Narrative
Full Description
Project narrative
On February 25, 2022, a syndicate of 10 banks — including Bank of China (BOC) — entered into a €1.25 billion EUR syndicated bridge loan agreement with CPI Property Group S.A. (CPIPG) — a Luxembourg-incorporated and based real estate company focused on Central and Eastern Europe and listed on the Luxembourg Stock Exchange and the Frankfurt Stock Exchanges — to finance its mandatory takeover offer for Austrian real estate company S IMMO AG. This bridge facility was unsecured. The loan carried a maturity period of approximately 1.166 years and a final maturity date of April 2023, with the borrower had the unconditional right to effectively defer settlement of this facility to April 2024. Record ID#110459 captures BOC's contribution. In addition to BOC, the following lenders contributed to the loan syndicate: Banco Santander, Barclays Bank PLC, Credit Suisse AG, Goldman Sachs Bank USA, Raiffeisen Bank International AG, Société Générale S.A. (SocGen), Komerční Banka, UniCredit Bank Austria, and UniCredit Bank Czech Republic and Slovakia a.s.. The proceeds were to be used by the borrower to help finance its takeover offer for all outstanding shares for S IMMO. S IMMO AG was an Austria-incorporated real estate investment company focused on properties in Austria, Germany, and Central and Eastern Europe headquartered in Vienna and listed on the Vienna Stock Exchange. S IMMO held a real estate portfolio in Central Europe. On December 3, 2021, CPIPG purchased a 10.8% stake in S IMMO, and continued to acquire shares (as of April 14, 2022, CPIPG held 16.1%). On February 24, 2022, CPIPG announced the initial results of its takeover offer Vienna-based real estate company Immofinanz AG, that its offer acquired 54.9% of Immofinanz — Immofinanz held a 26.5% stake in S IMMO, which, with the additional shares acquired, giving CPIPG 42.6% ownership over S IMMO (direct and indirect). S IMMO's articles of incorporated included a voting cap feature limiting the voting rights of shareholders to 15%, regardless of actual shareholding. On April 14, 2022. CPIPG requested S IMMO to convene an extraordinary shareholders to vote on the abolishment of the S IMMO’s voting cap and announced CPIPG’s intention to launch a cash offer to all S IMMO shareholders to acquire their shares. On May 2, 2022, CPIPG offered €22 EUR per share for the remaining shares of the company did not own, for an offer worth about €1 billion EUR. It later increased its offer to €23.50 EUR share cum dividend, making the offer worth about €1 billion EUR. S IMMO's management board recommend the acquisition. The initial acceptance period was from July 15, 2022 to August 12, 2022. The mandatory takeover closed on August 12, 2022, giving CPI a further 38.26%. During the further acceptance period which ended on November 18, 2022, it acquired a further 9.56% stake. Ultimately, the offer yielded it 47.82% stake, giving it 90.42% stake. The borrower drew down €825.6 million EUR in three tranches in 2022. On August 31, 2022, the lending syndicate entered into an amendment agreement with the borrower; the lenders extended the maturity period by six months — for a new maturity period of approximately 1.666 years — to mature in October 2023. Record ID#110465 captures BOC's contribution to the debt rescheduling of the €1.25 billion EUR syndicated bridge loan. In November 2023, the borrower repaid part of the outstanding balance, namely €635 million EUR, with a new three-year bridge loan.