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Adler‘s second-lien bondholders have voted for the restructuring amendments, meaning it should be able to progress the deal consensually and not through the UK court.

The 75% support threshold for each of the five notes issued out of AGPS Bondco plc was “far surpassed” during the voting window, which ended yesterday (June 17).

Adler has launched a UK Restructuring Plan as a back-up implementation route, but said today that this will be delayed as a result of the voting outcome.

This clears the way to implement the comprehensive recapitalisation, Adler said, and the company will now “procure the implementation of the proposed amendments”.

As reported, the transaction will effectively reinstate the five €2.8bn AGPS 2L bonds as €700mn 6.25% January 2030 second-lien PIK notes with the remainder (~€2.3bn) as perpetual third-lien 6.25% PIK notes, classified as equity under IFRS.

Adler is also extending its €937.5mn first-lien facility to December 2028 and €591mn of 1.5-lien debt to December 2029, paying 12% PIK and 14.5% PIK respectively.

The transaction also features up to €350mn of new money, comprising up to €100m of fresh money through an increase of the existing €937.5mn new-money facility, and the ability to hold back disposal proceeds of up to €250mn that would otherwise be applied in mandatory repayment.

Bondholders will end up controlling 75% of Adler’s voting rights, with existing shareholders the other 25%.

The UK Restructuring Plan was launched earlier this month, with a first court hearing scheduled for June 27.

Adler said that while it is delaying the court process, “the company will . . . reserve its ability to, and remain ready to, continue the restructuring plan proceedings should that become necessary for implementation.”

The company is being advised by White & Case and PJT Partners.


Matt Dickinson
+44 (0)20 7280 9694



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