BayWa reaches agreement with banks and major shareholders on extended restructuring roadmap through end of 2030

Instead of the originally hoped-for financial recovery by the end of 2028, the Board of Management and Supervisory Board now expect the completion of the restructuring by the end of 2030. The basic understanding provides, among other things, for an extension of the restructuring period and a prolongation of the financial liabilities until the end of 2030 as well as an interest relief for BayWa AG.

Both major shareholders — the investment companies of the Bavarian Volksbanken and Raiffeisenbanken as well as the Austrian cooperatives — together hold a total of approximately 67.1% of BayWa shares. They are to transfer their shares — subject to an exemption from the obligation to publish and submit an offer under the Securities Acquisition and Takeover Act (WpÜG) by the Federal Financial Supervisory Authority (BaFin) — initially to a trustee.

Trust Model and Capital Increase

The trust arrangement will be dissolved and the shares will revert to the major shareholders if they provide at least 220 million euros in the context of a capital increase planned for 2029; the exact amount will be adjusted based on the then-current company valuation. Otherwise, the trustee is authorized to sell the shares. Only shares of the two major shareholders will be transferred to the trustee. The representation of the major shareholders on the Supervisory Board thereby remains unaffected.

To strengthen economic equity, the financing partners are to convert financial liabilities of up to 700 million euros into a subordinated instrument (subordinated instrument). Insofar as the above-mentioned subordinated instrument cannot be repaid from proceeds from the capital increase or from the sale of BayWa shares by the end of the restructuring period, the financing partners waive this.

Conversion of Financial Liabilities

In addition, the basic understanding provides that financial liabilities of up to 900 million euros will be repaid exclusively through the proceeds now expected at this level from the sale of the shares in BayWa r.e. AG transferred to the transformation shareholder. In the event of lower proceeds, the remaining amount becomes part of the above-mentioned subordinated instrument.

Restructuring of BayWa r.e. AG

In the context of the parallel restructuring of BayWa r.e. AG, it was agreed with the co-shareholder Energy Infrastructure Partners ("EIP") to transfer all shares of both shareholders in BayWa r.e. AG to a transformation shareholder, who is to accompany the restructuring and subsequent sale of the stake. Both shareholders waive, subject to a better-fortune clause, existing claims against BayWa r.e. AG, but continue to participate in proceeds from the planned sale. This leads to the targeted deconsolidation of BayWa r.e. AG at BayWa AG.

The Heat and Mobility business segment is to be sold by the end of 2029. The proceeds are to be used essentially for the repayment of financial liabilities. The basic understanding also provides for a further focus of BayWa AG on the core areas of Agricultural, Equipment and Building Materials.

Focus on Core Areas

To optimize refinancing capability at the end of the restructuring period, the two core business areas Agricultural and Equipment are to be transferred into a subsidiary. Both business areas will continue to be operationally managed independently — as will the Building Materials segment.

Both the creditor banks and the two major shareholders declared themselves willing to accept potentially painful cuts for this purpose. Bank loans are also to be extended by two years in order to relieve BayWa from high interest payments.

If the planned new restructuring timetable is not met, claims of other creditors would take precedence over the banks' claim to these 700 million euros. This underscores the pressure under which the agreement stands.

Next Steps Until Autumn 2026

The Board of Management of BayWa AG is confident that, on the basis of the understanding now in place, it will be possible to reach a legally binding new restructuring agreement by autumn 2026. By autumn 2026, the basic understanding is to be transformed into a corresponding restructuring agreement, which in turn requires the approval of the bodies of BayWa AG, the major shareholders and all financing partners of the original restructuring agreement.

The basic understanding is still subject to the approval of the bodies of the parties involved and will be further detailed. This means that the current step is indeed a clear signal of understanding, but not yet the formal conclusion of the restructuring agreement.

The contact for investors is Josko Radeljic, BayWa AG, Head of Investor Relations, Tel. +49 (0)89/9222-3887, E-Mail: josko.radeljic@baywa.de. For press inquiries, Dr. Frank Herkenhoff, BayWa AG, Head of Corporate Communications, Tel. +49 (0)89/9222-3680, E-Mail: frank.herkenhoff@baywa.de is available.