EQS-Adhoc: Bondholders, minority shareholder and Management Board of ACCENTRO reach agreement in principle on comprehensive restructuring solution

Bondholders, minority shareholder and Management Board of ACCENTRO reach agreement in principle on comprehensive restructuring solution

Berlin, 29 March 2025 – As part of the ongoing restructuring negotiations led by a group of bondholders, which together hold approximately 68% of the EUR 225m outstanding principal amount 2020/2026 bond and 100% of the EUR 100m outstanding principal amount 2021/2029 bond (together the "Ad Hoc Group"; the 2020/2026 and 2021/2029 bond together the "Outstanding Bonds"), an agreement in principle was reached on a comprehensive restructuring solution between the Ad Hoc Group, a minority shareholder of ACCENTRO (ADLER Real Estate GmbH and ADLER Group S.A. ("ADLER")) and ACCENTRO, which was approved by the Management Board yesterday. The signing of a commitment letter, in which the parties commit to the key parameters of the restructuring of the equity side, and an agreement on a comprehensive term sheet as part of a lock-up agreement between the Ad Hoc Group and ACCENTRO, in which the key parameters of the restructuring concept are set out, are expected to occur shortly.

The restructuring solution, which the Management Board has assessed and evaluated as the only available and therefore best option for ACCENTRO and is therefore pursuing, provides for the implementation of a restructuring project in accordance with the German Corporate Stabilization and Restructuring Act (StaRUG). The implementation of the restructuring solution is subject to various conditions precedent with regard to individual intermediate steps; these are in particular: a restructuring opinion confirming the restructuring solution, a court confirmation of the restructuring plan, the refinancing or extension of various property financings, and the approval of the Supervisory Board of ACCENTRO.

The restructuring concept is based on the key assumptions announced in the ad hoc disclosure dated 12 August 2024, whereby the economic framework conditions mentioned therein are subject to the finalization of the restructuring opinion. The restructuring concept also aims to achieve the following equity and debt capital structure:

• Capital measures pursuant to the StaRUG restructuring plan, including a partial capital reduction to EUR 10,000.00 (by way of share consolidation at a ratio of 3,243 to 1 after prior equalization by way of cancellation of 7,934 shares) and a cash capital increase excluding the subscription right of all shareholders except of ADLER by issuing 274,299 new shares to ADLER and bondholders that provide the New Super Senior Bonds. It is expected that the capital measures will result in the following post-restructuring equity: (i) ADLER c. 10.1%, (ii) Brookline Real Estate S.à r.l. und Brookline Real Estate II S.à r.l. c. 2,92%, (iii) the shares currently in free float totaling c. 0,43%, (iv) bondholders that subscribe for the New Super Senior Bonds c. 86.55%.
• Comprehensive amendments to the current respective terms and conditions of the Outstanding Bonds, in particular including:
  • Bifurcation of the principal amount of the 2020/2026 bond and of the 2021/2029 bond each on a pro rata basis into senior secured principal and unsecured deeply subordinated principal and capitalisation of all interest accruing until the effective date of the restructuring. It will not be possible to trade in, sell or otherwise dispose of the senior secured principal of the Outstanding Bonds separately from the unsecured deeply subordinated principal.

Subject to adjustments as part of the finalization of the restructuring opinion the Outstanding Bonds each would comprise of presumably around 40% senior secured principal amount and around 60% unsecured deeply subordinated principal amount. 

• Deferral of the maturity of the senior secured principal amount to 30 December 2028 and maturity of the unsecured deeply subordinated principal amount earliest 30 December 2028.
• Increase of the interest rate to presumably 7.0% per annum for the senior secured principal amount and presumably 15.0% per annum for the unsecured deeply subordinated principal amount. ACCENTRO may elect not to pay interest in cash but by increasing the principal outstanding 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 presumably 8.0% per annum.

• The Issuance of Super Senior Bonds in the mid double-digit million euro range (the "New Super Senior Bonds") to refinance the bridge bonds, provide additional operating liquidity funds and pay transaction costs. The New Super Senior Bonds are expected to have the following main terms:
  • Cash interest rate of 10% per annum and maturity on 30 December 2027 (unless previously redeemed).
  • The New Super Senior Bonds will provide for a right of the holders to receive a minimum redemption of 140% of the nominal capital of the New Super Senior Bonds. Accordingly, any redemption of the New Super Senior Bonds is subject to payment of a redemption premium, which is necessary to generate such minimum return.
  • The New Super Senior Bonds will be issued in a specified denomination of EUR 100,000 per note. ACCENTRO will offer all holders of the Outstanding Bonds to subscribe for New Super Senior Bonds on a pro rata basis, subject to certain regulatory conditions. ACCENTRO expects that a holder of 2020/2026 bonds will have the right to subscribe for one New Super Senior Note for each 722 2020/2026 bonds owned by such holder. In addition, each holder of the Outstanding Bonds participating in the New Super Senior Bonds will have the right to acquire new shares in ACCENTRO by way 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 Bonds and ACCENTRO will not pay any cash compensation 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 will commit to subscribe for any Super Senior Bonds which are not subscribed for by other holders of the Outstanding Bonds.
• Cumulative mandatory redemption concept
  • In line with the current term of the Outstanding Bonds, ACCENTRO will be required to make early redemptions of the Outstanding Bonds and the New Super Senior Bonds from the net proceeds of investment property sales as well as the realisation of certain receivables, subject to certain thresholds and grace periods.
  • Redemption payments on the senior secured principal amount of the Outstanding Bonds will only have to be made once the New Super Senior Bonds (and any prepayment premium thereon) have been paid in full. There will be no requirement to make mandatory redemption of the unsecured deeply subordinated principal amount of the Outstanding Bonds.

Notifying person:

Thomas Eisenlohr, Head of Investor Relations
Phone: +49 (0)30 887181272
eisenlohr@accentro.de

Berlin, 29 March 2025

The Management 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