Disclosure of Inside Information Pursuant to Article 17 of Regulation (EU) No. 596/2014
Berlin, March 29, 2025 – As part of the ongoing restructuring negotiations led by a group of bondholders who collectively hold approximately 68% of the outstanding principal amount of EUR 225 million of the 2020/2026 bond and 100% of the outstanding principal amount of EUR 100 million of the 2021/2029 bond (together, the “Ad Hoc Group”; the 2020/2026 and 2021/2029 bonds together, the “Outstanding Bonds”)—a fundamental agreement on a comprehensive restructuring solution was reached between the Ad Hoc Group, a minority shareholder of ACCENTRO (ADLER Real Estate GmbH and ADLER Group S.A. (“ADLER”)) and ACCENTRO, which the Management Board approved yesterday. The signing of a commitment letter, in which the parties commit to the key parameters of the equity restructuring, as well as the agreement on a comprehensive term sheet as part of a lock-up agreement between the Ad Hoc Group and ACCENTRO—which sets out the key parameters of the restructuring plan—is expected to take place shortly.
The restructuring solution—which the Executive Board, after review and evaluation, has assessed as the only available and therefore best course of action for ACCENTRO and is thus pursuing—provides for the implementation of a restructuring plan in accordance with the Corporate Stabilization and Restructuring Act (StaRUG). The implementation of the restructuring solution depends, with regard to individual intermediate steps, on various conditions precedent; these include, in particular: a restructuring report confirming the restructuring solution, court approval of the restructuring plan, the refinancing or extension of various real estate financing arrangements, and the approval of ACCENTRO’s Supervisory Board.
The restructuring plan is based on the fundamental assumptions announced in the ad hoc announcement of August 12, 2024, with the economic conditions outlined therein being subject to finalization in the restructuring report. Furthermore, the restructuring plan aims to establish the following equity and debt capital structure:
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Capital measures in accordance with the StaRUG restructuring plan, including a partial capital reduction to EUR 10,000.00 (by way of a stock consolidation at a ratio of 3,243 to 1 following prior compensation through the cancellation of 7,934 shares) and a cash capital increase with the exclusion of subscription rights for all shareholders except ADLER through the issuance of 274,299 new shares to ADLER and bondholders issuing the New Super Senior Bond. It is assumed that the capital measures will result in the following equity structure: (i) ADLER approximately 10.1%, (ii) Brookline Real Estate S.à r.l. and Brookline Real Estate II S.à r.l. approximately 2.92%, (iii) shares currently held by the public, totaling approximately 0.43%, and (iv) bondholders who subscribe to the New Super Senior Bond, approximately 86.55%.
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Comprehensive amendment of the currently applicable terms and conditions of the Outstanding Bonds, including, in particular:
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A division of the principal amount of the 2020/2026 Bond and the 2021/2029 Bond, in each case on a pro rata basis, into senior secured principal and unsecured, qualified subordinated principal, and the capitalization of all interest accrued up to the effective date of the restructuring. It will not be possible to trade, sell, or otherwise dispose of the senior secured capital of the Outstanding Bonds separately from the unsecured, qualified subordinated capital.
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Subject to adjustments as part of the finalization of the restructuring report, the Outstanding Bonds are expected to be allocated in a ratio of approximately 40% senior secured principal and approximately 60% unsecured, qualified subordinated principal.
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Deferral of the maturity of the senior secured principal amount until December 30, 2028, and maturity of the unsecured, qualified subordinated principal amount no earlier than December 30, 2028.
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Increase in the interest rate to an expected 7.0% per year for the senior secured principal amount and to an expected 15.0% per year for the unsecured, qualified subordinated principal amount. ACCENTRO may elect to pay interest not in cash but by increasing the outstanding principal amount of the Outstanding Bonds (“PIK interest”). If ACCENTRO elects to pay PIK interest on the senior-secured principal amount, the interest rate will increase to an estimated 8.0% per annum.
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The issuance of Super Senior Notes in the amount of a mid-double-digit million figure (the “New Super Senior Notes”) to refinance the bridge notes, provide additional working capital, and settle transaction costs. The New Super Senior Notes are expected to have the following material terms:
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A coupon rate of 10% per annum and a maturity date of December 30, 2027 (unless redeemed earlier).
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The New Super Senior Bonds entitle holders to a minimum repayment amount equal to 140% of the face value of the New Super Senior Bonds. Accordingly, any repayment of the New Super Senior Bonds is subject to the payment of a repayment premium necessary to achieve this minimum return.
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The New Super Senior Bonds will be issued in a fixed denomination of EUR 100,000 per bond. ACCENTRO will offer all holders of the Outstanding Bonds the opportunity to subscribe to the New Super Senior Bonds on a pro rata basis, subject to certain regulatory conditions. ACCENTRO expects that a holder of the 2020/2026 Bond will have the right to subscribe to one New Super Senior Bond for every 722 2020/2026 Bonds held. In addition, each holder of the Outstanding Bonds who subscribes to the New Super Senior Bond will receive the right to acquire new shares of ACCENTRO as part of a cash capital increase, excluding the subscription rights of all shareholders except ADLER. It will not be possible to subscribe for fractions of a New Super Senior Bond, and ACCENTRO will not pay a cash settlement if a holder of the Outstanding Bonds does not hold a sufficient number of Outstanding Bonds to subscribe for New Super Senior Bonds. Subject to certain conditions, members of the Ad Hoc Group undertake to subscribe for all New Super Senior Bonds that are not subscribed for by other holders of the Outstanding Bonds.
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Concept of a Cumulative Mandatory Redemption:
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In accordance with the current terms of the Outstanding Bonds, ACCENTRO is obligated to redeem the Outstanding Bonds and the New Super Senior Bonds early using the net proceeds from the sale of investment properties and the realization of certain receivables, subject to certain thresholds and grace periods.
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Repayments on the senior-secured principal amount of the Outstanding Bonds may not be made until the New Super Senior Bonds (and any prepayment penalties thereon) have been paid in full. A mandatory repayment of the unsecured, qualified subordinated principal amount of the Outstanding Bonds is not required.
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Person Issuing the Announcement:
Thomas Eisenlohr, Head of Investor Relations
Tel.: +49 (0)30 887181272
eisenlohr@accentro.de
The Executive Board
ACCENTRO Real Estate AG
Kantstraße 44/45 D-10625 Berlin
ISIN: DE000A0KFKB3 / DE000A3H3D51 / DE000A254YS5
Stock Exchanges: Frankfurt Stock Exchange, Regulated Market (Prime Standard) / Luxembourg Stock Exchange
Investor Relations Contact:
Thomas Eisenlohr
ACCENTRO Real Estate AG
Kantstraße 44/45
10625 Berlin
Email: eisenlohr@accentro.de
Phone: +49 (0)30 88 71 81 272