Contrarian Corpus
short seller research note follow up
2023-03-28 · 36 pages

Vivion Investments

Muddy Waters stays short Vivion bonds: the December 2022 rebuttal is misleading, asset values are inflated, rent24 exposure is hidden, and shareholder loans are being cashed out with bondholder money.

N 3 Narrative
V 2 Visual
C 2 Craft
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Thesis

Muddy Waters remains short Vivion Investments bonds, arguing Vivion's December 2022 rebuttal is riddled with inaccuracies. Fieldwork shows Vivion systematically inflated German asset values: 99%+ overstated development rights, Potsdamer Straße properties acquired for €25m in 2013 now carried at €288m despite vacancy and dilapidation, and a suspect 78.6% pre-contribution fair-value gain booked by Amir Dayan's Turanco one year before Vivion's formation. The rebuttal downplays rent24 — a Dayan-controlled WeWork knockoff — as 2.5% of German revenue when it likely occupies 7-11% of lettable area. Inflated assets propped up €746m of shareholder loans, €357m already repaid to insiders with bond proceeds, leaving bondholders facing a haircut. The Dayan brothers remain under Israeli tax-evasion investigation, and Amir Dayan has since become a Cypriot citizen.

SCQA

Situation

Vivion Investments is a Luxembourg-based private real estate issuer controlled by Amir Dayan, funded by over €1.7bn of public euro bonds backed by German office and UK hotel portfolios contributed by insider shareholders in 2018-2019.

Complication

Vivion's December 2022 rebuttal contains inaccuracies: new evidence shows systematic asset overvaluation (99%+ on development rights, ~10x on Potsdamer Str.) and manipulated shareholder-loan balances now being repaid to insiders with bond proceeds.

Resolution

Muddy Waters maintains its short in Vivion's bonds and urges bondholders to reject the rebuttal, re-underwrite collateral, scrutinize rent24 related-party exposure, and anticipate taking haircuts from the Dayans.

Reward

Marking Vivion's German assets to defensible values and writing down fictitious shareholder-loan receivables implies material impairment of bond recovery; the title telegraphs haircuts rather than a specific price target.

The three reasons

  1. 1

    Vivion overstated German development rights by 99%+ and Potsdamer Str. properties by ~10x

  2. 2

    rent24, a Dayan-controlled WeWork knockoff, is 7-11% of German rental, not the claimed 2.5%

  3. 3

    Inflated assets propped up €746m of shareholder loans, now being repaid with bond cash

Primary demands

  • Bondholders should reject Vivion's rebuttal and re-underwrite collateral valuations
  • Treat rent24 as a material related-party exposure, not a 2.5% rounding item
  • Recognize that shareholder loans are being repaid to insiders with bond proceeds

KPIs cited

Development rights fair value overstatement
Vivion overstated two sets of German development rights by at least 99%
Potsdamer Str. carrying value vs. purchase
Acquired for €25m in 2013, carried at €288.1m in Nov 2022 — implied IRR ~31%, >10x in ~9 years despite vacancy
rent24 share of German rental income
Vivion claims 2.5%; MW estimates 6.8-10.7% of 2020 in-place rent by lettable area
Turanco pre-contribution fair value gain
78.6% gain in 2017 vs. 6% in 2015 and 0% in 2016, booked one year before Vivion's formation
Shareholder loans booked at inception
€746m in 2018; €357m subsequently repaid to insiders with bond sale proceeds
Matanya 2018 related-party loan receivables
Matanya financials show only €420m vs. the €713m Vivion reports owing to it
Potsdamer Str. 180-182 occupancy
~37% of space unoccupied in MW fieldwork; two of five addresses largely or entirely vacant

Pattern membership

Where this document fits across the library's 12 rhetorical / structural patterns.

Notable slides (5)

Notes

Follow-up short note on Vivion's private euro bonds, responding to Vivion's Dec 2022 rebuttal of MW's original 'Multi-Billion Euro Shell Game' report. Word-doc memo style, not a slide deck — prose body with appendix of source-document screenshots (Savills valuations, Cypriot filings, Israeli press, Companies House records). Title 'You Don't Mess With The Dayan' riffs on The Big Lebowski and foreshadows bondholder haircuts. Carson Block credited on disclaimer as Director of Research; report is firm-signed rather than personally signed. No formal closing ask, target price, or SCQA slide.