ACCENTRO Real Estate AG announced that it has signed a binding agreement (the "2023 SUNs Lock- Up Agreement") with a group of bondholders holding approximately 56 % of the nominal amount of the 2023 SUNs (the "2023 SUNs Ad Hoc Committee") and will shortly conclude a separate amendment and consent agreement ("2026 SUNs Agreement") with the sole holder of its 2026 SUNs ("2026 SUNs Holder"), pursuant to which the parties agree to support a comprehensive Refinancing transaction (the "Refinancing"), which will extend the maturity of the SUNs by three years each. The proposed maturity extension demonstrates continued strong support from the bondholders and provides the business with sufficient runway and stability to continue its track record of business success. The Refinancing will allow ACCENTRO to focus on optimising and recalibrating its business activities and focus on attractive growth areas in the future, whilst remaining a reliable and attractive partner for its key financial stakeholders and business partners. Under the terms of the 2023 SUNs Lock-Up Agreement and subject to certain conditions, the 2023 SUNs Ad Hoc Committee and ACCENTRO have agreed to implement the Refinancing on the basis of a consent solicitation process in accordance with the German Bond Act (Schuldverschreibungsgesetz), whilst the Refinancing in relation to the 2026 SUNs will be effected concurrently by way of the 2026 SUNs Agreement. The key terms of the Refinancing in relation to the 2023 SUNs include among others: EUR 25 million redemption on consummation of the Refinancing; cash coupon uplift of 2 %-points from 3.625 % to 5.625 %; maturity extension from originally 13 February 2023 to 13 February 2026; contractually guaranteed minimum cumulative redemptions (including EUR 25 million redemption at closing): EUR 65 million by Dec-23, EUR 130 million by Dec-24, EUR 150 million by Feb-25; mandatory redemption from net proceeds from the sale of investment properties and from certain loans and financial investments (creditable against contractual guaranteed minimum redemption amounts in chronological order); new and comprehensive collateral package securing the 2023 SUNs and 2026 SUNs on pari passu basis, governed by new intercreditor agreement; limitation on incurrence of additional indebtedness at holding level; incurrence-based ICR covenant to be replaced by new debt incurrence covenants including EUR 225 million AssetCo debt capacity; secured LTV covenant to be replaced with an AssetCo LTV covenant set at 30 %; obligation of ACCENTRO not to declare or pay any dividend or make any other payment or distribution to any of its shareholders; no further acquisitions of new investment properties until 80 % of the 2023 SUNs nominal has been redeemed; certain limitations on acquisitions of inventory properties subject to certain 2023 SUNs redemption thresholds; certain limitations on brokerage /backstop activities; new asset disposal and inventory property acquisition covenant package; and enhanced reporting (including quarterly and annual investor calls). Any holder of the 2023 SUNs that will support the Refinancing by either acceding to the
2023 SUNs Lock-Up Agreement or signing a certain short-form support notice and thus providing ACCENTRO with increased transaction support will be entitled to receive a support fee equal to 0.10 % of the principal amount of its position in the 2023 SUNs, payable on consummation of the Refinancing (the "Support Fee"). Key terms of the Refinancing in relation to the 2026 SUNs include among others: cash coupon uplift of 2 %-points from 4.125 % to 6.125 %; maturity extension from originally 23 March 2026 to 23 March 2029; contractually guaranteed minimum cumulative redemptions at par: EUR 26 million by Dec-26, EUR 52 million by Dec-27, EUR 60 million by Feb-28; pro-rata sharing in redemptions with 2023 SUNs once 2023 SUNs redemption equal to EUR 150 million; new and comprehensive collateral package securing the 2023 SUNs and 2026 SUNs on pari passu basis, governed by new intercreditor agreement; and amended terms and conditions otherwise mirroring 2023 SUNs amendments.