Hengeler Mueller Panel - Unlocking the Future - Tech M&A in the AI Age
24 April 2025
DEMIRE Deutsche Mittelstand Real Estate AG (“DEMIRE”) has amended the terms and maturity of its corporate bond in a consent solicitation process under the German Bond Act (Schuldverschreibungsgesetz). The amendment of the bond terms was part of a comprehensive restructuring solution that was negotiated amongst DEMIRE, DEMIRE's main shareholder and several creditor groups and which resulted in a reduction of the outstanding principal amount of the bond from approximately EUR 500 million to approximately EUR 253 million.
The restructuring includes, in addition to a partial repayment of the bond in the amount of approximately EUR 50 million at nominal value, a repurchase of bonds by DEMIRE as part of a so-called unmodified reverse Dutch auction, which was backstopped by a large group of bondholders by means of a tender backstop. The main shareholder made a financial contribution of just under EUR 100 million to finance the restructuring. The company released additional funds through internal measures. The restructured bond was collateralized via a Double LuxCo structure.
Hengeler Mueller comprehensively advised the ad hoc group of bondholders on the restructuring. The Hengeler Mueller team worked closely together with teams from Loyens & Loeff, led by Ana Andreiana, and Houlihan Lokey, led by Malte Wulfetange.
Hengeler Mueller team for the ad hoc group of bondholders
Restructuring/Finance: Martin Tasma (Berlin), Johannes Tieves (Frankfurt, both partner), Jasper Bothe (senior associate, Berlin/London) (all lead), Arvid Morawe (senior associate, Berlin), Tobias Chowdhury (senior associate, Frankfurt), Hanna Eizenhöfer, Philipp Halm, Katharina Bohdal, (all associates, all Berlin),
Capital markets: Alexander G. Rang (Frankfurt), Kai-Steffen Scholz (Berlin, both partner), Pascal Brandt (senior associate), Dennis Stottmann (associate, both Frankfurt),
Corporate/M&A: Maike Hölty (partner, Berlin), Tobias Alexander Begemann (Berlin), Christian Strothotte (Düsseldorf, both counsel), Tobias Ponßen, Elmar Willemsen (both associates, all Berlin),
Tax: Matthias Scheifele (partner, München), Sebastian Heinrichs (counsel, Frankfurt), Isabella Zimmerl (associate, München).
