Branicks Group AG BRANICKS Group AG Reaches Comprehensive Restructuring Agreement with Its Creditors

BRANICKS Group AG Reaches Comprehensive Restructuring Agreement with Its Creditors

 

Frankfurt am Main, 30 July 2026.

 

• Lock-Up Agreements executed with an ad hoc group of noteholders as well as holders of promissory note loans and registered notes
• New money of EUR 35 million for BRANICKS Group AG and EUR 60 million for VIB Vermögen AG secured
• Creation of a sustainable capital structure with extended maturities

BRANICKS Group AG (“Branicks”), is pleased to announce the signing of Lock-Up Agreements with its key creditor groups, marking a decisive step towards the comprehensive recapitalisation of the financial liabilities of Branicks and VIB Vermögen AG (“VIB”).

The agreed transaction sustainably strengthens the Group’s capital structure, secures additional liquidity and significantly extends the maturities of its financial liabilities. It thereby creates a reliable foundation for the Company’s further development and the implementation of its strategic and operational priorities.

The Company hereby publishes the full text of today’s ad hoc announcement below, followed by accompanying statements from its indirect significant shareholder, Prof. Dr. Gerhard Schmidt, and its Chief Executive Officer, Sonja Wärntges.

 

30 July 2026: Signing of Lock-Up Agreement

BRANICKS Group AG:

 

Lock-Up Agreements signed with a group of noteholders and promissory noteholders regarding the restructuring of the Notes and the Promissory Notes

Frankfurt am Main, 30 July 2026. BRANICKS Group AG (ISIN: DE000A1X3XX4) (“Branicks” or the “Company“) announces that it has today entered into  lock-up agreements (the “Lock-Up Agreements“) with (i) a group of noteholders (the “Ad Hoc Group“) in respect of its unsecured notes with a currently outstanding principal amount of EUR 400 million (ISIN: XS2388910270, due 22 September 2026) (the “Notes“), and (ii) a group of holders of its promissory note loans (Schuldscheindarlehen) and registered notes (Namensschuldverschreibungen) with a currently outstanding aggregate principal amount of EUR 179.5 million with maturities between 2026 and 2031 (“SSD/NSV“, and together with the Notes the “Financial Liabilities“), which aim in particular to enable the extension and restructuring of the Financial Liabilities on amended terms (the “Transaction“). The members of the Ad Hoc Group together currently hold 60,4% of the outstanding aggregate principal amount of the Notes. The holders of the SSD/NSV that are currently a party to the Lock-Up Agreement represent more than 90 % of the outstanding aggregate principal amount of the SSD/NSV.

The effectiveness of material provisions of the Lock-Up Agreements, including the obligation to support the Transaction, is subject to the occurrence of certain conditions, including the departure of the chairman of the supervisory board of the Company from the supervisory board of the Company, the appointment of Mr. Josef Schultheis as Chief Restructuring Officer (CRO) as member of the management board of the Company and holders of the SSD/NSV representing in aggregate an amount of 100 % of the outstanding principal amount of the SSD/NSV being a party to the Lock-up Agreement. All of such conditions must be satisfied by no later than 31 July 2026.

Key Terms of the Transaction: The Transaction provides for a pari passu and pro rata treatment of the Financial Liabilities. The key terms of the Transaction have been independently verified by FTI-Andersch in a restructuring opinion (final draft version) in accordance with the IDW S6 standard.

The following key terms of the Transaction are to be highlighted:

New Money:

• Subject to certain conditions, members of the Ad Hoc Group and certain holders of SSD/NSV commit to make an offer for a short-term bridge financing of EUR 35 million at the level of Branicks and a short-term bridge financing of EUR 60 million at the level of VIB Vermögen AG (“VIB”) (together, the “Bridge Financings”) prior to completion of the restructuring (the “Closing”) and to backstop such Bridge Financings in full. The Backstop providers will share a fixed backstop fee which will be capitalized and will increase the principal amounts of the financings on day one to EUR 36.1 million at the level of Branicks and EUR 61.9 million at the level of VIB. The Bridge Financing at the level of VIB will be used, in particular, for the repayment of EUR 58 million of VIB’s promissory note loans (Schuldscheindarlehen) falling due in September 2026 and March 2027.

• In order, among other things, to redeem any such Bridge Financing, Bridge Financing at level of Branicks and at level of VIB will be rolled into long-term new money tranches at Closing at identical economic terms (together with the Bridge Financing the “New Money”).

• Branicks will invite all eligible holders of Notes to subscribe for a portion of the New Money on a pro rata basis. In respect to the entire New Money process the following strip/stapling mechanism applies: First, the Bridge Financing and the long-term financing are interlinked, i.e., each new money provider who subscribes to, and participates in, the short-term bridge instruments, will participate in the corresponding long-term instrument on a 1:1 basis. Consequently, there will only be an offer to holders of Notes to participate in the Bridge Financing, and not for any participation in the long-term instruments. Second, each participation in the Bridge Financing (and the later long-term instruments) will always cover a strip of the New Money at Branicks and at VIB on a pro-rata basis. There will not be any stand-alone participation in the New Money at Branicks or at VIB.

• The long-term New Money will mature (if not previously repaid) on 30 September 2029 and bear interest at a rate of 10.0% per annum in cash. Early redemption of the long-term New Money in the first 12 months is subject to a make-whole.

Restructuring of Financial Liabilities: The comprehensive amendment of the Financial Liabilities is carried out, in particular, by amending the currently applicable terms of the Notes and the SSD/NSV:

• Bifurcation of Principal Amounts: The existing Notes will be amended into senior secured notes with a reduced principal amount of EUR 258.8 million; in parallel, the SSD/NSV will be amended into senior secured promissory note loans and registered notes with a reduced aggregate principal amount of EUR 116.2 million (together, the “Senior Secured Principal Instruments”). Additionally, new unsecured subordinated notes in an aggregate principal amount of EUR 151.5 million (including the subordination fee) plus capitalized interest accrued from the maturity date will be issued to bondholders (together, the “Subordinated Principal Notes”) and new unsecured subordinated promissory notes and new unsecured subordinated registered notes (Namensschuldverschreibungen) in an aggregate principal amount of EUR 68 million (including the subordination fee) plus accrued and capitalized interest will be issued to holders of SSD/NSV (together with the Subordinated Principal Notes the “Subordinated Principal Instruments”).

• Acquisition of Subordinated Principal Instruments: The Subordinated Principal Notes will be issued in a denomination of c. EUR 113,600 (plus accrued and capitalized interest) and receipt is tied to holdings of EUR 300,000 of existing principal amount of the Notes (which corresponds to EUR 105,900 of the principal amount, which will be subordinated upon Closing, plus accrued and capitalized interest) or an integral multiple thereof. Holders of SSD/NSV will likewise receive c. EUR 113,600 (plus accrued and capitalized interest) in new unsecured subordinated promissory notes (principal amount) for each holding of EUR 300,000 of existing principal amount.

 

• Ranking and Security: The long-term New Money will rank super senior to the Senior Secured Principal Instruments. The Subordinated Principal Instruments will be subordinated pursuant to section 39(2) of the German Insolvency Code (Insolvenzordnung – InsO) and will thus be subordinated to all non-subordinated liabilities of Branicks, including the New Money and the Senior Secured Principal Instruments, but rank senior to equity. A comprehensive security package is envisaged, including, among other things, the introduction of a double LuxCo structure and the pledge of shares therein, as well as share pledges over material subsidiaries of Branicks and their subsidiaries. This also includes corresponding guarantees from material subsidiaries. The joint arrangement of the security interests will be governed by an intercreditor agreement.

• Maturities and Interest: The Senior Secured Principal Instruments will mature on 30 September 2030 and the Subordinated Principal Instruments on 30 September 2038. The annual interest rate of the Senior Secured Principal Instruments will amount to 7.5% per annum in cash and for the Subordinated Principal Instruments to 15% per annum. Branicks may elect to pay interest in kind instead of cash on the Subordinated Principal Instruments by increasing their outstanding principal amount. Interest accrued on the Notes until and including 22 September 2026 in accordance with the existing documentation shall be paid in cash on 22 September. Interest accruing on the SSD/NSV and interest accruing after 22 September 2026 on the Notes, in each case until Closing, shall be capitalized and added to the principal amount of the relevant Subordinated Principal Instrument, except for scheduled interest payments on the promissory notes on 27 July 2026 EUR 2.2 million and in September 2026 EUR 0.1 million which have been or shall be paid in cash, provided that no amounts of New Money provided by bondholders may be used to pay such interest on the SSD/NSVs. The same mechanism applies vice versa for payments of interest on the Notes on 22 September 2026.

• Financial Covenants: The existing financial covenants (LTV Covenant and Interest Cover Covenant) will be adjusted.

Additional Fees: In addition to the interest, the payment of further fees has been agreed for the Notes, the SSD/NSV and the New Money:

• EUR 15 million subordination fee (as consideration for the partial subordination of the Financial Liabilities) added to principal amount being subordinated at Closing, increasing the aggregate principal amount of the Subordinated Principal Instruments to EUR 219.5 million plus accrued and capitalized interest upon Closing;

• 50bps extension fee to holders of Notes and the SSD/NSV to be paid in cash at Closing of the Transaction calculated on pre-transaction debt amounts;

• 200bps one-time fee of 200 bps on any principal amount of the Senior Secured Principal Instruments and the New Money outstanding as at 31 December 2028 and not repaid by that date, payable on 31 December 2028; and

• 100bps exit fee to be paid on redemption or upon refinancing of Senior Secured Principal Instruments and VIB / Branicks New Money.

Governance: As part of the restructuring, material measures are planned to reorganise the corporate governance, in particular (i) the appointment of Mr. Josef Schultheis as CRO to the management board of Branicks with primary responsibility and authority to represent the Company in relation to the restructuring, Ms. Sonja Wärntges will continue to manage the Company’s business as Chief Executive Officer (Vorstandsvorsitzende) and will resign from office no later than 31 December 2026, as well as (ii) changes to the composition of the supervisory board of VIB and Branicks, including the imminent resignation and departure of the current chairman of the supervisory board of Branicks.

Asset Disposals: The Company commits to prepare and implement a plan for the disposal of further assets in order to reduce the Company’s indebtedness.

Domination and Profit Transfer Agreement between DIC Real Estate Investments GmbH & Co. KGaA and VIB Vermögen AG: The filing of the application for registration of the Domination and Profit Transfer Agreement between DIC Real Estate Investments GmbH & Co. KGaA and VIB with the commercial register is part of the Transaction.

Next Steps

The restructuring of the Notes is intended to be implemented by way of two consecutive votes without a meeting (Abstimmung ohne Versammlung) pursuant to section 18 of the German Bonds Act (Schuldverschreibungsgesetz – SchVG), the first of which aims mainly for the deferral of the Notes to provide a stable platform for the restructuring and the second vote resolves upon the comprehensive restructuring of the Notes. Publication of the invitation to the first vote without a meeting (Abstimmung ohne Versammlung) is planned for 31 July 2026. The restructuring of the SSD/NSV will be effected by execution of the relevant amendment documentation.

The Company will keep the capital markets informed of further developments in connection with the restructuring.

 

 

Accompanying Statements

 

Prof. Dr. Gerhard Schmidt, indirect significant shareholder of BRANICKS Group AG:

“I am very glad about the conclusion of the restructuring negotiations between Branicks and the ad hoc group of holders of senior unsecured bearer notes, holders of promissory note loans and registered notes. The signing of the Lock-Up Agreements between Branicks and VIB and the two creditor groups provides for a stable platform for Branicks and VIB to progress into the next phase of the successful turnaround, in particular the providing of new money for Branicks and VIB. I fully support the agreed restructuring transaction and will endeavour that affiliates under my control will do the same. I am confident that the restructuring at hand represents the best path forward for all stakeholders.”

 

Sonja Wärntges, Chief Executive Officer of BRANICKS Group AG:

 “Today’s signing marks an important milestone for Branicks and VIB. Following constructive negotiations, we have reached an agreement with the ad hoc group of holders of our senior unsecured bearer notes as well as with holders of our promissory note loans and registered notes on the key terms of a comprehensive solution for the Group’s financial liabilities. The agreement establishes the framework for the provision of new money to Branicks and VIB as well as a sustainable capital structure with extended maturities, providing the Group with stability and long-term planning certainty. We will now focus on the swift implementation of the agreed transaction.”