Dentons advises Globe Trade Centre S.A. on the issuance of €455 million 6.50% senior secured high yield bonds and related tender offer

London—Dentons, the world’s largest global law firm, has advised Globe Trade Centre S.A. (“GTC” and, together with its subsidiaries, “GTC Group”), one of the leading commercial real estate investors and developers in Central and Eastern Europe and Germany, on the issuance of €455.0 million 6.50%  Senior Secured Notes due 2030 (the “New Notes”). Dentons also advised on the concurrent tender offer (the “Tender Offer”) for the €500.0 million 2.25% Guaranteed Green Notes due 2026 (the “Existing Notes”) issued by GTC’s subsidiary GTC Aurora Luxembourg S.A. (“GTC Aurora”) (of which €494.0 million was then outstanding).

J.P. Morgan acted as sole bookrunner for the offering of the New Notes and as dealer manager for the Tender Offer. Perella Weinberg Partners acted as GTC’s financial advisor.

The New Notes were issued by GTC Finance DAC, a special purpose vehicle established solely for this transaction and not part of the GTC Group. The gross proceeds of the New Notes issuance, net of certain fees and expenses, were deposited into an escrow account, and a portion of the proceeds was used to fund the Tender Offer, with the remainder to be released in due course to GTC Aurora to redeem or repay any remaining outstanding Existing Notes.

Upon the full refinancing of the Existing Notes, the obligations under the New Notes will be assumed by GTC Aurora, guaranteed by GTC and certain subsidiaries, and secured by mortgages over a portfolio of prime commercial assets in Poland, Hungary and Romania and a pledge over shares of a soon to be established Luxembourg entity which will indirectly own one of GTC’s key commercial assets.

Dentons previously advised GTC on the issuance by GTC Aurora of the Existing Notes in 2021.

Małgorzata Czaplicka, CEO of GTC, said: “Dentons demonstrated deep expertise and unwavering commitment in guiding us through this complex and strategically important transaction. Their seamless coordination across jurisdictions was instrumental in helping us to achieve a successful outcome.”

Nick Hayday, Head of Dentons’ Banking and Financial Services Division said: ” We are very proud to have supported GTC on this landmark transaction, which was challenging and required significant and comprehensive legal analysis and execution across multiple jurisdictions. We really enjoy working with the dynamic GTC team and we look forward to working alongside them on the exciting journey ahead.”

High yield partner, Colin Chang commented: “Completing this transaction required Dentons to deliver quality advice and support to GTC in a highly coordinated fashion across multiple offices and practice areas. It was the perfect showcase for our robust global finance capabilities.”

Dentons provided capital markets, bank finance and other legal advice through its offices in London, Dublin, Warsaw, Budapest, Bucharest, Frankfurt, and Luxembourg.

The transaction was led by London-based partners Nick and Colin Chang. The London team also included consultant Richard Sharples, associates Ed Varney, Pichrotanak Bunthan, Tom Day, and Kristin Da Costa, senior lawyer David Ferris, and counsel Rod Cameron.

In Budapest, partners István Réczicza and Edina Schweizer, along with junior associate Ádám Brecko, advised on the deal. The Warsaw team comprised partner Jakub Celiński, senior associate Paulina Galewska, and associate Rafał Baranowski. Dublin support was provided by partner Matthew Cahill and associate Rebecca Moyles. In Frankfurt, partner Arne Klüwer and counsel Verena Etzel supported. Bucharest-based partners Stefi Ionescu and Loredana Chitu and Luxembourg-based partner Namik Ramić also advised.