Bonds

In September 2024, Adler Group S.A. has successfully completed a comprehensive refinancing and restructuring of the notes issued by Adler Group S.A and its subsidiary AGPS BondCo PLC respectively.

Status quo post to the September 2024 Refinancing and Restructuring

Before the refinancing and restructuring, the debt structure of notes issued by Adler Group S.A. and its subsidiaries consisted of the following notes:

Issuer

Ranking

Notes description

ISIN

Adler Group S.A.

1.5L Senior Secured

EUR 191,000,000 due 2025

DE000A3LMVH5

AGPS BondCo PLC

1.5L Senior Secured

EUR 400,000,000 due 2025

XS1652965085

2L Senior Secured

EUR 400,000,000 due 2025

XS2010029663

2L Senior Secured

EUR 400,000,000 due 2026

XS2248826294

2L Senior Secured

EUR 700,000,000 due 2026

XS2283224231

2L Senior Secured

EUR 500,000,000 due 2027

XS2336188029

2L Senior Secured

EUR 800,000,000 due 2029

XS2283225477

Adler Real Estate GmbH

Senior Secured

EUR 300,000,000 due 2026

XS1713464524


Additionally, under a facilities agreement between inter alia, Adler Group S.A. and Adler Financing S.à r.l., Adler Group S.A. had received a loan in the amount of EUR 937,474,000. Adler Financing S.à r.l. is an orphan special purpose vehicle which has been set up by an Independent Dutch stichting in the interest of the bondholders of Adler Group S.A. The loan to Adler Group S.A. was funded by Adler Financing S.à r.l. through the issuance of bonds.

The September 2024 Refinancing and Restructuring

As part of the restructuring new 1.5L loans in the nominal amount of EUR 789,011,000 have been made available to Adler Group S.A. by Adler Financing S.à r.l. and the existing 1L loan has been increased to EUR 1,030,737,800. The proceeds have inter alia, been used by Adler Group S.A. and AGPS BondCo PLC respectively for the redemption of Adler Group S.A.’s 1.5L senior secured notes 2025 (ISIN: DE000A3LMVH5) and AGPS BondCo PLC's 1.5L senior secured Notes 2025 (ISIN: XS1652965085) and payment of transaction cost.

Further, on 19 September 2024, AGPS BondCo PLC was substituted as issuer of all five series of 2L senior secured notes by Titanium 2L BondCo S.à r.l. Titanium 2L BondCo S.à r.l is an orphan special purpose vehicle which has also been set up by an Independent Dutch stichting in the interest of the bondholders of Adler Group S.A. The five series were consolidated into one single tranche bond (ISIN: DE000A3L3AG9). As consideration for the issuer substitution, AGPS BondCo PLC issued two series of notes to Titanium 2L BondCo S.à r.l., EUR 700,000,000 6.250% PIK 2L reinstated notes (ISIN: DE000A3L3AH7) and EUR 2,341,900,000 6.250% PIK 3L subordinated notes (ISIN: DE000A3L3AJ3).

Status quo post to the September 2024 Refinancing and Restructuring

After the September 2024 Refinancing and Restructuring, Adler Group S.A. and its subsidiaries have therefore issued the following notes:

Issuer

Ranking

Notes description

ISIN

AGPS BondCo PLC

(bonds are listed but solely held by Titanium
2L BondCo S.à r.l. and not traded)

2L Senior Secured

EUR 700,000,000 due 2030

DE000A3L3AH7

3L Subordinated

EUR 2,341,900,000 perpetual

DE000A3L3AJ3

Adler Real Estate GmbH

Senior Secured

EUR 300,000,000 due 2026

XS1713464524

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