Aroundtown starts exchange, tender offers for four subordinated notes

By Marisa Wong

Los Angeles, April 2 – Aroundtown SA launched 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 on Tuesday.

Specifically, Aroundtown is inviting holders 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, with €368.9 million outstanding with a current coupon of 7.078%, and €600 million 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, all of which is outstanding with a current coupon of 3.375%, 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 is inviting holders of the €400 million undated subordinated notes subject to interest rate reset with a first call date in 2024 (ISIN: XS1752984440) issued by Aroundtown, all of which is outstanding with a current coupon of 4.542%, and €500 million undated subordinated notes subject to interest rate reset with a first reset date in 2025 (ISIN: XS2027946610) issued by Aroundtown, all of which is outstanding with a current coupon of 2.875%, 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 new perpetual notes offered in exchange for the ATF notes or the 3.375% notes will have an initial coupon of 7.125% and a first call date on Jan. 16, 2030. 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 new perpetual notes offered in exchange for the 4.542% notes or the 2.875% notes will have an initial coupon of 5% and a first call date on April 16, 2029. 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 expire 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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