Bondholders clear the way for Adler Group’s comprehensive recapitalisation

Luxembourg, 18 June 2024 – Bondholders of Adler Group S.A. (“Adler Group” and together with its subsidiaries, the “Group”) have cleared the way for the Group’s comprehensive recapitalisation following a binding agreement with a steering committee of bondholders announced on 24 May 2024. More than 90% of the present and voting bondholders of each series have approved the amendment of the terms and conditions of the senior secured notes issued by AGPS BondCo PLC (the “Company”), a 100% direct subsidiary of Adler Group S.A. (the “Notes”). The 75% (present and voting) bondholder approval needed to implement the Proposed Amendments was far surpassed in each series of Notes, which signifies the strong and unified support received to effect certain amendments to the Notes (the “Proposed Amendments”). The bondholders voted by way of votes without meeting which lasted from 14 June 2024, 00:00 CET to 17 June 2024, 24:00 CET.

“We are grateful for the overwhelming support received from all our bondholders. We will continue working with them and our shareholders to achieve the desired result of stabilising the Adler Group, providing long-term benefits to all of our stakeholders,” says Thierry Beaudemoulin, member of the Board of Directors and CEO of Adler Group.

The comprehensive recapitalisation is expected to be implemented through the conversion of certain of the existing Notes into subordinated perpetual notes which are to be classified as equity under IFRS, thereby strengthening Adler Group’s book equity by approximately €2.3bn and stabilising its balance sheet.  In connection therewith, certain of the Group’s existing debt maturities are expected to be extended to December 2028, December 2029, and January 2030. Furthermore, Adler Group will be provided with up to €100m of additional liquidity through an increase of the existing 1L new money facility and also the ability to hold back disposal proceeds of up to €250m realised from April 2024, which would otherwise be applied in mandatory repayment of the existing 1L new money facility.

“The overwhelming support of our bondholders is a major step towards the stabilisation of Adler Group”, comments Stefan Brendgen, Chairman of the Board of Directors of Adler Group. “Furthermore, the outcome of the consent solicitations is proof of the great work delivered by the Adler teams and its advisers.”

Next steps
The Company will procure the implementation of the Proposed Amendments, which are subject to the fulfilment of certain conditions set out in the corresponding consent solicitation statement and will inform the bondholders as soon as the implementation conditions have been fulfilled or waived.

In light of the voting results of the consent solicitations, the Company considers it appropriate to delay progress of the English restructuring plan proceedings launched on 5 June 2024 pending implementation of the Proposed Amendments via the consent solicitations. The Company will, however, reserve its ability to, and remain ready to, continue the restructuring plan proceedings should that become necessary for implementation.