PRESS RELEASE : Adler Group S.A. successfully places a EUR 1.5bn 5 and 8-year dual tranche bond to refinance debt

 
 DGAP-News: Adler Group S.A. / Key word(s): Bond 
Adler Group S.A. successfully places a EUR 1.5bn 5 and 8-year dual tranche 
bond to refinance debt 
 
2021-01-08 / 07:00 
The issuer is solely responsible for the content of this announcement. 
 
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR 
INTO THE UNITED STATES OF AMERICA, CANADA, JAPAN, AUSTRALIA OR IN ANY OTHER 
JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE 
UNLAWFUL 
 
*Adler Group S.A. successfully places a EUR 1.5bn 5 and 8-year dual tranche 
bond to refinance debt* 
 
- Dual tranche due January 2026 and January 2029 with a weighted average 
coupon of 2.075% 
 
- Total order book of EUR 4.0bn with more than 200 investors participating 
 
- Proceeds will be used to refinance upcoming maturities and further extend 
debt maturity profile 
 
*Berlin, 8 January 2021* - Adler Group S.A. ("*Adler Group*") successfully 
placed EUR 1.5 billion fixed rate senior unsecured notes (the "*Notes*") 
comprising of two tranches, a EUR 700 million 5-year maturity with a 1.875% 
fixed coupon and a EUR 800 million 8-year maturity with a 2.25% fixed 
coupon. The Notes were placed with institutional investors across Europe 
with a total order book of EUR 4.0bn. 
 
The proceeds of the issue of the Notes will be used to repay existing 
indebtedness, including the announced buyback of Adler Real Estate AG's EUR 
500 million bond due in December 2021, to further smoothen and extend Adler 
Group's debt maturity profile and a next step to achieve the targeted 
financial synergies. Together with existing liquidity and cash received from 
the recently closed transactions, all the upcoming debt maturities in 2021 
are covered. 
 
The Notes are rated BB+ with S&P, driven by the strong recovery rating of 
the bonds and influenced by Adler Group's valuable asset base. 
 
The Notes have a denomination of EUR 100,000 each and will be listed on the 
Euro MTF of the Luxembourg Stock Exchange. J.P. Morgan acted as Sole Global 
Coordinator and Barclays, Deutsche Bank and J.P. Morgan acted as Joint 
Bookrunners. 
 
Investor Relations: 
 
T [phone] 
F [phone] 
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*DISCLAIMER - IMPORTANT* 
 
This release does not contain or constitute an offer to sell or the 
solicitation of an offer to purchase any securities. Neither this 
announcement nor anything contained herein shall form the basis of, or be 
relied upon in connection with, any offer or commitment whatsoever in any 
jurisdiction. 
 
*FORWARD-LOOKING STATEMENTS AND PROJECTIONS* 
 
Certain statements contained in this release may constitute "forward-looking 
statements" that involve a number of risks and uncertainties. 
Forward-looking statements are generally identifiable by the use of the 
words "may", "will", "should", "plan", "expect", "anticipate", "estimate", 
"believe", "intend", "project", "goal" or "target" or the negative of these 
words or other variations on these words or comparable terminology. 
Forward-looking statements are based on assumptions, forecasts, estimates, 
projections, opinions or plans that are inherently subject to significant 
risks, as well as uncertainties and contingencies that are subject to 
change. No representation is made or will be made by Adler Group that any 
forward-looking statement will be achieved or will prove to be correct. The 
actual future business, financial position, results of operations and 
prospects may differ materially from those projected or forecast in the 
forward-looking statements. Adler Group does not assume any obligation to 
update, and does not expect to publicly update, or publicly revise, any 
forward-looking statements or other information contained in this release, 
whether as a result of new information, future events or otherwise, except 
as otherwise required by law. 
 
The cautionary statements set out above should be considered in connection 
with any subsequent written or oral forward-looking statements that Adler 
Group, or persons acting on its behalf, may issue. 
 
*ADDITIONAL INFORMATION* 
 
This announcement does not constitute an offer to sell or a solicitation of 
an offer to purchase any securities in the United States. Any securities 
referred to herein have not been and will not be registered under the U.S. 
Securities Act of 1933, as amended (the "*Securities Act*"), or the laws of 
any state within the U.S., and may not be offered or sold in the United 
States absent registration or an applicable exemption from registration or 
in a transaction not subject to the registration requirements of the 
Securities Act. Any public offering of securities to be made in the United 
States will be made by means of a prospectus that may be obtained from the 
issuer or the selling security holder and that will contain detailed 
information about the company and management, as well as financial 
statements. There will be no offering of the Notes in the United States. 
This announcement and the information contained herein may not be 
distributed or sent into the United States, or in any other jurisdiction in 
which offers, or sales of the securities described herein would be 
prohibited by applicable laws and should not be distributed to publications 
with a general circulation in the United States. The Notes are being offered 
and sold outside the United States only in reliance on Regulation S under 
the Securities Act. 
 
In the United Kingdom, this announcement is only being distributed to and is 
only directed at (i) persons who have professional experience in matters 
relating to investments falling within Article 19(5) of the Financial 
Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended, 
the "*Financial Promotion Order*") and (ii) persons falling within Article 
49(2)(a) to (d) ("high net worth companies, "unincorporated associations", 
etc.) of the Financial Promotion Order, (iii) are outside the United 
Kingdom, or (iv) are persons to whom an invitation or inducement to engage 
in investment activity (within the meaning of section 21 of the Financial 
Services and Markets Act 2000 ("*FSMA*")) in connection with the issue or 
sale of the Notes may otherwise lawfully be communicated or caused to be 
communicated (all such persons together being referred to as "*relevant 
persons*"). The Notes are only available to, and any invitation, offer or 
agreement to subscribe, purchase or otherwise acquire such Notes will be 
engaged in only with, relevant persons. Any person who is not a relevant 
person should not act or rely on this announcement or any of its contents. 
The Notes are not being offered to the public in the United Kingdom. 
 
None of J.P. Morgan AG, Barclays Bank Ireland PLC and Deutsche Bank 
Aktiengesellschaft (the "*Joint Bookrunners*") or any of their respective 
directors, officers, employees, advisers or agents accepts any 
responsibility or liability whatsoever for or makes any representation or 
warranty, express or implied, as to the truth, accuracy or completeness of 
the information in this announcement (or whether any information has been 
omitted from the announcement) or any other information relating to Adler 
Group or any of their subsidiaries or associated companies, whether written, 
oral or in a visual or electronic form, and howsoever transmitted or made 
available or for any loss howsoever arising from any use of this 
announcement or its contents or otherwise arising in connection therewith. 
 
The Joint Bookrunners are acting exclusively for Adler Group and no one else 
in connection with the transaction. They will not regard any other person as 
their respective clients in relation to the transaction and will not be 
responsible to anyone other than Adler Group for providing the protections 
afforded to their respective clients, nor for providing advice in relation 
to the transaction, the contents of this announcement or any arrangement or 
other matter referred to herein. 
 
In connection with the issue of the Notes, the Joint Bookrunners and any of 
their affiliates, acting as investors for their own accounts, may subscribe 
for or purchase the securities of Adler Group and in that capacity may 
retain, purchase, sell, offer to sell or otherwise deal for their own 
accounts in such securities and other securities of Adler Group or related 
investments in connection with this securities offering or otherwise. The 
Joint Bookrunners do not intend to disclose the extent of any such 
investment or transactions otherwise than in accordance with any legal or 
regulatory obligations to do so. 
 
*MIFID II PRODUCT GOVERNANCE / PROFESSIONAL INVESTORS AND ECPS ONLY TARGET 
MARKET* 
 
Solely for the purposes of the product approval process of J.P. Morgan AG, 
Barclays Bank Ireland PLC and Deutsche Bank Aktiengesellschaft (each, a 
"*manufacturer*"), the target market assessment in respect of the Notes has 
led to the conclusion that: (i) the target market for the Notes is eligible 
counterparties and professional clients only, each as defined in Directive 
(EU) 2014/65 (as amended, "*MiFID II*"); and (ii) all channels for 
distribution of the Notes to eligible counterparties and professional 
clients are appropriate. Any person subsequently offering, selling or 
recommending the Notes (a "*distributor*") should take into consideration 
the manufacturers' target market assessment; however, a distributor subject 
to MiFID II is responsible for undertaking its own target market assessment 
in respect of the Notes (by either adopting or refining the manufacturers' 
target market assessment) and determining appropriate distribution channels. 
For the avoidance of doubt, Adler Group is not a MiFID II regulated entity 
and does not qualify as a distributor or a manufacturer under the MiFID II 
product governance rules. 
 
*UK MIFIR PRODUCT GOVERNANCE * 
 
Solely for the purposes of each manufacturer's product approval process, the 
target market assessment in respect of the Notes has led to the conclusion 
that: (i) the target market for the Notes is only eligible counterparties, 

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