convinced that the debt reduction will help unlock 100 million euros deposited as collateral for guarantees in the company’s main banks.

The current management has decided on a complex debt refinancing between 2020 and 2021, which required a restructuring plan that would require major asset sales to reduce debt, such as the debt for the construction of the Old War Office Hotel in the United Kingdom, 25% of the concessionaire of the Chum Hospital and, soon, the Canalejas hotel and commercial complex in Madrid, or the services subsidiary led by Ingesan.

Despite the pressure of debt, OHLA is regaining its momentum and is setting targets for this year, such as 3.8 billion in sales, 145 million in EBITDA and 4.1 billion in hiring. From 2020 to 2023, revenue increased by 30%, reaching 3.6 billion. EBITDA doubled, to 137.1 million at the end of 2023, and debt was reduced by 30%, falling from 749 to 522 million. Last year was a year of profit recovery: 5.5 million compared to the 97 million lost in 2022.

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