Astaris Capital Management’s €300 Million Senior Notes Offering

Dentons advised Astaris Capital Management LLP and certain other bondholders in relation to TUI AG’s consent solicitation in respect of its €300 million Senior Notes due in 2021.

The transaction currently represents the largest and most prominent bondholder consent solicitation against the background of COVID-19 state support for large German corporations.

TUI initiated the consent solicitation, as the additional €1.2 billion support package for TUI recently granted by state-owned development bank KfW and the German Economic Stabilization Fund (WSF) is subject to a waiver or suspension of a potential limitation of TUI’s financial indebtedness. Since such a limitation was foreseen in the terms and conditions of the Notes, it was necessary to amend them.

Astaris, as one of the bondholders, filed a successful counter-proposal to TUI’s original proposal, which modified the conditions for the requested suspension. The counter-proposal was officially endorsed by TUI and approved by the required majority of bondholders.

Dentons team included Andreas Ziegenhagen (Partner, Restructuring; Picture), Oliver Dreher (Partner, Capital Markets, both lead), Dr. Robert Weber (Partner, Corporate), Robert Michels (Partner, Capital Markets), Valeria Hoffmann (Senior Associate, Corporate)

Involved fees earner: Oliver Dreher – Dentons; Valeria Hoffmann – Dentons; Robert Michels – Dentons; Robert Weber – Dentons; Andreas Ziegenhagen – Dentons;

Law Firms: Dentons;

Clients: Astaris Capital Management;