Milbank advised an ad hoc committee of holders of €225 million 2020/2026 senior secured notes and €100 million senior secured notes 2021/2029 (“Notes”) on a comprehensive restructuring of ACCENTRO Real Estate AG (“ACCENTRO”). The successful restructuring transaction, which was implemented through German Scheme proceedings pursuant to the StaRUG, comprised, inter alia, (i) a bifurcation of the principal amount of the Notes on a pro rata basis, into a senior secured principal and unsecured deeply subordinated principal, (ii) the issuance of collateralized new money new super senior notes, and (iii) a reduction and subsequent increase of the share capital of ACCENTRO, including the issuance of new shares to the investors in such collateralized new super senior notes.
ACCENTRO is a residential property investor and a market leader in housing privatizations in Germany. In addition to Berlin, regional focal points include central German cities and conurbations, as well as the Rhine-Ruhr metro region. The shares of ACCENTRO are listed on the General Standard segment of the Frankfurt Stock Exchange (German securities code number WKN: A0KFKB, ISIN: DE000A0KFKB3).
Milbank had already advised the ad hoc committee on an “Amend & Extend” transaction which successfully closed in March 2023. In context of the 2025 restructuring, the ad hoc committee provided various interim bridge financings in the form of various series of notes issued by a subsidiary of ACCENTRO in several tranches.
At the end of March 2025, the ad hoc committee, ACCENTRO and a minority shareholder of ACCENTRO, Adler Real Estate GmbH, reached an agreement on a comprehensive restructuring solution for ACCENTRO Group. The restructuring solution was implemented through German Scheme proceedings pursuant to the StaRUG, marking the first successful restructuring of large volume German law governed notes making use of this restructuring tool. The restructuring plan was approved with the consent of four out of five classes of affected parties. The local court of Berlin (Charlottenburg) sanctioned the restructuring plan in September 2025, applying a cross-class cram down in relation to the non-consenting class of shareholders. The restructuring plan provided for (i) certain equity capital measures, including a partial capital reduction and a cash capital increase excluding the subscription rights of all shareholders except for ADLER Real Estate GmbH by issuing new shares to ADLER Real Estate GmbH and noteholders which participated in the new money super senior notes and (ii) certain debt capital measures, including the bifurcation of the principal amount of the Notes into senior secured principal and unsecured deeply subordinated principal. The voting rights of the class of the holders of the Notes were exercised by the joint representative (Gemeinsamer Vertreter) who had been appointed for each series of notes in connection with the “Amend & Extend” transaction in March 2023. In addition to the equity and debt capital measures, the restructuring plan also provided for the appointment of new members to the supervisory board.
In parallel to the German Scheme proceedings and as part of the overall restructuring transaction, ACCENTRO issued €77 million collateralized new money super senior notes due 2029 to existing holders of Notes to refinance the bridge notes, provide additional operating liquidity and pay transaction costs.
The Milbank team that advised the ad hoc committee comprehensively on the restructuring, capital markets, financing, corporate and tax aspects of the transaction was led by partners Mathias Eisen (Frankfurt) and Marlene Ruf (Munich, both Restructuring) and included partners Philipp Klöckner (Capital Markets, Frankfurt), Thomas Kleinheisterkamp (Tax, Munich), special counsel Nico Feuerstein (Munich) and Robert Kastl (Frankfurt, both Restructuring) as well as associates Alexander Theisen (Frankfurt), Florian Weustenfeld (Munich), Carlo Brunold (Frankfurt), Sebastian Mayr (Munich, all Restructuring), Jil Windau (Tax, Munich), Christian Kolb (Frankfurt), Rabea Regh (Munich, both Global Corporate), Adrian Müller-Achenbach (Finance, Frankfurt) and Martin Juhasz (Antitrust, Munich).
