CHSH Cerha Hempel Spiegelfeld Hlawati has provided legal advice to IMMOFINANZ AG in connection with its invitation to bondholders regarding the incentivised repurchase of bonds which are exchangeable into BUWOG shares and other related transactions. The other measures include the successful placement of 8.5 million ordinary shares in BUWOG by an international banking consortium as part of an accelerated bookbuilding process and advising IMMOFINANZ on financing the entire transaction.
IMMOFINANZ AG invited the holders of its EUR 375 million 1.50% senior unsecured exchangeable bonds due 2019 to exchange such bonds for shares in BUWOG AG on the terms and subject to the conditions set forth in the Incentive Offer Memorandums dated 1 September 2015. The offer is intended to allow IMMOFINANZ to optimise and simplify its capital structure, reduce its overall amount of debt and improve its financial results. Under the offer, bondholders either receive a cash consideration or take delivery of the number of shares to which they are entitled upon conversion pursuant to the terms and conditions of the bonds, plus a premium. 99.8% of the holders of the exchangeable bonds made corresponding offers to IMMOFINANZ. This transaction, which had a volume of approximately EUR 430 million, was settled on 18 September 2015 and was managed by Merrill Lynch International and Morgan Stanley & Co. International plc. CHSH advised IMMOFINANZ on the structuring and settlement of the transaction and on drawing up the documentation.
To finance the incentivised conversion, IMMOFINANZ AG sold a block of shares in BUWOG AG to institutional investors by way of an accelerated bookbuilding process for approximately EUR 150 million. This placement represented approximately 8.5% of the issued share capital of BUWOG AG. The placement was made on 17 September 2015 by an international banking consortium. CHSH advised IMMOFINANZ on drafting the contract and settling the transaction and provided general advice on financing the transaction as a whole, especially with regard to drawing up the contract.
The team at CHSH comprised partners Volker Glas and Thomas Zivny.