EQS-News

Adler Group S.A.: Adler reaches agreement with bondholder group on amendment of note terms and provision of secured debt financing

EQS-News: Adler Group S.A. / Key word(s): Capital Reorganisation Adler Group S.A.: Adler reaches agreement with bondholder group on amendment of note terms and provision of secured debt financing 25.11.2022 / 19:52 CET/CEST The issuer is solely responsible for the content of this announcement. Adler reaches agreement with bondholder group on amendment of note terms and provision of secured debt financing

• Lock-Up agreement signed with bondholders, representing approximately 45% of all unsecured non-convertible notes issued by Adler Group S.A. (the “Notes”), provides for support in changing the terms and conditions of the various Notes issued by Adler Group
• Financing commitments of up to EUR 937.5 million to stabilize operations and capital structure (commitments are subject to certain conditions, including successful implementation of changes to the terms and conditions of the Notes)
• Changes to the terms and conditions of the Notes are expected to take effect during the first quarter of 2023

Luxembourg, 25 November 2022 - Following extensive negotiations with a group of bondholders and their legal and financial advisors, Adler Group S.A. (“Adler Group”) as well as its subsidiaries, ADLER Real Estate AG (“ADLER RE”) and Consus Real Estate AG (“Consus” and together with ADLER RE and Adler Group, the “Adler group of companies”), have today entered into an agreement (the “Lock-Up Agreement”) with the members of the Steering Committee of an ad-hoc group of holders of its Notes (the “Bondholders”) supporting the stabilization of the Adler group of companies to effect an amendment of the terms and conditions of the Notes. The 2023 convertible notes of Adler Group are not subject to the agreement.

Concurrently with the conclusion of the Lock-Up Agreement, the Adler Group has also entered into a commitment letter (the “Commitment Letter”) with the members of the Steering Committee, in which they commit to provide the Adler group of companies with up to EUR 937.5 million of new funding to stabilize the Adler group of companies (the “New Funding”). The provision of the New Funding is subject to a positive restructuring opinion, an amendment of the bond terms and conditions, the provision of the agreed collateral and other customary conditions. Other bondholders will also be given the opportunity to participate in the New Funding, which will be raised in the form of bonds to be subscribed for by the participating bondholders, with the relevant bond proceeds to be on-lent to Adler Group and certain of its subsidiaries.