White & Case advises Adler Group on successful restructuring and provision of new financing

Global law firm White & Case LLP has advised Adler Group S.A. and its subsidiaries on its successful restructuring, which included amendments to the terms and conditions of certain of its bonds with an aggregate nominal amount of €3.2 billion and the provision of up to €937.5 million of new money funding.

After conducting an issuer substitution in certain of its bonds to a UK subsidiary (the Plan Company), the Plan Company launched an English restructuring plan process under Part 26A of the Companies Act 2006. On April 12, 2023 the High Court of England and Wales sanctioned the restructuring plan and consequently the changes to the terms and conditions of the various bonds became effective. The plan was heavily contested by a minority ad hoc group of bondholders. By its detailed judgment handed down on April 21, 2023 the High Court comprehensively rejected the series of objections the ad hoc group had raised.

Together with a positive restructuring opinion and the provision of the agreed collateral, the High Court’s sanction order was one of the key conditions for the provision of new secured debt financing of up to €937.5 million to stabilise operations and the Group’s capital structure. As part of the package of consideration for the new money funding, the relevant financiers are receiving inter alia new shares in Adler Group representing 22.5 percent of the share capital on a fully diluted basis.

The funds of the new financing will be used by Adler Group S.A. to repay certain bonds of its subsidiary Adler Real Estate AG and to fund capital expenditures alongside certain fees and expenses. In connection with the new financing, White & Case LLP also advised Adler Group S.A. on successful consent solicitations for certain of its bonds.

The Adler group of companies is one of Germany's largest landlords, holding 26,202 units with an aggregated gross asset value of approximately €5.2 billion as of December 31, 2022.

The White & Case team that advised on the transaction was led by partners Roger Kiem, Andreas Lischka, Yannick Adler, Gernot Wagner (all Frankfurt), Christian Pilkington, Charles Balmain and Ben Davies (all London) and included partners Christoph Schulte-Kaubruegger (Berlin), Andreas Kleinschmidt, Sébastien Seele, Karsten Woeckener, Bodo Bender, Rebecca Emory, Thilo Diehl, Vanessa Schuermann, Sebastian Pitz, Sebastian Schrag (all Frankfurt), Sylvia Fiebig (Berlin), Riaz Janjuah (Hamburg), Stefan Bressler (Hamburg and Frankfurt), John Rogerson, Swati Tripathi, Victoria Burton, James Pullen (all London) and Hadrien Servais (Luxembourg), local partners Markus Fischer, Alisa Preissler, Peter Becker (all Frankfurt), Béla Knof (Hamburg), Astrid Lauterwein, Florian Kleinschmit and Steffen Meier (all Berlin), counsel Willem Van de Wiele (Luxembourg) and associates Timo Lockemann, Pia Berger, Patrick Hinz, Phoebos Lazaratos, Nane Juetting, Angela Hildebrand, Lina Fiedler, Karsten Krumm, Markus Stelzig, Nicolai Fischer, Melanie Schubert, Marie-Christin Frowerk, Jan Ditrich, Philip Eichhorn, Konstantin Huber, Moritz Schneider, Yulia Chembulatova, Gürkan Akbaba (all Frankfurt), Adhuv Prinja, Anna Soroka, Cecily Higham, Gabrielle Mistry, Conor Youngs, Robbie Powell, Frances Snowball, Connor Gray (all London), Jonas Tangermann (Hamburg), Scott Goldner and Kacper Sztejter (both Luxembourg).

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