Dentons advises CPI Property Group and its subsidiary, CPI Europe AG, on two liability management transactions and the structure of a new class of hybrid bonds

London-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, and its subsidiary, CPI Europe AG (formerly IMMOFINANZ AG) (CPIE), on two separate liability management transactions.

We advised:

• CPIE on a tender offer for its outstanding €500 million 2.500% Notes due 2027 for cash up to a maximum acceptance amount at a price determined pursuant to a modified Dutch auction procedure; and
• CPIPG on its offer to qualifying holders of its outstanding SGD 150 million 5.80% Fixed Rate Resettable Undated Subordinated Notes (the SGD bonds) and €550 million 4.875% Fixed Rate Resettable Undated Subordinated Notes (the EUR bonds and together with the SGD bonds, the existing hybrid bonds) to exchange any and all of the SGD bonds and/or the EUR bonds for an exchange consideration comprising (a) newly issued euro-denominated hybrid bonds issued by CPIPG (the new hybrid bonds) and (b) a cash amount.

CPIPG

Hybrid instruments are a key component of CPIPG's long-term capital structure and help support its credit rating and leverage metrics, which in turn remain important for CPIPG's corporate strategy.

Considering the interests of all stakeholders, CPIPG offered quaHayday Nick lifying holders of its existing hybrid bonds the opportunity to exchange into the new hybrid bonds. The exchange offer included a 2% cash amount and an issuance premium, as existing bondholders received 102.25% of the new hybrid bonds in exchange for their 100% holding of the existing hybrid bonds. The exchange offer was announced on 12 June 2025 and settled on 24 June 2025.

Approximately SGD 138 million of SGD bonds and €524 million of EUR bonds were offered for exchange, comprising approximately 92% and 95% of the outstanding principal amount of the SGD bonds and EUR bonds, respectively.

The new hybrid bonds were issued by CPIPG under its Euro Medium Term Note Programme and are listed on the GEM of Euronext Dublin.

We worked with CPIPG and the transaction participants to structure the new hybrid bonds so that they achieve 100% equity credit from Moody's following the February 2024 update to its rating methodology for hybrid equity credit.

For more information, see Dentons DCM Quick Guide: a new path to 100% equity credit corporate hybrids.

CPIE

The tender offer, which was announced by CPIE on 30 May 2025, was structured to reduce CPIE's total debt and decrease the volume of CPIE's outstanding senior unsecured bonds to further optimise its debt profile.

Approximately €130 million was tendered, and because of the success of the tender offer, CPIE increased the maximum acceptance amount such that all tendered bonds could be accepted for purchase.

Nick Hayday, Dentons' London-based partner, Head of Banking and Financial Services UK and Global Co-Chair of Banking and Finance, said: "CPIPG are very pleased with the outcome of this liability management exercise and the opportunity to reward their long-term hybrid bondholders, and the take-up in the exchange offer reflects the continued demand for CPIPG in the debt capital markets".

Dentons' London-based Debt Capital Markets team was led by Nick Hayday and Neil Dixon, with Neil leading on hybrid structuring, with support from David Ferris and Ed Varney.

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