Globalworth gives early results of offers to exchange 2025, 2026 notes

By Wendy Van Sickle

Columbus, Ohio, April 10 – Globalworth Real Estate Investments Ltd. gave the early results of its offer to exchange any and all of its outstanding 3% notes due March 29, 2025 (ISIN: XS1799975922), of which €450 million of the original €550 million is outstanding, and its outstanding 2.95% notes due July 29, 2026 (ISIN: XS2208868914), all €400 million of which is outstanding, for new notes and possibly cash, according to a news release.

By the early deadline, noon ET on April 9, noteholders had submitted electronic voting instructions to exchange €358,695,000 principal amount, or 79.71%, of the outstanding 2025 notes and €334,548,000, or 83.64%, of the outstanding 2026 notes.

As announced on March 28, for each series of notes, the company is offering a payout of new notes and a cash consideration to holders who tendered their notes for exchange by the early deadline. For the 2025 notes, the total exchange consideration per €1,000 principal amount is €600 of new notes and €400 in cash. For the 2026 notes, the total exchange consideration is €800 of new notes and €200 in cash.

Holders who tender their notes for exchange after the early deadline will receive €1,000 principal amount of new notes per €1,000 of existing notes and no cash consideration.

The company will also pay accrued interest.

For the 2025 notes, the new notes being offered are 6¼% green bonds due March 31, 2029. Up to €45 million of the new 2029 notes are subject to a mandatory redemption at par upon receipt of net cash proceeds from one or more real estate sales, if any.

The 2026 notes are being exchanged for new 6¼% green bonds due March 31, 2030. The new 2030 notes, up to €20 million, are also subject to a mandatory redemption at par upon receipt of net cash proceeds from one or more real estate sales, if any.

Each series of the new notes has an optional and final redemption price of 102.

The exchange offer will expire at noon ET on April 17.

Consent solicitations

Concurrently with the exchange offers, the issuer is soliciting consents from the holders of the existing notes to align them with the terms and conditions of the new notes and implement a mandatory exchange that would result in the redemption of any existing notes not tendered through delivery of 2029 notes or 2030 notes, as applicable, on a par basis. Holders would also receive accrued interest.

Meetings for noteholders to consider and vote on the proposals will be held on April 22.

Holders who deliver electronic instructions to exchange their notes will automatically instruct the exchange agent to vote in their favor of the extraordinary resolutions at the meetings.

If the mandatory exchanges are approved, they will effected within seven business days of the meetings.

Further details

The company said the purpose of the exchange offers is to manage and extend its maturity profile, address the near-term refinancing requirement of the 2025 notes and the 2026 notes and support its deleveraging objectives.

The company noted that the exchange gives holders the opportunity to receive a cash paydown for part of their existing notes; as well as an increased interest rate under the new notes, an optional and final redemption price of 102, covenant protections regarding dividend payments and the benefit of the new notes’ mandatory redemption feature that would arise from real estate sales.

The issuer said it has discussed the terms of the offers with some holders of the 2025 and 2026 notes, including International Finance Corp. and some global investment managers and that the “substantial majority” of these noteholders have expressed support for the offer. IFC, the issuer said, has expressed its intent to participate in the exchange offers with the entirety of its holdings of the notes, which accounts for 10% of the total outstanding amount of the 2025 notes.

Settlement of the exchange offers is conditioned on a minimum participation amount of 75% of each series, as well as on conditions related to passage of the covenant amendment and mandatory exchange, among other conditions. The minimum participation amount was met by the early deadline, and the issuer expects the mandatory exchange consent conditions to pass as well.

Merrill Lynch International (+44 207 996 5420 or DG.LM-EMEA@bofa.com) is the lead dealer manager and green structuring coordinator.

Erste Group Bank AG (+43 501 008 4053 or ivan.petrov@erstegroup.com) and Raiffeisen Bank International AG (+43 171 707 3951 or tmg@rbinternational.com) are the co-dealer managers.

Kroll Issuer Services Ltd. (+44 207 704 0880 or global worth@is.kroll.com) is the exchange and tabulation agent.

Globalworth is a real estate investment company with holdings located primarily in Romania and Southeast Europe. The company is based in Bucharest, Romania.

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