ADLER Real Estate Aktiengesellschaft - Tender & Consent Offer - Early Results (Tender)

ADLER REAL ESTATE AKTIENGESELLSCHAFT ANNOUNCES EARLY RESULTS OF THE TENDER OFFER AND CONSENT SOLICITATION IN RESPECT OF ITS OUTSTANDING €300,000,000 2.125% NOTES DUE 2024 (ISIN: XS1731858715).

23 MAY 2023

Full announcement including disclaimers and offer restrictions available via Adler

"May 23, 2023 — ADLER Real Estate Aktiengesellschaft (the “Company”) announces the early results of its invitation to the holders (the “Holders”) of its outstanding €300,000,000 2.125% notes due 2024 (the “Notes”) to tender any and all of such Notes for purchase by the Company for cash (the “Tender Offer”) and to consent to certain amendments (the “Proposed Amendments”) to the indenture (as amended from time to time, the “Indenture”) constituting such Notes (the “Consent Solicitation”, and together with the Tender Offer, the “Offer”), in each case on the terms and subject to the conditions set out in the tender offer and consent solicitation memorandum dated May 9, 2023 (the “Tender Offer and Consent Solicitation Memorandum”).

Capitalized terms used in this announcement but not defined herein have the meaning given to them in the Tender Offer and Consent Solicitation Memorandum.

Holders of €280,092,000 in aggregate principal amount of the Notes, representing 93.36% of the Notes currently outstanding, validly tendered their Notes and delivered their consent to the Proposed Amendments at or prior to 5:00 p.m., New York time, on May 22, 2023 (the “Early Tender and Consent Date”). Holders of such Notes shall receive the Total Consideration plus any Accrued Interest on or about May 26, 2023.

Based on the amounts of Notes tendered and consents received on the date hereof, the requisite majority under the Indenture has been reached and the Proposed Amendments will be implemented by way of execution of the third supplemental indenture as soon as reasonably practicable (the “Third Supplemental Indenture”).

Holders who validly tender their Notes after the Early Tender and Consent Date but on or prior to 11:59 p.m., New York time, on June 6, 2023, unless extended (such date and time, as may be extended, the “Expiration Date”) are eligible to receive the Tender Offer Consideration, plus the Consent Fee, plus any Accrued Interest. on or about June 13, 2023."

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ADLER REAL ESTATE AKTIENGESELLSCHAFT ANNOUNCES RECEIPT OF THE REQUISITE CONSENTS TO AMEND ITS OUTSTANDING €300,000,000 2.125% NOTES DUE 2024 (ISIN / COMMON CODE: XS1731858715 / 173185871).

22 MAY 2023

Full announcement including disclaimers and offer restrictions available via Adler

"Berlin, May 22, 2023 — ADLER Real Estate Aktiengesellschaft (the “Company”) announces that the holders (the “Holders”) of more than 50% in aggregate principal amount outstanding of its €300,000,000 2.125% notes due 2024 (the “Notes”) have validly tendered their Notes and delivered their consent to certain amendments to the indenture (the “Proposed Amendments”). Given the requisite consents to the Proposed Amendments have been received, the Company will proceed to execute a supplemental indenture to implement the Proposed Amendments as soon as reasonably practicable.

The Company will announce the full results of the tender offer and consent solicitation as of the early tender and consent date (which ends at 5:00 p.m., New York time, on May 22, 2023) on May 23, 2023.

On May 9, 2023, the Company invited the Holders of its Notes to tender any and all of such Notes for purchase by the Company for cash (the “Tender Offer”) and to consent to the Proposed Amendments (the “Consent Solicitation”, and together with the Tender Offer, the “Offer”), in each case on the terms and subject to the conditions set out in the tender offer and consent solicitation memorandum dated May 9, 2023 (the “Tender Offer and Consent Solicitation Memorandum”)."

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ADLER Real Estate Aktiengesellschaft announces a tender offer and consent solicitation in respect of its outstanding €300,000,000 2.125% notes due 2024 (ISIN: XS1731858715)

09 MAY 2023

Full announcement including disclaimers and offer restrictions available via luxse and Adler

"Berlin, 9 May 2023 – ADLER Real Estate Aktiengesellschaft (“ADLER RE”), invites the holders of its outstanding €300,000,000 2.125% notes due 2024 (the “Notes”) to tender any and all of such Notes for purchase by ADLER RE for cash and to consent to certain amendments (the “Proposed Amendments”) to the indenture (as amended from time to time by supplemental indentures, the “Indenture”) constituting the Notes (the “Offer”), on the terms and subject to the conditions set out in the tender offer and consent solicitation memorandum dated 9 May 2023 (the “Tender Offer and Consent Solicitation Memorandum”).

The Offer period begins on 9 May 2023 and will expire at 11:59 p.m., New York time, on 6 June 2023, unless extended or earlier terminated by ADLER RE. The repurchase price for Notes will be €940 per €1,000 principal amount. Pursuant to the Tender Offer and Consent Solicitation Memorandum, all holders tendering their Notes will be eligible to receive a fee in the amount of €10 per €1,000 principal amount of Notes accepted. An additional payment of €20 per €1,000 principal amount of Notes accepted will be made to holders tendering their Notes at an early stage.

Under the terms of the Tender Offer and Consent Solicitation Memorandum, holders will not be allowed to submit their tender instructions without also granting consent in respect of the Proposed Amendments. The Offer is also subject to the receipt of valid tenders of Notes and delivery of corresponding consents of at least a majority of holders of the aggregate principal amount of the outstanding Notes as well as certain conditions set forth in the Tender Offer and Consent Solicitation Memorandum.

The Proposed Amendments will eliminate certain restrictive covenants and other provisions of the Indenture in their entirety with resulting conforming changes to be made throughout the Indenture. The Proposed Amendments will also eliminate almost all Events of Default (as defined in the Indenture).

ADLER RE will not be required to purchase Notes or accept consents, and ADLER RE may terminate the Offer or, in its sole discretion, modify, extend or otherwise amend the Offer for any reason, including if the Required Consents have not been satisfied or waived."

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"Rationale for the Offer

The purpose of the Offer is to acquire all of the outstanding Notes and to proactively manage the Company’s debt portfolio and to provide liquidity to Holders."