The agreement considers the consolidation by Plaza SA of 66.6% of Mallplaza Perú and 100% of Open Plaza’s operations in Peru.
With this transaction, Mallplaza will consolidate its position as the largest shopping center operator in South America, with a diversified operation in Chile, Peru and Colombia.
Santiago, April 15, 2024.- Falabella and Mallplaza signed an agreement for the acquisition by Mallplaza of Falabella Perú S.A.A, which consists of 100% of the operations of Open Plaza Perú and 66.6% of Mall Plaza Perú S.A. for a firm value of US$ 848 million, which represents an implied EV/EBITDA 2024E multiple of 9.9x.
Mallplaza owns 33.3% of Mall Plaza Perú SA, owner of 4 shopping centers in Peru, therefore with this transaction it acquires 100% of those assets, as well as 11 real estate assets of Open Plaza Perú, achieving a presence in 9 cities. For Mallplaza, this means increasing its portfolio by approximately 619,000 m2 in leasable area, as well as having shopping centers with land and development potential, adding US$ 81 million to Plaza S.A.’s EBITDA (2023).
As a result of this transaction, Plaza S.A. will increase the company’s 2023 pro-forma EBITDA by more than 20%, and will strengthen its diversified regional operation in Chile, Peru and Colombia with 2,316 thousand m2.
“In line with our objective of becoming increasingly streamlined 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,” highlighted Alejandro González, Chief Executive Officer of Falabella.
“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 approximately 100 thousand m2 in gross leasable area in these assets for the next five years, thus strengthening our commercial offer and market share. Furthermore, by consolidating both companies on a single platform and achieving a greater scale in the operation, we will be able to incorporate relevant synergies and efficiencies in Peru,” said Fernando de Peña, Chief Executive Officer of Plaza S.A.
With this transaction, Plaza S.A. will improve its regional diversification, achieving a gross leasable area (GLA) breakdown of 62% in Chile, 27% in Peru and 11% in Colombia.
Falabella Perú S.A.A., a company that owns Open Plaza Perú S.A. and 66.6% of Mall Plaza Perú S.A, also owns 98.5% of Inmobiliaria SIC, a company that was excluded from the agreement, that owns land and a power center.
Transaction
Mallplaza will launch a tender offer for 100% of Falabella Perú S.A.A., the company owning said assets, for an equity value of USD 589 million, with potential adjustments typical in this type of operations.
The assets involved were valued at USD 843 million, in addition to operational cash of USD 5 million. Therefore, the transaction value was USD 848 million, resulting in an estimated EV/EBITDA multiple 2024 of 9.9x.
Given that this transaction is a related party operation, Falabella and Mallplaza requested a fairness opinion of international advisors: JP Morgan Securities LLC delivered a fairness opinion to the Board of Directors of Plaza S.A. and Itaú Asesorías Financieras Limitada to the Board of Directors of Falabella.
The transaction will be financed with a combination of cash, debt and a capital raise in Plaza S.A. for up to USD 300 million, with the objective of maintaining the company within leverage levels consistent with Mallplaza’s risk classification. Currently Falabella has no intention of participating in the capital increase, except relevant changes in the market conditions.
JP Morgan Securities LLC acted as exclusive financial advisor to Plaza S.A. on the transaction and Link Capital Partners advised Falabella.
