Agreement signed with holders representing approximately 56 % of all EUR 250m senior unsecured notes (the “2023 SUNs”) and shortly expected conclusion of an agreement with sole holder of the EUR 100m senior unsecured notes (the “2026 SUNs”, together with the 2023 SUNs, the “SUNs”) to effect a comprehensive Refinancing transaction
Refinancing transaction demonstrates continued strong support from key financial stakeholders and provides runway and stability to continue track record of business success
Refinancing targeted to be completed on accelerated basis in the coming weeks
Berlin, 16 December 2022 - ACCENTRO Real Estate AG (“ACCENTRO”), an investor in residential real estate and Germany’s leading housing privatisation company, is pleased to announce that it has signed a binding agreement (the “2023 SUNs Lock-Up Agreement”) with a group of bondholders holding approximately 56 % of the nominal amount of the 2023 SUNs (the “2023 SUNs Ad Hoc Committee”) and will shortly conclude a separate amendment and consent agreement (“2026 SUNs Agreement”) with the sole holder of its 2026 SUNs (“2026 SUNs Holder”), pursuant to which the parties agree to support a comprehensive Refinancing transaction (the “Refinancing”), which will extend the maturity of the SUNs by three years each. The proposed maturity extension demonstrates continued strong support from the bondholders and provides the business with sufficient runway and stability to continue its track record of business success. The Refinancing will allow ACCENTRO to focus on optimising and recalibrating its business activities and focus on attractive growth areas in the future, whilst remaining a reliable and attractive partner for its key financial stakeholders and business partners. Lars Schriewer, CEO of ACCENTRO, said: “ACCENTRO has an excellent track record and strong market position in the German real estate market and even though we cannot escape the currently challenging market environment we look to the future with great confidence. We highly appreciate the strong support from our bondholders which provides stability and will enable us to drive further value for the benefit of all stakeholders.” ACCENTRO has been advised by Perella Weinberg Partners as financial and Latham & Watkins LLP as legal advisor. The 2023 SUNs Ad Hoc Committee has been advised by Houlihan Lokey as financial and Milbank LLP as legal advisor.
Under the terms of the 2023 SUNs Lock-Up Agreement and subject to certain conditions, the 2023 SUNs Ad Hoc Committee and ACCENTRO have agreed to implement the Refinancing on the basis of a consent solicitation process in accordance with the German Bond Act (Schuldverschreibungsgesetz), whilst the Refinancing in relation to the 2026 SUNs will be effected concurrently by way of the 2026 SUNs Agreement.
The key terms of the Refinancing in relation to the 2023 SUNs include among others:
EUR 25m redemption on consummation of the Refinancing;
cash coupon uplift of 2 %-points from 3.625 % to 5.625 %;
maturity extension from originally 13 February 2023 to 13 February 2026;
contractually guaranteed minimum cumulative redemptions (including EUR 25m redemption at closing): EUR 65m by Dec-23, EUR 130m by Dec-24, EUR 150m by Feb-25;
mandatory redemption from net proceeds from the sale of investment properties and from certain loans and financial investments (creditable against contractual guaranteed minimum redemption amounts in chronological order);
new and comprehensive collateral package securing the 2023 SUNs and 2026 SUNs on pari passu basis, governed by new intercreditor agreement;
limitation on incurrence of additional indebtedness at holding level;
incurrence-based ICR covenant to be replaced by new debt incurrence covenants including EUR 225m AssetCo debt capacity;
secured LTV covenant to be replaced with an AssetCo LTV covenant set at 30 %;
obligation of ACCENTRO not to declare or pay any dividend or make any other payment or distribution to any of its shareholders;
no further acquisitions of new investment properties until 80 % of the 2023 SUNs nominal has been redeemed;
certain limitations on acquisitions of inventory properties subject to certain 2023 SUNs redemption thresholds;
certain limitations on brokerage / backstop activities;
new asset disposal and inventory property acquisition covenant package; and
enhanced reporting (including quarterly and annual investor calls).
Any holder of the 2023 SUNs that will support the Refinancing by either acceding to the 2023 SUNs Lock-Up Agreement or signing a certain short-form support notice and thus providing ACCENTRO with increased transaction support will be entitled to receive a support fee equal to 0.10 % of the principal amount of its position in the 2023 SUNs, payable on consummation of the Refinancing (the “Support Fee”).
Key terms of the Refinancing in relation to the 2026 SUNs include among others:
cash coupon uplift of 2 %-points from 4.125 % to 6.125 %;
maturity extension from originally 23 March 2026 to 23 March 2029;
contractually guaranteed minimum cumulative redemptions at par: EUR 26m by Dec-26, EUR 52m by Dec-27, EUR 60m by Feb-28;
pro-rata sharing in redemptions with 2023 SUNs once 2023 SUNs redemption equal to EUR 150m;
new and comprehensive collateral package securing the 2023 SUNs and 2026 SUNs on pari passu basis, governed by new intercreditor agreement; and
amended terms and conditions otherwise mirroring 2023 SUNs amendments.
In light of the overwhelming support from its bondholders, ACCENTRO will accelerate its plans to further strengthen its management team through the appointment of a second member to the management board in due course.
ACCENTRO will shortly launch a consent solicitation process in accordance with the German Bond Act (Schuldverschreibungsgesetz) to effect the Refinancing in relation the 2023 SUNs. Related announcements will be provided to holders of the 2023 SUNs in due course. Holders of the 2023 SUNs that have not yet signed the 2023 SUNs Lock-Up Agreement or otherwise wish to support the Refinancing and receive the Support Fee should contact Perella Weinberg Partners (firstname.lastname@example.org), Houlihan Lokey (email@example.com) or the Calculation Agent (Kroll Issuer Services Limited, Attention: Paul Kamminga, Arlind Bytyqi (firstname.lastname@example.org), website: https://deals.is.kroll.com/accentro). ACCENTRO is targeting the completion of the Refinancing in the coming weeks and will continue working with holders of the 2023 SUNs and other stakeholders to finalise and implement the Refinancing.
ACCENTRO has made available a cleansing presentation which includes a financial update and additional information on its website: https://investors.accentro.de/en/news/presentation
About ACCENTRO Real Estate AG ACCENTRO Real Estate AG is a residential property investor and Germany’s market leader in housing privatisations. Its real estate portfolio consisted of around 5,200 units as of 30 September 2022. In addition to Berlin, regional focal points include central German cities and conurbations, as well as the Rhine-Ruhr metro region. The business activity of ACCENTRO comprises three core divisions. They are the tenant-sensitive retailing of apartments to private owner-occupiers and buy-to-let investors as well as the selling of real estate portfolios to institutional investors, and the build-up and management of a proprietary real estate portfolio, plus the provision of services for third parties. The shares of ACCENTRO Real Estate AG are listed on the Prime Standard segment of the Frankfurt Stock Exchange (German securities code number WKN: A0KFKB, ISIN: DE000A0KFKB3). www.accentro.de
ACCENTRO Real Estate AG
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