ADLER Real Estate Aktiengesellschaft - Tender & Consent Offer - Launch

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."