2nd UPDATE: Berggruen Asks For Karstadt Talks Extension
03 July 2010 - 2:36AM
Dow Jones News
Billionaire investor Nicolas Berggruen has asked Karstadt's
insolvency administrator to extend the deadline for completing
negotiations with Karstadt property owner Highstreet until July 30,
as talks to seal a deal are behind schedule and unlikely to finish
before the current deadline.
A spokesman for Klaus Hubert Goerg, Karstadt's insolvency
administrator, confirmed that Berggruen had sent a letter
requesting the extension, which it plans to discuss with him next
week. A spokesman for Berggruen's holding company confirmed the
letter to Goerg, dated July 1.
Berggruen's request to extend the negotiation period underlines
the ongoing difficulties in closing his deal to buy Karstadt and
marks an escalation in his efforts to see the deal through.
Berggruen signed a tentative agreement to acquire the iconic
department store brand last month, but closing the deal hinges on
reaching an agreement with its property owners, including the
Highstreet real estate consortium led by Goldman Sachs Group Inc.
(GS).
Berggruen has already secured approval from the majority of
shareholders and lenders in the Highstreet consortium, but doubts
he can meet the deadline with all of its lenders by the current
July 15 deadline. Failure to reach an agreement would result in
cancelling the deal and start a break-up process for Karstadt, a
giant department store chain that employs more than 25,000 people
around Germany.
Berggruen and Highstreet have for weeks haggled over his request
for lower rents, to share upside in Karstadt's future profit and to
restructure Karstadt into separate operating groups under one
parent company.
Although Berggruen has requested the extension, he will only
accept it if Highstreet shows it is willing to reach a deal,
according to one person familiar with the matter.
Under Berggruen's conditions, Highstreet must give notice by
July 6 that it will host an extraordinary meeting of shareholders
to discuss the outstanding deal terms. Berggruen has further
demanded that Highstreet obtains internal approval by July 14 to
the terms of the Karstadt acquisition he has proposed, the person
familiar with the matter said.
A spokesmen for Highstreet declined to comment.
Berggruen has already reached an agreement with the majority of
Karstadt's shareholders and its lenders, including several of the
noteholders in Fleet Street Finance Two PLC, a commercial mortgage
backed security comprised of Karstadt property debt and with a
nominal value of around EUR1.19 billion. Senior noteholders
controlling a nominal value of around EUR780 million, including
members of Highstreet, haven't to date agreed to conditions for the
Karstadt deal layed out by Berggruen in a term sheet.
In the event that Highstreet doesn't announce plans for an EGM
by the July 6 deadline, Berggruen has called for other noteholders
of Karstadt property debt to do so in order to approve his
terms.
Highstreet acquired the bulk of Karstadt properties in a
leaseback deal several years ago from Karstadt's former owners.
Critics argue that Highstreet has charged exorbitant rents that
contributed to Karstadt's demise, and Berggruen wants new lease
terms to help improve profitability.
According to a copy of the term sheet seen by Dow Jones
Newswires, Berggruen requested that Karstadt pay an annual rent of
EUR210 million until September 2011. Rents will then gradually rise
to EUR240 million by September 2018.
Berggruen further wants to revise Karstadt's master lease
agreement so that the department store will consist of standard,
sports and premium units, and have an umbrella holding company.
He also wants Highstreet to invest EUR30 million in Karstadt,
with his company contributing EUR70 million.
Berggruen won a months-long bidding process to acquire Karstadt
earlier this month, beating out Highstreet and another buyout fund,
Triton.
Karstadt was forced into an insolvency process and auction after
its parent company Arcandor AG (ARO.XE) last year failed to line up
a government bailout to stay afloat.
By William Launder, Dow Jones Newswires; +49(0)6929725515;
william.launder@dowjones.com
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