Vinci closes R$477 million sale of stakes in seven malls to Tivio; original package included nine properties
Vinci Shopping Centers (VISC11) has completed the sale of stakes in seven shopping malls for R$477.4 million to Tivio Opportunities II Malls IPCA FII, a real estate investment fund managed by Tivio Capital. The previously announced package, however, included at least nine properties.
The agreement was signed on Tuesday, October 27, and disclosed in a securities filing the following day, marking another step in Vinci’s efforts to bolster cash reserves and reduce financial obligations.
The transaction keeps VISC11 exposed to the performance of the properties sold. Vinci subscribed for all subordinated units in the acquiring fund and will be required to repurchase any assets remaining in its portfolio after five years, during the structure’s extension period.
According to the fund manager, the transaction reduces VISC11’s net obligations by 45%, from approximately R$844 million to R$463 million. The goal is to strengthen liquidity to meet commitments through the second half of 2029.
The sale includes stakes in properties in the states of São Paulo, Rio de Janeiro, Rio Grande do Norte and Ceará, with a combined area of 204,400 square meters. VISC11 sold its entire direct interest in five of the malls and retained a stake in the other two.
SiiLA’s research team estimates the portfolio transaction’s cap rate at 7.78%.
Half of the purchase price, or R$238.7 million, is payable upfront. The remaining balance will be paid in two installments of approximately R$95.5 million, due in six and 12 months, followed by a final payment of R$47.7 million in 60 months. All deferred payments will be adjusted for inflation using Brazil’s IPCA consumer price index.
Ownership of the stakes and the right to receive the properties’ operating income transferred to the buyer upon signing. See the graphic for further details on the malls included in the transaction and the portfolio.
Initial Deal Included Nine Malls
The transaction began with a memorandum of understanding announced in July that called for the sale of stakes in nine shopping malls for approximately R$573 million, as reported by REsource. At the time, the indicative price was 10% above the properties’ appraised values, and the final package depended on the buyer’s fundraising.
In addition to a reduction in the Prudenshopping stake from 15% to 12%, two properties were excluded from the current closing. The sale of Shopping Crystal in Curitiba remains subject to certain conditions.
The 10% stake in Shopping Tacaruna in Recife will be sold separately following notice that a right of first refusal would be exercised on the same terms. Vinci said it will announce the completion of both pending sales at a later date.
Including those pending transactions, Vinci estimates a gross capital gain of R$48 million and a net gain of R$28 million, equivalent to R$0.98 per fund unit. The difference reflects financing expenses recognized early as a result of paying off obligations tied to the properties.
Across the same set of transactions, the manager expects approximately R$371 million in net cash proceeds as payments are received and after related obligations are prepaid. The reported cap rate is 7.6%, based on the properties’ trailing 12-month net operating income.
Sales Follow Earlier Deal With Pátria
The closing follows another portfolio repositioning transaction. In September, VISC11 completed the sale of stakes in five malls for R$257.1 million: Prudenshopping, North Shopping Maracanaú, Granja Vianna, Natal Shopping and Plaza Sul. Part of the payment was made in units of Pátria Malls (PMLL11).
REsource reported on the Pátria deal in April, when it was still at the memorandum-of-understanding stage. Together, the two transactions completed in September and October totaled R$734.5 million in property stakes.
Vinci expects the reshaped portfolio to deliver stronger operating metrics. According to pro forma figures in its securities filing, based on trailing 12-month results, annual cash-basis net operating income (NOI) per square meter rises from R$1,293 to R$1,380, while occupancy increases from 94% to 94.8%.
The improvement reflects a shift in the portfolio’s composition following the sale of stakes in properties deemed less aligned with the fund’s strategy. Meanwhile, the Tivio deal structure preserves some economic exposure to the properties and creates commitments extending over the next several years.
