GTC Group has announced it successfully priced EUR 455 million senior secured notes due 2030 with a coupon of 6.50% per annum.
The new notes mature in October 2030. They were issued by GTC Finance DAC, a special purpose vehicle established solely for this transaction and not part of the GTC Group. They are governed by English law and are expected to be listed on the Global Exchange Market of Euronext Dublin, with settlement expected on October 10, 2025. The gross proceeds of the new notes, net of certain fees and expenses, will initially be deposited into an escrow account. A portion will be used to fund the tender offer, with the remainder to be released in due course to GTC Aurora Luxembourg S.A. to redeem or repay any remaining outstanding notes.
Following the full redemption or maturity of the notes, the obligations under the new notes will be assumed by GTC Aurora, guaranteed by Globe Trade Centre S.A. and selected 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 Galeria Polnocna.
According to the real estate developer and investor, the transaction was met with strong demand, resulting in an oversubscribed order book, and attracted a broad mix of leading international institutional investors and major Polish funds, including both existing noteholders and new investors. Schroders acted as an anchor investor, further underlining investor confidence in GTC.
As part of the transaction, GTC entered into a backstop agreement with funds managed by Schroder Investment Management Limited and Schroder Investment Management North America Inc, each acting as agent on behalf of certain of their respective funds and clients. Schroders committed to purchase and was allocated EUR 275 million of new notes, providing a strong anchor to the issuance as a long-term investor in GTC’s business.
Furthermore, GTC Group launched a tender offer for its EUR 500 million unsecured notes due 2026 on October 1, of which €494 million remain outstanding. “This transaction marks an important step in the group’s strategy to strengthen its balance sheet, extend its maturity profile, and further support its deleveraging objectives,” the company explained.
“The investor response is a strong endorsement of GTC’s strategy and market position,” commented GTC CEO Malgorzata Czaplicka. “This successful transaction demonstrates the trust of both international and domestic investors and positions GTC for continued stability in its core markets.”
“Schroders’ leveraged finance specialists work closely with companies such as GTC to build strong, trusting relationships and support their long-term capital needs,” added Schroders Head of Credit, Europe Patrick Vogel. “Our active approach enables us to strengthen the funding positions of companies, and, importantly, deliver investment opportunities now and in the future which help meet the needs of our clients.”
J.P. Morgan acted as sole bookrunner, advised by Linklaters. Dentons acted as legal counsel to GTC and Perella Weinberg Partners acted as GTC’s financial advisor.
Image source: gtcgroup.com