Neinor Homes bids €1b for Aedas Homes

Neinor Homes is making a €1.07 bn offer to acquire Aedas Homes, a move that will significantly reshape the Spanish residential real estate market. 

Neinor Homes - Aedas Homes

Castlelake, the majority owner of Aedas (79% stake), has committed to selling its shares to Neinor at €24.48 per share.
The acquisition is financed by roughly €1.25 bn in committed capital, channeled through a new special purpose vehicle wholly owned by Neinor. This funding consists of approximately €500 mln in equity, with Neinor contributing €275 mln in cash and raising the remaining €225 mln through a capital raise. 
Neinor's major shareholders (Orion, Stoneshield, and Adar) have fully underwritten this capital raise. Additionally, around €750 mln is being provided through senior secured notes, fully subscribed by funds managed by Apollo. The funds from these notes will cover the acquisition costs and partially refinance the existing debt of Aedas and its subsidiaries.
This acquisition provides Neinor with approximately €2 bn in assets, which includes around 20,200 homes. Neinor is purchasing this portfolio at a discount of about 30% compared to its net asset value.
Neinor anticipates a strong return on investment, targeting an internal rate of return exceeding 20% and a multiple on invested capital of 1.8x. The deal will accelerate Neinor's existing strategic plans for 2023-2027.
The acquisition is expected to significantly boost Neinor's earnings, adding €150 mln to its profits between 2025 and 2027 (a 40% increase compared to its original plan) and boosting earnings per share by roughly 25%. Furthermore, the deal is projected to generate over €300 mln in additional profits between 2028 and 2030.
Neinor expects to generate approximately €900 mln in free cash flow from 2025 to 2030, enabling the company to increase shareholder payouts by €500 mln between 2025 and 2027, a 44% increase from its previous target.
Despite the acquisition, Neinor will maintain a conservative financial position, with a loan-to-value ratio of 20-30% due to the efficient equity structure of the transaction.
Strategically, this deal elevates Neinor to a leading position in the European homebuilding market, backed by a substantial and high-quality land bank (approximately 43,200 homes) in a secure residential market (Spain).
The transaction will be structured as a voluntary tender offer for all of Aedas's shares, subject to approval by the Spanish National Securities Market Commission (CNMV).
Borja García-Egotxeaga, Neinor Homes’ CEO commented: “This is a once-in-a-cycle opportunity to reshape the Spanish residential market. The combination of two best-in-class platforms comes at a pivotal moment - capitalizing on optimal market conditions and positioning Neinor as the go-to platform for institutional investors - both private and public, seeking exposure to the strong fundamentals of Spain’s housing sector. With enhanced scale, geographic reach, and product depth, this transaction firmly establishes our leadership across all key segments of the market.”
Jordi Argemi, Neinor Homes’ deputy CEO and CFO said: “This is pure value creation. We've acquired over €3bn in high-quality assets at attractive prices across three landmark M&A deals - Quabit, Habitat and now Aedas. This transaction alone adds €450mn in earnings potential, is fully funded, and delivers a +20% IRR.”
Neinor Homes has a land bank to develop around 12,000 homes in Madrid, Western and Eastern Andalusia, Levante, Basque Country, and Catalonia.