Last week, Neinor Homes, backed by Orion, Stoneshield, and Adar Capital, confirmed it was in talks to seal a deal with Bain Capital, the sole shareholder of Habitat Inmobiliaria. The plan would see Neinor acquire a 10% stake in Habitat and take over management of all its land for housing projects, resources, and staff. The corporate agreement is in exclusive negotiations, with final terms being drafted after a satisfactory due diligence process.
Should the deal close, it would mark the first large corporate operation in recent years within the homebuilder sector. The last notable event was in 2021 when Neinor attempted to acquire its rival Vía Célere, which was largely backed by Värde Partners. Vía Célere ultimately liquidated its assets and distributed gains to shareholders. Attention is also turning to the imminent acquisition of Aedas Homes by Inmobiliaria Espacio, controlled by the Villar Mir family, though its size is modest in comparison.
El precio, la clave
One of the main levers in the deal will be the price Neinor pays for Habitat’s 10 percent stake. If both companies were publicly traded, the pricing would be straightforward: a simple average of recent session prices plus a premium. Habitat, however, is a private company, while Neinor is not. In today’s market, real estate developers trade at substantial discounts, meaning the market value of assets is far higher than the stock price would suggest.
Market chatter centers on how much Neinor is willing to pay and what discount Bain Capital is prepared to accept. In recent weeks, Neinor’s stock has traded between €12 and €13.3 per share, while Habitat’s NAV stands at around €15.8 per share after the latest results. This implies a discount of roughly 16% to 24% versus Habitat’s asset value, which the parties may seek to reflect in the agreement price.
Currently, Neinor trades at about 7.33x EBITDA, a multiple that would value Habitat around €173 million. Aedas Homes is valued at about 5.91x EBITDA, while Metrovacesa trades above 16x, yielding a wide valuation range of €140–€393 million for Habitat. When EBITDA multiples are translated to revenue, Neinor’s market capitalization sits near 1.41x its 2023 revenue, potentially lifting Habitat’s value toward €410 million. Habitat’s own balance sheet shows assets of €609 million and liabilities around €327 million, placing book value near €281 million, according to statutory filings consulted through Insight View.
Transformación del sector hacia los servicios
One clear takeaway from this potential deal is the evolution underway in the real estate sector, moving toward a service-oriented model. Promoters have proven to be highly profitable with steady cash flows, leveraging a market with strong demand for new housing and constrained supply. Yet institutional investors have shown limited appetite to back core developers directly. Aedas, Neinor, and Metrovacesa achieved mixed success when going public; Aedas remains majority-owned by its founding fund, while Santander and BBVA have kept their stakes in Metrovacesa. By contrast, Vía Célere and Habitat failed to hit the public market, underscoring a tougher funding environment for traditional developers.
With capital scarce for new investments and investors demanding high returns through dividends, the industry is increasingly turning to co‑investment arrangements. In such structures, a developer partners with external funds to finance single projects, acting as manager for the vehicle and earning fees. This boosts ROE, the ratio of profits to capital, while the cost of managing third‑party projects is relatively modest compared with the fees earned.
Aedas, in 2021, acquired Áurea Homes, the developer arm of ACR, and has since signed agreements worth about €270 million, plus other public‑private partnership projects in which it participates as a partner. Neinor has also expanded aggressively into this space, assembling vehicles with a capacity to invest about €500 million under this model. The shift is pushing promoter companies to resemble servicers—established players that manage and monetize portfolios for lenders, funds, or state-backed entities, earning success fees as they unwind positions.
No hay espacio para operaciones corporativas
With current shareholders, consolidating the sector seems unlikely in the near term. Aedas, the leading promoter by revenue, would ordinarily be a prime consolidation target, but Castlelake, its main investor, has prioritized returning capital via dividends while maintaining a balanced balance sheet. Deals like the Bain Capital–Neinor operation have to pass through every market participant, and sellers often favor immediate cash exits over deeper operational mergers intended to liquidate projects and unwind positions, a path Habitat may soon take. This has led some to believe Aedas considered acquiring Habitat but ultimately decided against it.
Metrovacesa’s situation remains peculiar. Its land bank is largely inherited from prior crises, though recent investments have been selective. The shareholder mix complicates a takeover and potential consolidation: Banco Santander holds about 49%, BBVA around 20%, and Mexican magnate Carlos Slim, who also controls FCC and Realia, holds about 21%. Slim’s entry via an offer and subsequent stake expansion positions him as a likely contender to control the company and push a merger with Realia, which also possesses significant real estate assets. Yet the discount between market price and book valuations has continually hindered a deal.
Similarly, Culmia (formerly Solvia Desarrollos Inmobiliarios), another second‑generation promoter born from the crisis, has positioned itself as a future servicer within a market where capital moves in and out project by project, rather than remaining a long‑term equity participant in housing construction—a trajectory already being followed by Neinor in its growth strategy.
The industry’s path ahead appears to favor models where developers act as project managers for external investors, collecting fees while portfolio risk is managed by others. This pivot aligns with a broader trend toward service‑driven real estate, where the line between lender, servicer, and developer becomes increasingly blurred, and where the appetite for large, multi‑year equity commitments wanes in favor of agile partnerships and finite ventures.