Successful financial restructuring of publicly traded Corestate Capital Holding S.A.

Arendt & Medernach acted as Luxembourg counsel to an ad hoc committee of holders of EUR 200 million convertible notes and EUR 300 million senior unsecured notes on the financial restructuring of Corestate Capital Holding S.A., an investment manager and co-investor with around EUR 27 billion in assets under management

01/09/2023

#DEAL #RESTRUCTURING #INVESTMENT #REALESTATE

Arendt & Medernach acted as Luxembourg counsel to an ad hoc committee of holders of EUR 200 million convertible notes and EUR 300 million senior unsecured notes (the “AHC”) on the financial restructuring of Corestate Capital Holding S.A. (“CORESTATE”), an investment manager and co-investor with around EUR 27 billion in assets under management.

CORESTATE acts as a manager for the entire real estate value chain. CORESTATE is listed on the regulated market of Frankfurt Stock Exchange and operates in 11 countries across Europe, with offices in Frankfurt, Munich, Vienna, Zurich, Paris, and Madrid.

In August 2023, and in accordance with the resolutions passed by the bondholders' meetings in June, and by the extraordinary general meeting of shareholders in July, CORESTATE successfully completed the balance sheet restructuring and recapitalisation of the CORESTATE Group.

CORESTATE has reduced the par value of the two corporate bonds issued in 2017 and 2018 to reduce its financial liabilities from the bonds from a total of EUR 535 million to EUR 143 million and extended the maturity of each to 31 December 2026.

In addition, existing bridging loans dated December 2022 and May 2023 have, together with accrued interest, been replaced by new super senior collateralised notes in the amount of EUR 37 million that will mature on 31 December 2026.

Finally, approximately 132m new shares in CORESTATE have been issued and predominantly subscribed by the members of the AHC. They are to be admitted to trading on the regulated market of the Frankfurt Stock Exchange as soon as possible, depending primarily on the appointment of an auditor, which is still outstanding.

The Arendt team fully assisted the AHC in the assessment of the financing, corporate, regulatory and tax risks and constraints related to the restructuring and the negotiation of the restructuring measures.

Your Arendt experts involved

> Corporate Law, Mergers & Acquisitions: Sébastien Binard, Laurent Schummer, Valentina d’Eufemia and Nataliia Filimonova
> Finance & Capital Markets: Dominik Pauly, Matthieu Taillandier, François Warken, Serge Zeien, Sean Micallef-Trigona, Javier Ruiz-Lorente and Peter Vedev
> Investment Management: Adrian Aldinger and Tom Berg
> Litigation & Dispute Resolution: Clara Mara-Marhuenda
> Tax Law: Jan Neugebauer and Caroline Partoune

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