Vonovia prices, gives results of capped tender offers for 17 notes

By Marisa Wong

Los Angeles, July 11 – Vonovia Finance BV and Vonovia SE announced the pricing and the results of their July 3 cash tender offers for 17 series of outstanding notes due 2024, 2025, 2026, 2028, 2030 and 2032.

The purchasers have decided to accept all of the tendered notes, according to a notice on Tuesday.

The total amount payable will be €891,989,060.78, and the aggregate principal amount of notes accepted comes to €1,001,367,000.

The purchasers had specified at the start of the offer that the total amount payable for all of the notes accepted for purchase would be capped at €1 billion, including accrued interest.

Vonovia Finance offers

Vonovia Finance accepted the following tendered amounts of its notes:

• €44.6 million of the €500 million 0.75% notes due Jan. 15, 2024 (ISIN: DE000A19UR61), with €373.2 million outstanding, at a purchase price of 98.2;

• €53.6 million of the €500 million 1.625% notes due April 7, 2024 (ISIN: DE000A28VQC4), with €389.7 million outstanding, at a purchase price of 98;

• €19.4 million of the €1 billion 1.25% notes due Dec. 6, 2024 (ISIN: DE000A189ZX0), with €890.4 million outstanding, at a purchase price of 95.595, based on the interpolated mid-swap rate and a fixed spread of 50 basis points;

• €14,567,000 of the €500 million 1.5% notes due March 31, 2025 (ISIN: DE000A1ZY989), all of which is outstanding, at a purchase price of 94.908, based on the interpolated mid-swap rate and a fixed spread of 65 bps;

• €70.8 million of the €500 million 1.8% notes due June 29, 2025 (ISIN: DE000A2RWZZ6), all of which is outstanding, at a purchase price of 94.763, based on the interpolated mid-swap rate and a fixed spread of 70 bps;

• €70.2 million of the €500 million 1.125% notes due Sept. 8, 2025 (ISIN: DE000A19NS93), all of which is outstanding, at a purchase price of 92.518, based on the interpolated mid-swap rate and a fixed spread of 95 bps;

• €48 million of the €700 million 1.5% notes due March 22, 2026 (ISIN: DE000A19X8A4), all of which is outstanding, at a purchase price of 91.408, based on the interpolated mid-swap rate and a fixed spread of 120 bps;

• €55.8 million of the €500 million 1.5% notes due June 10, 2026 (ISIN: DE000A182VT2), all of which is outstanding, at a purchase price of 91.387, based on the interpolated mid-swap rate and a fixed spread of 100 bps;

• €77 million of the €750 million 0.625% notes due July 9, 2026 (ISIN: DE000A28ZQP7), all of which is outstanding, at a purchase price of 87.95, based on the interpolated mid-swap rate and a fixed spread of 135 bps;

• €8.5 million of the €500 million 1.5% notes due Jan. 14, 2028 (ISIN: DE000A19UR79), all of which is outstanding, at a purchase price of 85.868, based on the interpolated mid-swap rate and a maximum offer spread of 200 bps;

• €4.4 million of the €500 million 2.125% notes due March 22, 2030 (ISIN: DE000A19X8B2), all of which is outstanding, at a purchase price of 80.706, based on the interpolated mid-swap rate and a maximum offer spread of 235 bps;

• €20.3 million of the €500 million 2.25% notes due April 7, 2030 (ISIN: DE000A28VQD2), all of which is outstanding, at a purchase price of 83.008, based on the interpolated mid-swap rate and a maximum offer spread of 225 bps; and

• €45.9 million of the €750 million 1% notes due July 9, 2030 (ISIN: DE000A28ZQQ5), all of which is outstanding, at a purchase price of 77.373, based on the interpolated mid-swap rate and a maximum offer spread of 195 bps.

Vonovia SE offers

Vonovia SE accepted the following tendered amounts of its notes:

• €239.5 million of the €850 million 1.375% notes due Jan. 28, 2026 (ISIN: DE000A3MQS56), all of which is outstanding, at a purchase price of 92.029, based on the interpolated mid-swap rate and a fixed spread of 95 bps;

• €84.8 million of the €800 million 1.875% notes due June 28, 2028 (ISIN: DE000A3MQS64), all of which is outstanding, at a purchase price of 86.242, based on the interpolated mid-swap rate and a maximum offer spread of 205 bps;

• €63.1 million of the €850 million 2.375% notes due March 25, 2032 (ISIN: DE000A3MQS72), all of which is outstanding, at a purchase price of 82.139, based on the interpolated mid-swap rate and a maximum offer spread of 195 bps; and

• €80.9 million of the €1.25 billion 0.75% notes due Sept. 1, 2032 (ISIN: DE000A3MP4V7), all of which is outstanding, at a purchase price of 68.896, based on the interpolated mid-swap rate and a maximum offer spread of 205 bps.

Pricing details

The purchase price was 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 – was 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 – was determined through a modified Dutch auction.

The purchasers will also pay accrued interest.

Timeline

The offers expired at 11 a.m. ET on July 10.

Pricing was determined at 5 a.m. ET on July 11.

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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