Vonovia launches tender offers for 17 notes capped at €1 billion

By Marisa Wong

Los Angeles, July 3 – Vonovia Finance BV and Vonovia SE announced cash tender offers for 17 series of outstanding notes due 2024, 2025, 2026, 2028, 2030 and 2032, according to a notice.

The total amount payable by the purchasers for all of the notes accepted for purchase under the offers will be capped at €1 billion, including accrued interest.

The purchasers said they reserve the right to increase or decrease the overall cap across the offers and will determine the allocation of the total funds available between the two groups of offers and the aggregate principal amount to be accepted for each series entirely at their discretion.

Vonovia Finance offers

Vonovia Finance is inviting holders of its outstanding notes from the following series to tender their notes for purchase for cash:

• €500 million 0.75% notes due Jan. 15, 2024 (ISIN: DE000A19UR61), with €373.2 million outstanding, at a purchase price of 98.2;

• €500 million 1.625% notes due April 7, 2024 (ISIN: DE000A28VQC4), with €389.7 million outstanding, at a purchase price of 98;

• €1 billion 1.25% notes due Dec. 6, 2024 (ISIN: DE000A189ZX0), with €890.4 million outstanding, with pricing to be based on the interpolated mid-swap rate and a fixed spread of 50 basis points;

• €500 million 1.5% notes due March 31, 2025 (ISIN: DE000A1ZY989), all of which is outstanding, with pricing to be based on the interpolated mid-swap rate and a fixed spread of 65 bps;

• €500 million 1.8% notes due June 29, 2025 (ISIN: DE000A2RWZZ6), all of which is outstanding, with pricing to be based on the interpolated mid-swap rate and a fixed spread of 70 bps;

• €500 million 1.125% notes due Sept. 8, 2025 (ISIN: DE000A19NS93), all of which is outstanding, with pricing to be based on the interpolated mid-swap rate and a fixed spread of 95 bps;

• €700 million 1.5% notes due March 22, 2026 (ISIN: DE000A19X8A4), all of which is outstanding, with pricing to be based on the interpolated mid-swap rate and a fixed spread of 120 bps;

• €500 million 1.5% notes due June 10, 2026 (ISIN: DE000A182VT2), all of which is outstanding, with pricing to be based on the interpolated mid-swap rate and a fixed spread of 100 bps;

• €750 million 0.625% notes due July 9, 2026 (ISIN: DE000A28ZQP7), all of which is outstanding, with pricing to be based on the interpolated mid-swap rate and a fixed spread of 135 bps;

• €500 million 1.5% notes due Jan. 14, 2028 (ISIN: DE000A19UR79), all of which is outstanding, with pricing to be based on the interpolated mid-swap rate and a maximum offer spread of 200 bps;

• €500 million 2.125% notes due March 22, 2030 (ISIN: DE000A19X8B2), all of which is outstanding, with pricing to be based on the interpolated mid-swap rate and a maximum offer spread of 235 bps;

• €500 million 2.25% notes due April 7, 2030 (ISIN: DE000A28VQD2), all of which is outstanding, with pricing to be based on the interpolated mid-swap rate and a maximum offer spread of 225 bps; and

• €750 million 1% notes due July 9, 2030 (ISIN: DE000A28ZQQ5), all of which is outstanding, with pricing to be based on the interpolated mid-swap rate and a maximum offer spread of 195 bps.

Vonovia SE offers

Vonovia SE is inviting holders of its outstanding notes from the following series to tender their notes for purchase for cash:

• €850 million 1.375% notes due Jan. 28, 2026 (ISIN: DE000A3MQS56), all of which is outstanding, with pricing to be based on the interpolated mid-swap rate and a fixed spread of 95 bps;

• €800 million 1.875% notes due June 28, 2028 (ISIN: DE000A3MQS64), all of which is outstanding, with pricing to be based on the interpolated mid-swap rate and a maximum offer spread of 205 bps;

• €850 million 2.375% notes due March 25, 2032 (ISIN: DE000A3MQS72), all of which is outstanding, with pricing to be based on the interpolated mid-swap rate and a maximum offer spread of 195 bps; and

• €1.25 billion 0.75% notes due Sept. 1, 2032 (ISIN: DE000A3MP4V7), all of which is outstanding, with pricing to be based on the interpolated mid-swap rate and a maximum offer spread of 205 bps.

Pricing details

The purchase price is fixed for Vonovia Finance’s January 2024 and April 2024 notes.

Pricing for seven of Vonovia Finance’s notes and the first series of Vonovia SE notes – the December 2024 notes, March 2025 notes, June 2025 notes, September 2025 notes, January 2026 notes, March 2026 notes, June 2026 notes and July 2026 notes – will be determined using the relevant benchmark and a fixed spread.

Pricing for the last four series of Vonovia Finance notes and the last three series of Vonovia SE notes – the January 2028 notes, June 2028 notes, March 2030 notes, April 2030 notes, July 2030 notes, March 2032 notes and September 2032 notes – will be determined through a modified Dutch auction.

The purchasers will also pay accrued interest.

Timeline

The offers will expire at 11 a.m. ET on July 10. Indicative results will be announced on the following day.

Pricing will occur at or around 5 a.m. ET on July 11. Results will be announced soon after that.

Settlement is expected to occur on July 12.

The dealer managers are BNP Paribas (+33 1 55 77 78 94; liability.management@bnpparibas.com), Commerzbank AG (+49 69 136 59920; liability.management@commerzbank.com), J.P. Morgan SE (liability_management_EMEA@jpmorgan.com) and UniCredit Bank AG (+49 89 378 15150; corporate.lm@unicredit.de).

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

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

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