White & Case advises Adler Group on comprehensive recapitalisation and amendment of bond terms

Global law firm White & Case LLP has advised Adler Group S.A. and its subsidiaries on financing commitments for a new secured debt financing of up to €937.5 million to stabilize operations and capital structure, and a lock-up agreement signed by a steering committee of bondholders which provides for support in changing the terms and conditions of the various bonds issued by Adler Group with an aggregate nominal amount of €3.2 billion. 

Adler Group S.A. (Adler Group) and its subsidiaries ADLER Real Estate AG (ADLER RE) and Consus Real Estate AG (Consus), together the Adler group of companies, have entered into a lock-up agreement with the members of the steering committee of an ad-hoc group of bondholders supporting the stabilization of the Adler group of companies to effect an amendment of the terms and conditions of the bonds. The 2023 convertible notes of Adler Group are not subject to the agreement.

Concurrently with the conclusion of the lock-up agreement, the Adler Group has also entered into a commitment letter with the members of the steering committee in which they commit to provide the Adler group of companies with up to €937.5 million of new funding to stabilize the Adler group of companies. The provision of the new funding is subject to a positive restructuring opinion, an amendment of the bond terms and conditions, the provision of the agreed collateral and other customary conditions. Other bondholders will also be given the opportunity to participate in the new funding, which will be raised in the form of bonds to be subscribed for by the participating bondholders, with the relevant bond proceeds to be on-lent to Adler Group and certain of its subsidiaries.

The Adler Group is one of Germany's largest landlords holding approximately 26,000 residential units and 6,000 units in its development project pipeline with an aggregated gross asset value of approximately €9.5 billion (as of 30 June 2022).

The White & Case team that advised on the transaction was led by partners Roger Kiem, Gernot Wagner, Andreas Lischka and Yannick Adler (all Frankfurt) and included partners Riaz Janjuah (Hamburg), Ben Davies (London), Stefan Bressler (Hamburg and Frankfurt), Andreas Kleinschmidt, Sébastien Seele, Karsten Woeckener, Bodo Bender, Rebecca Emory, Sonja Hoffmann, Rostyslav Telyatnykov, Thilo Diehl, Vanessa Schuermann, Sebastian Pitz, and Sebastian Schrag (all Frankfurt), local partners Julia Sitter, Patricia Galts, Peter Becker (all Frankfurt), Béla Knof (Hamburg), Astrid Lauterwein and Florian Kleinschmit (both Berlin) and associates Timo Lockemann, Pia Berger, Patrick Hinz, Yulia Chembulatova, Nane Juetting, Markus Stelzig, Alisa Preissler, Nicolai Fischer, Melanie Schubert, Marie-Christin Frowerk, Angela Hildebrand, Lina Fiedler, Markus Fischer, Agmal Bahrami and Caroline Kühner (all Frankfurt), Jonas Tangermann, Nico Frehse (both Hamburg) and Gürkan Akbaba (London). Other lawyers from the White & Case offices in London, New York and Luxembourg also advised on the transaction.

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