Aroundtown gives results of exchange, tender offers for four subordinated notes

By Mary-Katherine Stinson

Lexington, Ky., April 10 – Aroundtown SA gave results of its invitations to holders of four series of subordinated notes to either (i) exchange any and all of their existing notes for new notes and cash or (ii) exchange a portion of the existing notes and tender the remainder for purchase, according to a notice.

The final results of the offer are as follows:

• €262 million of the €600 million undated subordinated notes subject to interest rate reset with a first call date in 2023 (ISIN: XS1508392625) issued by ATF Netherlands BV and unconditionally and irrevocably guaranteed on a subordinated basis by Aroundtown were tendered with €13,845,000 being accepted for tender;

• €390.7 million of the €600 million 3.375% undated subordinated notes subject to interest rate reset with a first call date in 2024 (ISIN: XS2055106210) issued by Aroundtown and originally issued by TLG Finance Sarl were tendered with €24.66 million being accepted for tender;

• €282.1 million of the €400 million 4.542% undated subordinated notes subject to interest rate reset with a first call date in 2024 (ISIN: XS1752984440) issued by Aroundtown were tendered with €20.13 million being accepted for tender; and

• €399,258,000 of the €500 million undated subordinated notes subject to interest rate reset with a first reset date in 2025 (ISIN: XS2027946610) issued by Aroundtown were tendered with €42,851,100 being accepted for purchase.

The company will issue €606,864,000 of new undated subordinated notes, also known as NC6 euro notes, and €618.37 million of new undated subordinated notes, also known as NC5.25 euro notes.

The company will pay a total of €48,851,014 in cash to qualifying noteholders under the offers and a total tender consideration of €63,973,736.25 to qualifying noteholders under the tender and exchange offers.

The offers

As previously reported, to recap the specifics of the offers, Aroundtown invited holders of the ATF notes with €368.9 million outstanding with a current coupon of 7.078%, and €600 million 3.375% notes, all of which was outstanding, to either:

• Offer to exchange any and all of the ATF notes or the 3.375% notes for (a) newly issued euro-denominated undated subordinated notes subject to interest rate reset with a first call date in 2030, issued by Aroundtown Finance Sarl and unconditionally and irrevocably guaranteed on a subordinated basis by Aroundtown and (b) a cash amount; or

• Offer to exchange 85% in aggregate nominal amount of any and all of the ATF notes or the 3.375% notes in the exchange offer and tender 15% in aggregate nominal amount of any and all of the ATF notes or the 3.375% notes for purchase for cash.

Under the second invitation, Aroundtown invited holders of the €400 million 4.542%, notes, all of which was outstanding, and €500 million 2.875%, notes, all of which was outstanding, to either:

• Offer to exchange any and all of the 4.542% notes or the 2.875% notes for newly issued euro-denominated undated subordinated notes subject to interest rate reset with a first call date in 2029, issued by the Aroundtown Finance and guaranteed on a subordinated basis by Aroundtown and (b) a cash amount; or

• Offer to exchange 85% in aggregate nominal amount of any and all of the 4.542% notes or the 2.875% notes in the exchange offer and tender 15% in aggregate nominal amount of any and all of the 4.542% notes or the 2.875% notes for purchase for cash.

Consideration

The exchange consideration for the ATF notes consists of a principal amount of new notes equal to 100% of the aggregate nominal amount of ATF notes accepted for exchange and a cash amount equal to 6% of the aggregate nominal amount of ATF notes accepted for exchange.

The tender consideration for the ATF notes is an amount in cash equal to 70.25% of the aggregate nominal amount of ATF notes accepted for exchange.

The exchange consideration for the 3.375% notes consists of a principal amount of new notes equal to 98% of the aggregate nominal amount of 3.375% notes accepted for exchange and a cash amount equal to 2% of the aggregate nominal amount of 3.375% notes accepted for exchange.

The tender consideration for the 3.375% notes is an amount in cash equal to 66% of the aggregate nominal amount of 3.375% notes accepted for exchange.

The exchange consideration for the 4.542% notes consists of a principal amount of new notes equal to 100% of the aggregate nominal amount of 4.542% notes accepted for exchange and a cash amount equal to 2% of the aggregate nominal amount of 4.542% notes accepted for exchange.

The tender consideration for the 4.542% notes is an amount in cash equal to 58.25% of the aggregate nominal amount of 4.542% notes accepted for exchange.

The exchange consideration for the 2.875% notes consists of a principal amount of new notes equal to 100% of the aggregate nominal amount of 2.875% notes accepted for exchange and a cash amount equal to 6% of the aggregate nominal amount of 2.875% notes accepted for exchange.

The tender consideration for the 2.875% notes is an amount in cash equal to 61.25% of the aggregate nominal amount of 2.875% notes accepted for exchange.

New notes

The €606,864,000 of new undated subordinated notes, or the new NC6 euro notes, offered in exchange for the ATF notes or the 3.375% notes will be issued at par with an initial coupon of 7.125% and a first call date on Jan. 16, 2030 (ISIN: XS2799494120). The interest rate will reset to the five-year mid-swap rate plus a margin of 450.8 basis points on April 16, 2030, 475.8 bps on April 16, 2035 and 550.8 bps on April 16, 2050.

The €618.37 million of new undated subordinated notes, or the new NC5.25 euro notes, offered in exchange for the 4.542% notes or the 2.875% notes will be issued at par with an initial coupon of 5% and a first call date on April 16, 2029 (ISIN: XS2799493825). The interest rate will reset to the five-year mid-swap rate plus a margin of 234.9 bps on July 16, 2029, 259.9 bps on July 16, 2034 and 334.9 bps on July 16, 2049.

Each of the two new hybrid notes is subject to a minimum issue size of at least €200 million.

Details

The offers expired at 11 a.m. ET on April 9.

Settlement is slated for April 16.

The dealer managers for the offers are BofA Securities Europe SA (+33 1 877 01057; DG.LM-EMEA@bofa.com), Citigroup Global Markets Ltd. (+44 20 7986 8969; liabilitymanagement.europe@citi.com), Goldman Sachs International (+44 20 7774 4836; liabilitymanagement.eu@gs.com) and J.P. Morgan SE (+44 20 7134 2468; liability_management_EMEA@jpmorgan.com)

Kroll Issuer Services Ltd. (+44 20 7704 0880; aroundtown@is.kroll.com; https://deals.is.kroll.com/aroundtown; attn.: Owen Morris) is the exchange agent.

The issuer is a Luxembourg-based commercial real estate company.

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