UPDATE 1-Brazil homebuilder Gafisa plans spinoff; shares jump

Fri Feb 7, 2014 10:07am EST

By Marcela Ayres

SAO PAULO Feb 7 (Reuters) - Brazilian homebuilder Gafisa SA is looking to spin off its Tenda division, extending the group's divestitures after losing money for three years.

Chief Executive Duilio Calciolari plans to leave the company after the 90-day process of establishing two separate corporate structures, he said in a Friday securities filing.

Gafisa shares jumped as much as 7 percent in early trading after Calciolari told Reuters in a telephone interview that the idea behind the plan is to give investors a share in the separately listed Tenda for each share they hold in Gafisa.

"The synergies between Tenda and Gafisa are almost nothing, very little, with different supplier networks," he added.

The group acquired Tenda in 2008 after a drop in the homebuilders' shares, but the unit has led to one headache after another. After a series of costly budget overruns and canceled contracts, Gafisa cut Tenda's new construction to zero in 2012, from 1.6 billion reais ($670 million) in 2010.

Tenda started a modest number of new low-income projects last year, equal to a third of new construction in Gafisa's middle-income segment.

Gafisa has posted losses in net income for 2011, 2012 and in the first nine months of 2013.

SPINOFF SURPRISE

Analysts expressed surprise at the plans for a spinoff, but withheld final judgment on the resulting companies.

"We think this move could unlock value, since the market seems to be underestimating the combination of the two businesses," wrote analyst Marcello Milman of BTG Pactual. He added that new administrative costs could weigh heavily on Tenda's profit as it is only beginning to resume operations.

Gafisa's head of real estate development Sandro Gamba will take the reins from Calciolari. Rodrigo Osmo, Gafisa's chief financial officer from May 2011 to March 2012 and former CEO of the Alphaville unit, will become chief executive of Tenda.

Gafisa agreed in June to sell 70 percent of its high-end Alphaville division to private equity firms Blackstone Real Estate Advisors LP and Patria Investimentos Ltda.

If the plan to spin off Tenda is approved by shareholders and the board, the operations should be concluded in 2015. The group is looking to list Tenda on the Novo Mercado of the BM&FBovespa stock exchange, reflecting higher standards of corporate governance.

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