Dentons has advised CPI Property Group (CPIPG), the leading owner of income-generating real estate in the Central and Eastern Europe region and one of Europe’s largest landlords, on successful tender offers for its outstanding green bonds due in 2026 and 2027 and a new issue of senior unsecured green bonds. The bonds were issued under CPIPG’s Euro Medium Term Note Programme and are listed on the regulated market of Euronext Dublin.
The tender offers, which were announced by CPIPG on 16 September 2024, invited holders of its outstanding €750 million 2.750% Senior Notes due 2026 and €750 million 1.625% Senior Notes due 2027 to tender their Notes for purchase for cash up to a maximum acceptance amount.
The tender offers were structured to reduce CPIPG’s total debt and to extend its senior unsecured bond maturity profile by enabling holders to switch to an investment in the new bonds.
The new bonds, which were priced on 17 September 2024, were heavily oversubscribed and, at €700 million, the issue was upsized from initial expectations and achieved a strong pricing outcome from an order book of €4.6 billion.
The proceeds from the new bonds were used to fund the tender offers and CPIPG has committed to allocate an amount equivalent to the excess proceeds to finance or refinance, in whole or in part, projects or equity investments that meet the eligibility criteria as set out in its Sustainability Finance Framework.
Approximately €671 million was tendered, and because of the success of the new bonds, CPIPG increased the maximum acceptance amount such that all tendered bonds could be accepted for purchase. The dealer managers included Banco Santander S.A., Goldman Sachs International and Société Générale.
“We are very pleased with the outcome of this transaction and the opportunity to reward our long-term bondholders. The transaction involved a tender offer with a two-tier pricing structure and a new issue running in parallel, and we are grateful to Dentons for their ongoing support”, said Martin Matula, General Counsel.
Nick Hayday, Dentons’ London-based Capital Markets partner, and Head of Banking and Financial Services in the UK, who led the legal team advising on the transaction, said: “CPIPG is committed to debt management and rewarding its long-term holders, and the new issue pricing achieved reflects the continued strong demand for CPIPG in the debt capital markets”.
Dentons acted as English law and Luxembourg law counsel to CPIPG. Dentons’ London-based Debt Capital Markets team was led by Nick Hayday with support from Ed Varney, while Luxembourg-based counsel Olivier Lesage and associate Arnida Alija- Bytyçi provided Luxembourg law advice.
