Adler Group S.A. Reaches Agreement with Bondholders on Financial Restructuring

Luxembourg-based Adler Group S.A., along with certain subsidiaries such as AGPS BondCo plc, has signed a lock-up agreement with a steering committee of bondholders. This agreement focuses on refinancing and extending existing financial indebtedness, providing additional liquidity, and restructuring current notes.

The transaction involves several key elements. A EUR 937.5 million loan facility set to mature in June 2025 will be increased by EUR 100 million and extended to December 2028. Additionally, EUR 400 million and EUR 191 million in secured notes will be refinanced into new secured money facilities due December 2029.

Furthermore, AGPS BondCo will be replaced as the issuer of various secured notes by a newly incorporated special purpose vehicle (SPV). This SPV will issue new notes and a series of pass-through notes based on accrued interest.

The bondholders will receive voting securities representing 75% of Adler Group's voting rights, while Adler Group's existing ordinary shares will hold the remaining 25% and all dividend distribution rights. Amendments to the articles of association will support this structure.