CONTROLLED CUTOFF · CLOSE OF 6 JUNE 2018
Before 7 June 2018: the funded ONA exit was already in execution
The record shows a coordinated attempt to combine a professional operator, bridge capital, a EUR 26 million acquisition route, staged security, professional due diligence and a supervised exit from Insolvency Proceeding 36/2012.
No unconditional cash drawdown or completed court exit is proved by 6 June. But a multi-route package was already in execution: the ONA/Clubotel lease and suspensive annex had been signed; the Lagune/Elaia own-funds route existed; EG/Dentons were working a marked bridge term sheet and diligence; Stoneweg had been met and security prepared; Cuatrecasas and experts had assembled the file; and specialist insolvency counsel had received the court record.
The architecture was intended to produce and deploy sufficient funds. The phrase does not mean every condition was satisfied, money was drawn, or the Court had completed the exit.
Operator and business plan → capital sufficient to pay recognised insolvency liabilities → court-controlled deposit and procedural exit → restoration of ordinary LPB capacity → post-exit security and/or acquisition. Different counterparties covered different parts of that sequence.
SIX CONCURRENT WORKSTREAMS
What existed by the close of 6 June
| Workstream | Direct or contemporaneous evidence | Status at cutoff |
|---|---|---|
| ONA / Clubotel | Hotel-industry lease and separate suspensive annex signed and dated 6 June. Conditions included sufficient payment into the Las Palmas Mercantile Court for LPB to exit insolvency and required Owners’ Community approval; long-stop 31 May 2019, subject to extension mechanics. | Signed conditional operating route; not activated or funded by ONA on the evidence reviewed. |
| Lagune / Elaia | Indicative proposal dated 30 May, signed by the prospective buyer, price EUR 26m, own funds and no financing condition, valid for acceptance before 8 June. | Real, time-bounded acquisition route; still subject to seller acceptance in the located copy, DD, board, SPA, title/licence/encumbrance assumptions. |
| EG Real Estate / Dentons | Live term sheet/redline; definitive court-account amount requested; Dentons diligence leads identified; urgent security and economics negotiations. By 6 June the package was expected to include the signed operator contract and EUR 26m route. | Substantive bridge negotiation; no final approval, facility, closing or drawdown proved. |
| Stoneweg / Varia | Stoneweg meeting on 31 May; security and guarantee material circulated 31 May–1 June; strategy focused on this route while EG remained open. | Active preparation. The 12 June conditional offer and August term sheet are later continuity, not proof of a 6 June close. |
| Professional file | Cuatrecasas red-flag/due-diligence work; operator-contract review; valuation, liquidation-plan, debt-reasonableness and swap/financing analyses circulated in May and on 5 June. | Transaction and diligence package assembled for funds, legal structuring and court strategy. |
| Specialist court exit | On 5 June a multi-part insolvency file was sent to Daniel Irigoyen; in-person Barcelona meeting on 6 June; contemporaneous reference to term sheets from several funds. | Supervised court-exit strategy under specialist review; no court approval or completed redemption proved. |
EXECUTION CHRONOLOGY
3 May–6 June 2018
| Date | Documented step |
|---|---|
| 3 May | ONA business-plan and corporate information entered the transaction file. |
| 8–21 May | ONA proposition, plan and Gesvalt valuation circulated through bank, fund, bridge and hotel-investor discussions, including Avenue, Macquarie, Santander and Millenium/Hispania contacts. Circulation is outreach, not commitment. |
| 11–17 May | EG route became substantive: current offer described as independent of the ECO valuation, court amount requested and term-sheet material exchanged. |
| 14–16 May | Expert valuation and debt reports circulated for financing and exit analysis. |
| 25 May | Counsel coordinated ONA lease closing steps. |
| 29–30 May | Dentons diligence leads identified; urgent EG comments exchanged; Lagune EUR 26m proposal dated and buyer-signed. |
| 30–31 May | Cuatrecasas updated DD for a fund meeting; Stoneweg meeting held; security material circulated. |
| 1–2 June | Pre-/post-exit security analysed; EG economics, including equity kicker, remained under negotiation. |
| 4–6 June | Urgent legal review of ONA lease, annex and works regime. A 5 June message said time had run out and signing was required urgently. Final instruments were signed on 6 June. |
| 5–6 June | Insolvency, legal and expert file delivered to specialist counsel; Barcelona meeting held. BRIC and A Capital contacts remained additional outreach. |
CONDITION LEDGER
Signed or active did not mean unconditional
| Route | Still required or unresolved | Not established |
|---|---|---|
| ONA / Clubotel | Court deposit, Community approval, long-stop and possession/activation mechanics. | ONA funding; satisfaction of all conditions; operation before 7 June. |
| Lagune / Elaia | Seller acceptance in located copy, DD, board approval, definitive SPA, title and perimeter assumptions. | Completed acquisition, price transfer or final takeout. |
| EG / Dentons | Final economics, security, DD, court amount and definitive documents. | Credit approval, facility, closing or drawdown. |
| Stoneweg / Varia | Formal offer/conditions, valuation, security, court/AC inputs and approval. | That later documents already existed on 6 June; closing or drawdown. |
| Court exit | Reliable final debt figure, exact filing, court/AC response, deposit authority and procedural completion. | Judicial approval or completed exit by cutoff. |
The 4 June court order was being dealt with on 7–8 June and the debt calculation was challenged or clarification sought. The exit amount and mechanism must not be described as settled by 6 June.
The possession change described in the contemporaneous management record occurred immediately after the signed ONA package and while the bridge, acquisition, security, diligence and court-exit routes were active. The chronology requires route-by-route causation analysis; chronology alone is not proof of illegality, obstruction, liability or criminal conduct.
The 12 June Stoneweg/Varia offer and August term sheet are continuations of pre-existing workstreams. They rebut the idea that finance was invented only after 7 June, but do not retroactively prove an unconditional facility on 6 June.
FINANCING WAVES SINCE 2016
Wider continuity
| Wave | Character |
|---|---|
| 2016 | Growth structures: investment memoranda, combined funding models, bond and growth-capital concepts. |
| 2017–18 | Operator-backed bridge, acquisition, staged-security and court-exit routes around ONA and Sun Park. |
| 2019 | Court-dependent bridge/rescue work tied to the insolvency process and asset control. |
| 2021–22 | Private-credit and private-bank structures, including Ninety One/IAM, AgenSynd/Sanne, Beka and Andbank workstreams. |
| 2024–26 | Secured acquisition/bridge, HoldCo liquidity, institutional real-estate debt and loan-note/capital-markets pivots. |
This is a working continuity map, not a statement that every route was equally mature or successful.
SOURCE BOUNDARY
What remains to be proved
Complete execution and custody sets; definitive court debt calculation; exact court/LexNET filings; committee and board records; condition-by-condition satisfaction, prevention, waiver or expiry; definitive facilities; cash movements; and route-specific causation after 7 June.
Native emails and transaction documents remain in the private evidence corpus. The public repository contains a controlled source map and proposition-level summary without private mailbox contents or personal contact data.
RELATED DOSSIERS