Adler Group Sa · XETR:ADJ
Adler Group Sa — Debt Investor Presentation (May 2024)
15 slides from Adler Group Sa's debt investor presentation, May 24, 2024
Slide 1: Investor Update
FIADLER GROUP Investor Update 24 May 2024
Slide 2: Important Notice
Important Notice THIS PRESENTATION AND ITS CONTENTS ARE NOT FOR RELEASE,PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR IN TO OR FROM THE UNITED STATES OF AMERICA, CANADA, AUSTRALIA, JAPAN OR ANY JURISDICTION WHERE SUCH DISTRIBUTION IS UNLAWFUL. This presentation (“Pr
Slide 3: Transaction Summary
Transaction Summary BCP 3
Slide 4: Overview of Transaction
Overview of Transaction • The Group is delighted to announce that it has today entered into a binding agreement (the “Lock-Up Agreement”) with a steering committee of bondholders (the “Steerco”) and additional bondholders representing over 60% of the 2L Notes for a comprehensive recapitalization tra
Slide 5: Next Steps
Next Steps • The Group is pursuing a dual-track approach to procure the requisite consent from the holders of the 2L Notes. — AGPS BondCo will launch a consent solicitation for each series of its 2L Notes according to the German Bond Act (Schuldverschreibungsgesetz) shortly. 2L Notes — In parallel,
Slide 6: Company Information
Company Information BCP 6
Slide 7: Simplified Corporate Structure
Stichting Adler Finance Simplified Corporate Structure €857m 1L New Money Facility due Jun-25 Adler Financing S.à.r.l. (“Facility SPV”) €937.5m 1L New Money Notes due Jun-25 ADLER Group S.A. Share pledges securing: (“Adler Group” and together with its • 1L New Money Facility, 1.5L AGPS Notes, 1.5L A
Slide 8: Simplified Capital Structure as of Dec-23
Simplified Capital Structure as of Dec-23 Adler RE – Capital structure Consus – Capital structure Adler Group (standalone) – Capital structure In € million Amount O/S Maturity Interest In € million Amount O/S Maturity Interest In € million Amount O/S Maturity Interest Repaid in Feb 2024 Bank loan #1
Slide 9: Transaction Terms
Transaction Terms BCP 9
Slide 10: Key Transaction Terms
Key Transaction Terms • 1L New Money Notes outstanding at RED to be fully refinanced with new 1L New Money Notes due Dec-28 (“2028 New Money Notes”): — Issuer: Facility SPV. — Quantum (cash funded(1)): 1L New Money Notes outstanding at RED plus up to €100m(2). 1L New — Interest: 12.5% PIK. Money Not
Slide 11: Key Transaction Terms
Key Transaction Terms • Notes SPV will replace AGPS BondCo as the issuer of all the 2L Notes, which will then be exchanged for a single series of new “SPV Notes”. • Issuer: Notes SPV. SPV Notes • Quantum: 2L Notes outstanding at RED. • Pricing: 6.25%. • The SPV Notes will be backed by new notes issu
Slide 12: Key Transaction Terms
Key Transaction Terms Holdback • Group may retain up to €250m of disposal proceeds received since Apr-24 subject to certain conditions(1). • Net disposal proceeds received by Adler RE (and not retained pursuant to the above holdback) applied: — first, in par repayment of the 1L New Money Facility at
Slide 13: Indicative Post Transaction Capital Structure
Indicative Post Transaction Capital Structure O/ S Interest (%) Maturity Pre- Tx Tx- Adjustments Post- Tx Pre- Tx Post- Tx Pre- Tx Post- Tx €m O/ S( 1) Upsizing Rein. 2L SSNs Perpetual Notes Fees O/ S Secured PropCo Debt (A) 1,774 (2) – – – – 1,774 Var. Var. Var. Var. € 30 0 m Adler RE 20 26 Not es
Slide 14: Indicative Post Transaction Corporate Structure
Indicative Post Transaction Corporate Structure Stichting Adler Finance Voting securities Existing (parts Shareholders bénéficiaires) 100% 75% voting rights 25% voting rights Holders of the 0% distribution 100% distribution 1L New Money Notes rights rights Facility SPV €1,222m 2028 New Money Notes H
Slide 15: Corporate Liquidity Development to Dec-28
Corporate(1) Liquidity Development to Dec-28 Key Business Planning Assumptions & Outputs (pro forma for transaction) 84 • Cosmopolitan portfolio and BCP sale 350 processes ongoing Real Estate • Liquidity sized to be adequate in a Assets scenario where the development book is sold by 2026 and the maj