Vonovia launches capped tender offer for eight series of notes

By Marisa Wong

Los Angeles, Nov. 15 – Vonovia SE and Vonovia Finance BV announced a cash tender offer for several series of outstanding notes due 2023 and 2024.

Vonovia Finance is offering to purchase for cash the following outstanding notes:

• €500 million 0.125% notes due April 6, 2023 (ISIN: DE000A2R8NC5) at 99.05;

• €500 million 0.875% notes due July 3, 2023 (ISIN: DE000A192ZH7) at 98.65;

• €1 billion 2.25% notes due Dec. 15, 2023 (ISIN: DE000A18V146), with pricing to be calculated using the December 2023 interpolated mid-swap rate and a fixed spread of 60 basis points;

• €500 million 0.75% notes due Jan. 15, 2024 (ISIN: DE000A19UR61), with pricing to be calculated using the January 2024 interpolated mid-swap rate and a fixed spread of 65 bps;

• €500 million 1.625% notes due April 7, 2024 (ISIN: DE000A28VQC4), with pricing to be calculated using the April 2024 interpolated mid-swap rate and a fixed spread of 70 bps; and

• €1 billion 1.25% notes due Dec. 6, 2024 (ISIN: DE000A189ZX0), with pricing to be calculated using the December 2024 interpolated mid-swap rate and a fixed spread of 80 bps.

Vonovia SE is offering to purchase for cash the following outstanding notes:

• €500 million 0% notes due Sept. 1, 2023 (ISIN: DE000A3MP4S3) at 97.55; and

• €500 million 0% notes due Sept. 16, 2024 (ISIN: DE000A3E5MF0), with pricing to be calculated using the September 2024 interpolated mid-swap rate and a fixed spread of 75 bps.

Each offer is subject to a maximum acceptance amount. The combined maximum acceptance amount for both the Vonovia Finance offers and the Vonovia SE offers will be announced as soon as practicable after the pricing of Vonovia SE’s proposed issuance of new euro-denominated fixed rate notes.

The overall tender cap is expected to be a principal amount equal to the sum of (i) the principal amount of the new notes plus €500 million.

The tender offers are conditioned on the new financing.

Holders who participate in the tender offer may be given priority in allocation of the new notes.

If the offers are oversubscribed, scaling factors may be applied.

The issuers will pay accrued interest on tendered notes accepted for purchase.

The offers expire at 11 a.m. ET on Nov. 22.

Pricing will take place at or around 5 a.m. ET on Nov. 23.

Settlement is slated for Nov. 24.

BofA Securities Europe SA (+33 1 877 01057; DG.LM-EMEA@bofa.com), Deutsche Bank AG (+44 20 7545 8011), Goldman Sachs Bank Europe SE (+44 20 7774 4836; liabilitymanagement.eu@gs.com) and Morgan Stanley Europe SE (+44 20 7677 5040; liabilitymanagementeurope@morganstanley.com) are dealer managers for the tender offer.

Kroll Issuer Services Ltd. (+44 20 7704 0880; attn.: Jacek Kusion / Arlind Bytyqi; vonovia@is.kroll.com; https://deals.is.kroll.com/vonovia) is the tender agent.

Vonovia is a real estate company based in Bochum, Germany.

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