Adler Group S.A. procured binding commitments to refinance its 1.5L Facilities

Luxembourg, 20 January 2025 – Adler Group S.A. (“Adler Group”) procured binding commitments in the amount of c. €0.7bn for the refinancing of the 1.5L Notes issued by ADLER Financing S.à r.l., an orphan special purpose vehicle not related to Adler Group (“Financing SPV”), and a corresponding amendment of the 1.5L Facility between, inter alia, Adler Group and the Financing SPV (“Refinancing”). The amended 1.5L Facility will accrue payment-in-kind (PIK) interest at a rate of 10.00% per annum plus a 0.75% OID with a non-call protection in year 1 and a 1% call premium in year 2 (thereafter to be called at par). The reduction of the PIK interest from 14.00% reflects primarily an improved risk profile of Adler Group. The Refinancing is subject to the successful completion of the 1L Refinancing as announced on 20 December 2024 and the consent of the noteholders of the €3,041,900,000 2L 6.25% PIK notes (ISIN: DE000A3L3AF1) issued by Titanium 2L BondCo S.à r.l., an orphan special purpose vehicle not related to Adler Group. Provided that the required consent will be obtained, the Refinancing is expected to be completed mid-February 2025.

The current 1.5 Notes are divided into two series: (i) a €556 million series, which accrues 14.00% PIK interest annually, and (ii) a €116 million series, which accrues 4.25% PIK interest annually until 30 July 2025, after which it will convert into the €556 million series and accrue interest at 14.00% PIK annually. Both shall be refinanced in parallel.

With the currently assumed refinancing volume of €0.7bn and the current business plan, Adler Group will save approximately €87m of interest costs over the expected remaining lifetime of the 1.5L Facility. The maturity date of the 1.5L Facility of 31 December 2029 remains unchanged.

“This second refinancing announced within only a few weeks’ time proves again the market's increased confidence in Adler Group. Besides improving our capital structure, we will continue to exploit further measures to generate additional value for our company and ultimately its stakeholders”, says Dr. Karl Reinitzhuber, member of the Board of Directors and CEO of Adler Group.

“We are grateful for the trust that we have received from a large group of investors participating in this refinancing. Significantly reducing our cost of debt and saving approximately €134m interest costs over the expected remaining lifetime of both the 1L and 1.5L further stabilises our platform” says Thorsten Arsan, member of the Board of Directors and CFO of Adler Group.

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