Release (07.04.25): Hertha BSC GmbH & Co. KGaA – Introduction of a written procedure to amend the bond terms and conditions
NOT FOR DISTRIBUTION OR PUBLICATION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, CANADA, AUSTRALIA AND JAPAN OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR PUBLICATION WOULD BE UNLAWFUL OR IN WHICH THE OFFERING OF SECURITIES IS SUBJECT TO REGULATORY RESTRICTIONS. THERE ARE FURTHER RESTRICTIONS. PLEASE REFER TO THE IMPORTANT NOTES AT THE END OF THIS PUBLICATION.
Disclosure of inside information pursuant to Article 17 of Regulation (EU) No 596/2014 (MAR)
Keyword: Nordic Bond
Hertha BSC GmbH & Co. KGaA resolves to initiate a written procedure to amend the terms and conditions of its 10.5% Nordic Bond 2018/2025
Berlin, 7 April 2025: Hertha BSC Verwaltung GmbH, the general partner of Hertha BSC GmbH & Co. Kommanditgesellschaft auf Aktien (KGaA), ("Company") has today resolved to initiate a written procedure ("Written Procedure") pursuant to sections 15 et seq. of the terms and conditions of the Company's 10.5% 2018/2025 unsubordinated, unsecured bond (ISIN: SE0011337054) issued on 8 November 2018 in the outstanding aggregate principal amount of EUR 40,000,000 ("Bonds") with the aim of amending the terms and conditions of the Bonds. The terms and conditions of the Bonds are intended to be amended granting the Company a unilateral option to extend the term of the Bonds by thirty-six months until 8 November 2028, to reduce the interest rate from 8 November 2025 (excluding) to 6.5% p.a. and to pay the interest due annually rather than quarterly in future. In addition, the option would allow the Company to redeem the Bonds in full or in part at any time from 8 November 2025 at an amount equal to 100% of the nominal amount plus accrued but unpaid interest.
Nordic Trustee & Agency AB (publ) as the agent under the terms and conditions of the Bonds will send the invitation to the Written Procedure on 7 April 2025. The Written Procedure will begin on 10 April 2025 and end on 6 May 2025. The record date for eligibility to participate in the Written Procedure is 10 April 2025. The invitation to the Written Procedure and the voting form can be found on the Company's Investor Relations website (https://www.herthabsc.com/en/club/nordic-bonds-investor-relations). The quorum for the Written Procedure is given if bondholders representing at least 50% of the nominal amount of the Bonds participate. Approval of the Company's proposal in the Written Procedure requires that bondholders representing at least 66 2/3% of the nominal amount for which bondholders participate in the Written Procedure vote in favour of the proposal. The result of the Written Procedure is expected to be published on 6 May 2025.
For further questions to the Issuer in relation to the proposal, please contact Björn Bäring, Director Finance, bjoern.baering@herthabsc.de or +49 (0)30 300 9280.
For further questions regarding the conduct of the Written Procedure, please contact Nordic Trustee: +47 94 18 73 03 or voting.germany@nordictrustee.com.
Important Notes:
This publication constitutes neither an offer to sell nor a solicitation to buy or subscribe for securities in any jurisdiction nor a securities prospectus within the meaning of Regulation (EU) 2017/1129, as amended ("Prospectus Regulation"). There will be no public offer of notes. Investors who wish to participate in the Written Procedure are advised to carefully read the published documents, including the risk factors, before deciding to vote in the Written Procedure in order to fully understand the potential risks and opportunities of the proposed changes and to make a decision only on the basis of all available information about the Company after consultation with their own lawyers, tax and/or financial advisors.
This publication is not for distribution, directly or indirectly, in or into the United States of America or within the United States of America (including its territories and possessions of any State or the District of Columbia) or to publications with a general circulation in the United States of America. It is neither an offer to sell nor an offer to purchase or subscribe for securities in the United States of America. The securities have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), and may not be offered or sold in the United States absent registration under the Securities Act, as amended, or an exemption from registration under the Securities Act. The Company does not intend to register any offering of notes, in whole or in part, in the United States of America or to conduct a public offering in the United States of America.
This publication may only be distributed in the United Kingdom and is directed only at persons who are "qualified investors" within the meaning of Article 2(e) of the Prospectus Regulation as the Regulation forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018, and who are also (i) professional investors within the meaning of Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"), or (ii) persons falling within Article 49(2)(a) to (d) of the Order (high net worth companies, unincorporated associations, etc.), or (iii) persons who are "qualified investors" within the meaning of Article 49(2)(a) to (d) of the Order.(iii) persons to whom an invitation or inducement to engage in investment activity (within the meaning of section 21 of the Financial Services and Markets Act 2000) in connection with the issue or sale of securities may otherwise lawfully be communicated or transmitted (all such persons together being referred to as "Relevant Persons"). This publication is directed only at Relevant Persons in the United Kingdom. Persons who are not Relevant Persons must not act or rely on this publication. Any investment or investment activity in the securities of the Company in the United Kingdom is available only to Relevant Persons and will be engaged in only with Relevant Persons.
Release (30.06.23):
Hertha BSC GmbH & Co. KGaA – Record Date and Payment Date set for Consent Fee
Hertha BSC GmbH & Co. KGaA informs in accordance with the notice of written procedure dated 22 May 2023 relating to the amendment and restatement of the terms and conditions of its outstanding up to EUR 40,000,000 senior unsecured bonds 2018/2023 with ISIN SE0011337054 that the Consent Fee Record Date has been set to 30 June 2023 and the payment of the Consent Fee is expected to occur on 7 July 2023.
Release (26.06.23):
Hertha BSC GmbH & Co. KGaA – Amended terms and conditions entered into force
Hertha BSC GmbH & Co. KGaA (the "Company") informs that it has entered into an agreement with Nordic Trustee & Agency AB (publ) relating to the amendment and restatement of the terms and conditions of the Company's outstanding up to EUR 40,000,000 senior unsecured bonds 2018/2023 with ISIN SE0011337054 after the successful completion of a written procedure that the Company initiated on 22 May 2023. The amended terms and conditions thereby entered into force and are available on the Company’s website at https://www.herthabsc.com/en/club/nordic-bonds-investor-relations-overview.
Ad-Hoc Release (19.06.23):
Publication of inside information pursuant to Article 17 MAR
Hertha BSC GmbH & Co. KGaA: Nordic Bond 2018/2023
Keyword: Nordic Bond
Hertha BSC GmbH & Co. KGaA – Approval of written procedure and amendments to the terms and conditions of the bonds
Berlin, 19 June 2023. Hertha BSC GmbH & Co. KGaA (the "Company") today was informed by Nordic Trustee & Agency AB (publ) (the "Nordic Trustee") about the successful completion of the written procedure that the Company initiated on 22 May 2023 in relation to the Company's outstanding up to EUR 40,000,000 Senior Unsecured Bonds 2018/2023 with ISIN SE0011337054(the "Bonds"), regarding certain amendments to the terms and conditions of the Bonds (the "Proposal").
A sufficient number of bondholders participated in the written procedure in order to form a quorum. Furthermore, the requisite majority of the bondholders voted in favour to approve the Proposal.
The amendments will become effective as soon as possible by the entering into of an amendment and restatement agreement between the Company and the Nordic Trustee acting as agent under the Bonds.
Ad-Hoc Release (14.06.23):
Publication of inside information pursuant to Article 17 MAR
Hertha BSC GmbH & Co. KGaA: Nordic Bond 2018/2023
Keyword: Nordic Bond
Hertha BSC GmbH & Co. KGaA resolves to improve offer to bondholders in ongoing written procedure – largest bondholders approve offer
Berlin, June 14, 2023. Hertha BSC Verwaltung GmbH, the general partner of Hertha BSC GmbH & Co. Kommanditgesellschaft auf Aktien (KGaA), ("Company") today resolved to improve the offered terms in the written procedure published on May 22, 2023 ("Written Procedure") in accordance with the terms and conditions ("Terms and Conditions") of the Company’s 6.5% 2018/2023 unsubordinated unsecured nordic bonds (ISIN: SE0011337054) in the outstanding aggregate principal amount of EUR 40,000,000 ("Bonds") issued on November 8, 2018. In this regard, the Company has today reached an agreement with one of the largest bondholders and Nordic Trustee & Agency AB (publ) in favor of all bondholders that will apply if the Written Procedure (or any subsequent written procedure if quorum is not met) is approved.
Instead of the previously offered 8.5% p.a., the Company is now offering bondholders an interest rate of 10.5% p.a. from the interest payment date on August 8, 2023. The agreement also applies to a possible further written procedure, which the Company intends to initiate if the quorum required to amend the Terms and Conditions is not reached in the currently ongoing Written Procedure.
The Company has now, after the consent of the largest bondholder, also received the consent of the second-largest bondholder to the offer submitted in the Written Procedure (in its adjusted form). With the approvals already received, the Company currently has received approvals for a total of approximately 22% of the nominal amount of the Bonds. The Company is not aware of any dissenting votes to date. The improved offer applies to all bondholders, including those who have already cast their votes, provided that the quorum and majority requirements are ultimately met. It is therefore not necessary for a bondholder that has already voted to re-submit its vote.
With the granting of the license to participate in the Bundesliga 2 in the upcoming season, the Company has achieved an important interim step towards consolidation. Notwithstanding this, the extension of the term of the Bond represents an important component of the Company's liquidity planning for the upcoming season. It therefore again asks all bondholders to approve the proposed amendments to the Terms and Conditions of the Bond in their improved version until June 19, 2023. Details of how to vote are published on the Company's website at https://www.herthabsc.com/en/club/nordic-bonds-investor-relations-overview.
Investor Update Call
Hertha BSC is hosting an Investor Update Call on Tuesday (May 30, 2023) at 4:00 PM, with Thomas E. Herrich (Managing Director of Hertha BSC) and Josh Wander (Managing Partner of 777 Partners). Bondholders who are interested can participate in this call, which will be conducted via Microsoft Teams.
The link for interested investors is as follows: Hertha BSC Bond Investor Update
Ad-Hoc Release (22.05.23):
Disclosure of an inside information according to Article 17 of the Regulation (EU) No 596/2014 (MAR)
Keyword: Nordic Bond
Hertha BSC GmbH & Co. KGaA decides to initiate a written procedure to amend the terms and conditions of its 6,5% 2018/2023 Nordic Bonds
Berlin, 22 May 2023. Hertha BSC Verwaltung GmbH, the general partner of Hertha BSC GmbH & Co. Kommanditgesellschaft auf Aktien (KGaA), (“Company”) today resolved to initiate a written procedure (“Written Procedure”) pursuant to clauses 15 et seq. of the terms and conditions (“Terms and Conditions”) of the Company’s 6,5% 2018/2023 senior unsecured callable bonds (ISIN: SE0011337054) issued on 8 November 2018 in an outstanding total nominal amount of EUR 40,000,000 (“Bonds”), with the aim of amending the Terms and Conditions. In particular, the Company proposes an extension of the maturity of the Bonds by 24 months until 8 November 2025, an increase of the interest rate from 6.5% p.a. to 8.5% p.a. as of the interest payment date 8 August 2023 and a realignment of the Permitted Debt. Furthermore, the redemption amounts for an early redemption of the Bonds shall be increased, staggered by redemption date.
Nordic Trustee & Agency AB (publ) as the agent under the Terms and Conditions will distribute the notice to the Written Procedure on 22 May 2023. The Written Procedure will commence on 26 May 2023 and end on 19 June 2023. The record date for being able to vote in the Written Procedure is 26 May 2023. The notice for the Written Procedure and the voting form can be found on the Company’s investor relations website (https://www.herthabsc.com/en/club/nordic-bonds-investor-relations). The quorum requirement for the Written Procedure is a participation of Bondholders representing at least 50% of the total nominal amount of the Bond. The consent to the Company’s request in the Written Procedure requires bondholders to vote in favour of the proposal representing at least 66 2/3 % of the nominal amount for which Bondholders reply in the Written Procedure. The result of the Written Procedure is expected to be published on 19 June 2023.
The Company has engaged Pareto Securities AS, Frankfurt Branch, as its financial advisor in relation to the Written Procedure.
A Bond Investor Call will take place on 30 May 2023. Dial-ins will be provided on the Company’s website on the day before.
For further questions to the Issuer, regarding the request, please contact Björn Bäring, Director Finance, bjoern.baering@herthabsc.de or +49 (0)30 300 9280.
For further questions regarding the administration of the Written Procedure please contact Nordic Trustee, Frankfurt Branch: germany@nordictrustee.com or +49 (0)176 1302 3002.
Detailed information about the procedure can be found here: