Immobiliare gives exchange, tender, consent results for 2024 notes

By William Gullotti

Buffalo, N.Y., Nov. 14 – Immobiliare Grande Distribuzione SIIQ SpA gave the results of its combination exchange offer, consent solicitation and tender offer for its outstanding €400 million of 2 1/8% notes due Nov. 28, 2024 (ISIN: XS2084425466), according to a notice on Tuesday.

As previously reported, the offers and solicitation began on Oct. 5, with the offers closing on Oct. 13 and remaining contingent on a solicitation vote scheduled for Nov. 14.

The company said the purpose was to proactively extend its upcoming debt reductions.

Exchange offer

The company offered to exchange any and all of the existing notes for newly issued euro-denominated senior notes due May 17, 2027.

The company offered 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 is to be paid only to holders who tendered their existing notes by 11 a.m. ET on Oct. 13.

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

Notes totaling €324,484,000 were tendered and accepted under the exchange offer, resulting in €294,076,000 of new notes issued and cash payments totaling €30,408,000.

Tender offer

The company offered a purchase price of par for the existing notes, regardless of whether tender instructions were received before or after the early deadline. However, prior to the 11 a.m. ET on Oct. 13 early deadline, instruction notices were to include an allocation code provided by the dealer manager that represented 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, and after the early deadline, the percentage rises to 100%.

A total of €17.7 million of the notes were accepted under the tender offer, resulting in €15.93 million of new tender notes issued.

Consent solicitation

Tuesday’s meeting had voting attendance representing 87.23% of the existing notes, with 98.29% of the votes cast in favor of the extraordinary resolution. The approving votes were equivalent to 85.75% of the existing notes, which passed the resolution.

As previously reported, the company solicited consents from the existing noteholders to approve an extraordinary resolution that included 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.

Overall details

After settlement, €57,816,000 of the €400 million notes will remain outstanding, and the effective date for the related amendment is expected to be effective on or around Nov. 28.

The combined amount of new notes issued in relation to both offers will be €310,006,000.

As previously reported, the new notes will be issued at par and will carry a 5½% initial coupon, which will step up to 6Ό% on May 17, 2024, to 7Ό% 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 settlement date and issue date of new notes remains scheduled for 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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