Immobiliare Grande holds exchange, tender, consent bid for 2024 notes

By Wendy Van Sickle

Columbus, Ohio, Oct. 13 – Immobiliare Grande Distribuzione Societa di Investimento Immobiliare Quotata SpA is conducting an exchange offer, a consent solicitation and a tender offer for its outstanding €400 million of 2 1/8% notes due Nov. 28, 2024 (ISIN: XS2084425466), according to a notice.

The offers and solicitation began on Oct. 5. The company said the purpose is to proactively extend its upcoming debt reductions.

Exchange offer

The company is offering to exchange any and all of the existing notes for newly issued euro-denominated senior notes due May 17, 2027. The new notes will be issued at par and will carry a 5½% initial coupon, which will step up to 6¼% on May 17, 2024, to 7¼% on May 17, 2025 and to 8½% on May 17, 2026. The new notes will be callable at 101.5 until May 17, 2024, then at 103.875 until May 16, 2025, then at 105.5 until May 17, 2026 after which the notes will be callable at 106.

There will be a mandatory redemption on the occurrence of an asset sale event, which will require the issuer to redeem the notes in whole or in part using net sale proceeds, within 120 days of their receipt, at the same prices at which the notes would be callable.

The company is offering an early exchange consideration of 90% of the principal amount of existing notes in the form of new notes – rounded up to the nearest €1,000, and, in the case where the calculation of the principal amount of new notes per qualifying holder would not allow such holder to receive new notes of at least the minimum denomination of €100,000, the principal amount of new notes per qualifying holder will be rounded up to €100,000 – plus a cash consideration equal to the principal amount of notes exchanged less the principal amount of new notes received by the exchanging holder. The early consideration will be paid only to holders who tendered their existing notes by 11 a.m. ET on Oct. 13.

Holders who tender their notes after that deadline will receive new notes on a par basis for their existing notes and will not receive a cash component.

Tender offer

The company is offering a purchase price of par for the existing notes, regardless of whether tender instructions are received before or after the early deadline. However, prior to the 11 a.m. ET on Oct. 13 early deadline, instruction notices are to include an allocation code provided by the dealer manager that represent an order total of new tender notes equal to 90% of the total nominal amount of existing notes validly tendered for purchase by a qualifying holder and accepted by the company, rounded up to the nearest €1,000 after the early deadline, the percentage rises to 100%.

Consent solicitation

Concurrently, the company is soliciting consents from the existing noteholders to approve an extraordinary resolution at an upcoming meeting that includes proposals providing that noteholders acknowledge and accept some amended conditions, direct the fiscal agent to enter into a supplemental agency agreement and approve entering into an amended deed of covenant and permanent global note.

The meeting will be will be held in a single call on Nov. 14.

Both the exchange offer and tender offer are subject to the satisfaction of the passing of the extraordinary resolution.

Further details

The expiration time for all electronic tender, exchange and consent instructions to be received by the information and tabulation agent is 11 a.m. ET on Nov. 10.

The settlement date and issue date of new notes is expected to be Nov. 17.

Kroll Issuer Services Ltd. (+44 20 7704 0880 or igd@is.kroll.com) is the tender, exchange, information and tabulation agent.

J.P. Morgan SE (+44 20 7134 4353 or liability_management€jpmorgan.com) is the dealer manager.

Immobiliare Grande is a Ravenna, Italy-based real estate company.

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