Obligation Unibail-Rodamco-Westfield Group 2.125% ( FR0013506813 ) en EUR

Unibail-Rodamco-Westfield Group

100 % ⇌

France

FR0013506813 ( en EUR )

2.125% par an ( paiement annuel )

09/04/2025 - Obligation échue

Prospectus brochure de l'obligation Unibail-Rodamco-Westfield FR0013506813 en EUR 2.125%, échue

Unibail-Rodamco-Westfield est une société immobilière cotée en bourse spécialisée dans la conception, le développement et la gestion de grands centres commerciaux et de lieux de destination en Europe et aux États-Unis.

L'obligation UNIBAIL RODAMCO SE (FR0013506813 / F95094D74), émise en Australie, affichant un prix actuel de 100% de sa valeur nominale en EUR, offre un taux d'intérêt de 2,125% jusqu'à sa maturité le 09/04/2025, avec des paiements d'intérêts annuels.

Execution Version

FINAL TERMS
PROHIBITION OF SALES TO EEA AND UK RETAIL INVESTORS The Notes are not intended to be
offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any
retail investor in the European Economic Area (the "EEA") or in the United Kingdom (the "UK"). For these
purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of
Article 4(1) of Directive 2014/65/EU (as amended, "MiFID II"); or (ii) a customer within the meaning of Directive
2016/97/EU (as amended), where that customer would not qualify as a professional client as defined in point (10)
of Article 4(1) of MiFID II. Consequently no key information document required by Regulation (EU) No
1286/2014 (as amended, the "PRIIPs Regulation") for offering or selling the Notes or otherwise making them
available to retail investors in the EEA or in the UK has been prepared and therefore offering or selling the Notes
or otherwise making them available to retail investors in the EEA or in the UK may be unlawful under the PRIIPs
Regulation.
MIFID II PRODUCT GOVERNANCE / PROFESSIONAL INVESTORS AND ECPS ONLY TARGET
MARKET Solely for the purposes of each manufacturer's product approval process, the target market
assessment in respect of the Notes, taking into account the five categories referred to in item 18 of the Guidelines
published by ESMA on 5 February 2018 has led to the conclusion that: (i) the target market for the Notes are
eligible counterparties and professional clients only, each as defined in Directive 2014/65/EU (as amended,
"MiFID II"); and (ii) all channels for distribution of the Notes to eligible counterparties and professional clients
are appropriate. Any person subsequently offering, selling or recommending the Notes (a "distributor") should
take into consideration the manufacturers' target market assessment; however, a distributor subject to MiFID II is
responsible for undertaking its own target market assessment in respect of the Notes (by either adopting or refining
the manufacturers' target market assessment) and determining appropriate distribution channels.
7 April 2020
UNIBAIL-RODAMCO-WESTFIELD SE (formerly UNIBAIL-RODAMCO SE)
Legal Entity Identifier (LEI) : 969500SHQITWXSIS7N89
Issue of EUR 600,000,000 2.125 per cent. Notes due 9 April 2025
Guaranteed by WFD Unibail-Rodamco N.V., URW America Inc., WCL Finance Pty Limited, WEA
Finance LLC, Westfield America Trust, Westfield Corporation Limited, Westfield UK & Europe Finance
plc and WFD Trust
Under the EURO 20,000,000,000
Guaranteed Euro Medium Term Note Programme
PART A CONTRACTUAL TERMS
Terms used herein shall be deemed to be defined as such for the purposes of the Conditions set forth under the
heading "Terms and Conditions of the French Law Notes" in the Base Prospectus dated 8 August 2019 which
received approval no. 19-400 from the Autorité des marchés financiers (the "AMF") on 8 August 2019, the first
supplement to the Base Prospectus dated 18 October 2019 which received approval no. 19-496 from AMF on
18 October 2019, the second supplement to the Base Prospectus dated 21 February 2020 which received approval
no. 20-049 on 21 February 2020 and the third supplement to the Base Prospectus dated 1 April 2020 which
received approval no. 20-110 on 1 April 2020, which together constitute a base prospectus for the purposes of
Regulation (EU) 2017/1129 (the "Prospectus Regulation"). This document constitutes the Final Terms of the
Notes described herein for the purposes of the Prospectus Regulation and must be read in conjunction with such
Base Prospectus as so supplemented. Full information on the Issuer, the Guarantors and the offer of the Notes is
only available on the basis of the combination of these Final Terms and the Base Prospectus as so supplemented.
The Base Prospectus and the supplement to the Base Prospectus are available for viewing on the website of the
Issuer (www.urw.com) and copies may be obtained from 7 Place du Chancelier Adenauer, CS 31622, 75772 Paris
Cedex 16, France and BNP Paribas Securities Services, 3-5-7 rue du Général Compans, 93500 Pantin, France.

1

EMEA 126173500

1
(i)
Series Number:
125

(ii)
Tranche Number:
1
2
Specified Currency or Currencies:
Euro ("EUR")
3
Aggregate Nominal Amount:

(i)
Series:
EUR 600,000,000

(ii)
Tranche:
EUR 600,000,000
4
Issue Price:
99.817 per cent. of the Aggregate Nominal Amount.
5
Specified Denominations:
EUR 100,000
6
(i)
Issue Date:
9 April 2020

(ii)
Interest Commencement Date:
Issue Date
7
Maturity Date:
9 April 2025
8
Interest Basis:
2.125% Fixed Rate
(see paragraph 12 below)
9
Change of Interest Basis:
Not Applicable
10
Put/Call Options:
Issuer Call
Clean-up Call
Make-whole Redemption
(See paragraphs 15, 16 and 17 below)
11
Date of Board approval for issuance of Issuer:
Notes and Guarantees obtained:
Unibail-Rodamco-Westfield SE (formerly Unibail-Rodamco
SE) management board: 10 December 2019
Guarantors:
WFD Unibail-Rodamco N.V. management board: 10
December 2019
URW America: 22 July 2019
WEA Finance LLC: 26 July 2019
WCL Finance Pty Limited: 29 July 2019
Westfield America Trust: 29 July 2019
Westfield Corporation Limited: 29 July 2019
WFD Trust: 29 July 2019
Westfield UK & Europe Finance plc: 27 June 2019 and 11
February 2020

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EMEA 126173500

PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE
12
Fixed Rate Note Provisions:
Applicable

(i)
Rate of Interest:
2.125 per cent. per annum payable annually in arrear on each
Interest Payment Date up to and including the Maturity Date

(ii)
Interest Payment Date(s):
9 April in each year commencing on 9 April 2021

(iii)
Fixed Coupon Amount(s):
EUR 2,125.00 per Specified Denomination

(iv)
Day Count Fraction:
Actual/Actual-ICMA

(v)
Determination Dates:
9 April in each year
13
Floating Rate Note Provisions:
Not Applicable
14
Zero Coupon Note Provisions:
Not Applicable
PROVISIONS RELATING TO REDEMPTION
15
Call Option:
Applicable

(i)
Optional Redemption Date(s):
At any time from and including the date which falls three
months prior to but excluding the Maturity Date.

(ii)
Optional
Redemption EUR 100,000 per Specified Denomination
Amount(s) of each Note:

(iii)
If redeemable in part:
Not Applicable

(iv)
Notice period:
As per Conditions
16
Make-whole Redemption by the Applicable
Issuer:

(i)
Notice period:
As per Condition 5(d)

(ii)
Parties to be notified (if other Not Applicable
than set out in Condition 5(d) of
the French Law Conditions):

(iii)
Reference Bond:
0.500%
Bundesobligationen
of
the
Bundesrepublik
Deutschland (Bund) due 15 February 2025 with ISIN:
DE0001102374

(iv)
Make-whole Margin:
0.45 per cent. per annum

(v)
Make-whole Calculation
Aether Financial Services
Agent:

(vi)
Quotation Agent:
Crédit Agricole Corporate and Investment Bank
Contact: [email protected]

(vii)
Reference Dealers:
As per Conditions
17
Clean-up Call Option:
Applicable

(i)
Minimum Percentage:
25 per cent.

(ii)
Clean-up Call Amount:
EUR 100,000 per Specified Denomination

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EMEA 126173500

(iii)
Notice period:
As per Conditions
18
Put Option:
Not Applicable
19
Final Redemption Amount of each Subject to any purchase and cancellation or early redemption,
Note:
the Notes will be redeemed on the Maturity Date at 100 per
cent. of their nominal amount
20
Early Redemption Amount:

(i)
Early Redemption Amount(s) EUR 100,000 per Specified Denomination
payable on redemption for
taxation reasons or on event of
default:

(ii)
Redemption
for
taxation Yes
reasons permitted on days other
than Interest Payment Dates:

(iii)
Unmatured Coupons to become Not Applicable
void upon early redemption:
GENERAL PROVISIONS APPLICABLE TO THE NOTES
21
Form of Notes:
Dematerialised Notes
Bearer form (au porteur)
22
Financial Centre(s):
Not Applicable
23
Talons for future Coupons or Receipts Not Applicable
to be attached to Definitive Notes (and
dates on which such Talons mature):
24
Details relating to Instalment Notes:
Not Applicable
25
Masse (Condition 10 of the Terms Condition 10 applies.
and Conditions of the French Law
Notes):

(i)
Representative:
Aether Financial Services
36 rue de Monceau
75008 Paris
France

(ii)
Remuneration of
EUR 400 per annum
Representative:
26
Governing law:
The Notes and any non-contractual obligations arising out of
or in connection with the Notes will be governed by, and shall
be construed in accordance with, French law
27
Exclusion of the possibility to request Applicable
identification information of the
Noteholders
as
provided
by
Condition 1(a)(i) of the French Law
Notes:

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EMEA 126173500

Signed on behalf of Unibail-Rodamco-Westfield SE as Issuer:

By:
............................................
Duly authorised

Signed for acknowledgment on behalf of WFD Unibail-Rodamco N.V. as Guarantor:

....................................

.......................................
Name: Jean-Marie R. Tritant Name: Gerard L.W. Sieben
Title: MB Member / President US Title: MB Member / CFO

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EMEA 126173500

Signed on behalf of Unibail-Rodamco-Westfield SE as Issuer:

By:
............................................
Duly authorised

Signed for acknowledgment on behalf of WFD Unibail-Rodamco N.V. as Guarantor:

....................................

.......................................
Name: Jean-Marie R. Tritant Name: Gerard L.W. Sieben
Title: MB Member / President US Title: MB Member / CFO

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EMEA 126173500

Signed on behalf of URW America Inc. as Signed on behalf of WEA Finance LLC as Guarantor:
Guarantor:
By: Westfield America Limited Partnership,

a Delaware limited partnership,
its managing member
By:
............................................

Name: Aline Taireh
By: Westfield U.S. Holdings, LLC,
a Delaware limited liability company,
Title: Secretary
its managing general partner

Duly authorised
By: ________________________
Name: Aline Taireh

Title:
Executive Vice
President / General Counsel / Secretary

Signed on behalf of WCL Finance Pty Limited as Westfield America Management Limited as trustee of
Guarantor by its attorney under power of WFD Trust as Guarantor, by its attorney under power of
attorney. By executing these Final Terms the attorney. By executing these Final Terms, the attorney
attorney below certifies that it has not received below certified that it has not received notification of the
notification of the revocation of such power of revocation of such power of attorney.
attorney:
By:
By:
Attorney
Attorney
Name: Jaap Tonckens
Name: Jaap Tonckens
Title: Attorney
Title: Attorney

Attest:
Attest:

Witness

Witness
Meriem Delfi
________________________________

Meriem Delfi
Print Name
________________________________

Print Name

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EMEA 126173500

Signed on behalf of Westfield Corporation Limited as Westfield America Management Limited as trustee of
Guarantor by its attorney under power of attorney. By Westfield America Trust as Guarantor, by its attorney
executing these Final Terms the attorney below under power of attorney. By executing these Final
certifies that it has not received notification of the Terms, the attorney below certified that it has not
revocation of such power of attorney.
received notification of the revocation of such power
of attorney.
By:
Attorney
By:
Name: Jaap Tonckens
Attorney
Title: Attorney
Name: Jaap Tonckens

Title: Attorney

Attest:
Attest:

Witness
Witness

Meriem Delfi

________________________________
Meriem Delfi
________________________________
Print Name
Print Name

Signed on behalf of Westfield UK & Europe Finance
plc as Guarantor:

By:
............................................
Duly authorised

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EMEA 126173500

Signed on behalf of Westfield Corporation Limited as Westfield America Management Limited as trustee of
Guarantor by its attorney under power of attorney. By Westfield America Trust as Guarantor, by its attorney
executing these Final Terms the attorney below under power of attorney. By executing these Final
certifies that it has not received notification of the Terms, the attorney below certified that it has not
revocation of such power of attorney.
received notification of the revocation of such power
of attorney.
By:
Attorney
By:
Name: Jaap Tonckens
Attorney
Title: Attorney
Name: Jaap Tonckens

Title: Attorney

Attest:
Attest:

Witness
Witness

________________________________
________________________________
Print Name
Print Name

Signed on behalf of Westfield UK & Europe Finance
plc as Guarantor:

By:
............................................
Duly authorised

7

EMEA 126173500

PART B OTHER INFORMATION
1
LISTING AND ADMISSION TO TRADING
(i)
Application has been made by the Issuer (or on its behalf) for the Notes to be listed on Euronext
Paris and admitted to trading on Euronext Paris with effect from the Issue Date.
(ii)
Estimate of total expenses related to admission to trading: EUR 4,450
2
RATINGS
Ratings:
The Notes to be issued are expected to be rated:
S&P: A-
Moody's: A3
S&P Global Ratings and Moody's Investors Services Ltd are
established in the European Union and/or the UK and registered
under Regulation (EC) No 1060/2009, as amended by Regulation
(EU) No 513/2011. As such S&P Global Ratings and Moody's
Investors Services Ltd are included in the list of credit rating
agencies published by the European Securities and Markets
Authority on its website in accordance with the CRA Regulation.
3
NOTIFICATION
Not Applicable.
4
INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE/OFFER
Save for any fees payable to the Managers, so far as the Issuer is aware, no person involved in the offer
of the Notes has an interest material to the offer. The Managers and their affiliates have engaged, and may
in the future engage, in investment banking and/or commercial banking transactions with, and may
perform other services for, the Issuer and the Guarantors and their affiliates in the ordinary course of
business.
5
YIELD
Indication of yield:
2.164 per cent. per annum calculated at the Issue Date on the basis
of the Issue Price. It is not an indication of future yield.
6
DISTRIBUTION
(i)
Method of distribution:
Syndicated
(ii)
If syndicated:

(A)
Names of Managers:
Co-Global Coordinators:
BNP Paribas
Crédit Agricole Corporate and Investment Bank
Merrill Lynch International

Joint Lead Managers:
ABN AMRO Bank N.V.
Banca IMI S.p.A.
Banco Bilbao Vizcaya Argentaria, S.A.
Banco Santander, S.A.
Barclays Bank Ireland PLC
Commerzbank Aktiengesellschaft
Crédit Industriel et Commercial S.A.

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EMEA 126173500