*Apollo is in advanced talks to take over Citigroup's real estate unit with
global assets worth $12.5 billion.*

Global private equity house Apollo Management LP may assume control of about
seven to eight investments of Citi Property Investors (CPI) in India, on
which it is currently holding due diligence. Apollo is in advanced
negotiations to take over Citigroup's real estate unit, CPI, with assets
worth over $12.5 billion under management globally.

In India, this could see some of CPI's key investments passing over to
Apollo giving the latter a fairly well-spread real estate portfolio to start
with. Among the marquee investments of CPI are $55 million investment in
Nitesh Estates, its multiple investments worth over $200 million in New
Delhi-based BPTP, $20 million in True Value Homes in Chennai and another $50
million commitment into Gera Developments in Pune.

A Citigroup India spokesperson offered no comment, when contacted.

Meanwhile, Citigroup has been trying to offload some of its structured
finance deals with a few domestic real estate firms like Golden Gate
Properties Ltd in Bangalore, independently. Also Citigroup Venture Capital
International's real estate investments like Emaar MGF will not be a part of
this deal.

Apollo is expected to take over 74% CPI stake in a JV with Nitesh Estates,
which is developing India's first Ritz Carlton hotel in Bangalore.
Incidentally, Nitesh, which has the option of buying back a part of the
stake from Citi at a later date, is in the midst of Rs 550-crore IPO
roadshow currently. Though CPI had originally committed $360 million
investment to various projects of Nitesh Estates, it deferred the rest last
year and only went ahead with Ritz Carlton deal.

Most of CPI's investments are at project level barring its 5.89% stake at
the parent entity of BPTP.

The acquisition of CPI will could also give New York-based Apollo access to
investments across Asia. CPI closed CPI Capital Partners Asia Pacific, LP in
February 2007 with commitments totaling $1.29 billion. This fund has a
primary focus in Greater China and India.

Apollo recently made its debut private equity deal in India by investing
$100 million in direct to home satellite TV company Dish TV. Apollo
Management's affiliate, Apollo Real Estate Advisors, already runs a
$650-million real estate private equity fund in India in partnership with
Delhi-based Khemka family's SUN group. But Citi Property Investor's assets
are expected to come directly to Apollo, which would give it a direct
presence in the Indian real estate market. The deal, being done at a global
level for which the interim agreement has been signed, is expected to
unveiled in a month's time.

An email sent to Apollo's India chief Mintoo Bhandari for comments did not
elicit any response.

The deal is part of Citi's efforts to raise funds from selling assets.
Citigroup's arms have also recently exited investments in India’s largest
commodity exchange Multi Commodity Exchange of India and telecom tower arm
of Bharti Airtel.

Last year CPI promoted its India head, Ravi Hansoty, as the interim head of
its pan-Asian real estate platform the Asia head David Schaefer moved out.

By far, CPI's largest exposure is to BPTP, where it picked up a 5.89% stake
in the entity for Rs 322 crore ($80 million) in August 2007. Subsequently it
also picked up stakes in three associate companies and subsidiary of BPTP
for another Rs 399 crore ($99 million) in April 2008. The fate of the entity
level investment remains to be seen as BPTP recently said  is planning to go
for a Rs 1500 crore public offering early next fiscal.

It also has an investment in TVH Estates Chennai Pvt Ltd, a Rs 700-crore
residential project near Chennai developed by construction firm True Value
Homes. The developer is believed to have the right to buyback CPI's
investment in the project. CPI also has a 50:50 joint venture with the Gera
Developments for a residential project in Pune.

*Clarification:* Apollo Real Estate Advisors is now known as AREA Property
Partners and has no affiliation with Apollo Global Management. AREA’s name
change and formal separation from Apollo Management were implemented in
2009.
-- 
Regards

Hardik Shah

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