Adler Group S.A. and certain of its subsidiaries have entered into an agreement with the members of the Steering Committee of bondholders supporting a comprehensive financial restructuring of the Adler Group. In addition to an extension of the maturity of the existing 1L Notes to December 2028 and the replacement of the existing 1.5L Notes with a facility due until December 2029, the financial restructuring will include an extension of the existing 2L Notes with a volume of EUR 700 million to January 2030.
To strengthen Adler Group S.A.'s equity base, the remaining portion of the existing 2L Notes amounting to approximately EUR 2.3 billion will be converted into subordinated Perpetual Notes. In addition, the Adler Group's liquidity will be strengthened by a new money loan of up to EUR 100 million and by permitting the holdback of sales proceeds in an amount of up to EUR 250 million. As part of the financial restructuring, the holders of the 2L Notes will acquire a total of 75% of the voting rights in Adler Group.
The implementation of the overall transaction is subject to various conditions, including the necessary approvals of the holders of the 2L Notes and the shareholders of Adler Group S.A.
The Hengeler Mueller team worked closely with teams of Milbank, led by Yushan Ng and Sarah Levin and Mathias Eisen, Loyens & Loeff, led by Michael Scott, and Houlihan Lokey led by Manuel Martinez-Fidalgo and Ulrich Graebner.
Hengeler Mueller team for Steering Committee of bondholders
Restructuring/Finance: Martin Tasma (Berlin), Johannes Tieves (Frankfurt) (both partners), Arvid Morawe (associate, Berlin) (all lead), Nikolaus Vieten (partner, Frankfurt), Jasper Bothe, Hanna Eizenhöfer, Nicolas Kutscher, Philipp Halm (all Berlin), Tobias Braun (Frankfurt/London, all associates),
Capital Markets: Alexander Rang (partner), Dennis Stottmann, Pascal Brandt (both associates, all Frankfurt),
Corporate/M&A: Maike Hölty (Berlin), Hartwin Bungert (Düsseldorf, both partners), Christian Strothotte (counsel, Dusseldorf), Tobias Ponßen, Elmar Willemsen (both Berlin, both associates),
Dispute Resolution: Philipp Hanfland (partner, Frankfurt/London), Natalia Dobrosz (associate, Frankfurt),
Tax: Matthias Scheifele (partner, Munich), Sebastian Heinrichs (counsel, Frankfurt), Isabella Zimmerl (associate, Munich),
Financial Regulatory: Christian Schmies (partner, Frankfurt),
Public Law: Fabian Alexander Quast (partner), Daniel Drescher (associate, both Berlin).