Obligation Unibail-Rodamco-Westfield Group 2.125% ( FR0013330529 ) en EUR

Unibail-Rodamco-Westfield Group

100 % ▲

France

FR0013330529 ( en EUR )

2.125% par an ( paiement annuel )

Perpétuelle

Prospectus brochure de l'obligation Unibail-Rodamco-Westfield FR0013330529 en EUR 2.125%, échéance Perpétuelle

100 000 EUR

1 250 000 000 EUR

25/10/2026 ( Dans 258 jours )

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.

Unibail-Rodamco-Westfield a émis une obligation perpétuelle (FR0013330529) en euros, d'un montant total de 1 250 000 000 ?, avec un taux d'intérêt de 2,125 %, un prix actuel de marché de 100 %, une taille minimale d'achat de 100 000 ? et une fréquence de paiement annuelle.

PROSPECTUS DATED 23 APRIL 2018

UNIBAIL-RODAMCO SE
(incorporated in the Republic of France with limited liability)
1,250,000,000 Deeply Subordinated Perpetual Fixed Rate Resettable Perp-NC5.5 Bonds
(the "Perp-NC5.5 Bonds")
750,000,000 Deeply Subordinated Perpetual Fixed Rate Resettable Perp-NC8 Bonds
(the "Perp-NC8 Bonds")
guaranteed on a subordinated basis by
WFD UNIBAIL-RODAMCO N.V.
(incorporated in the Netherlands with limited liability)
Issue Price for the Perp-NC5.5 Bonds: 100.00 per cent.
Issue Price for the Perp-NC8 Bonds: 100.00 per cent.
This document (including the documents incorporated by reference) constitutes a prospectus (the "Prospectus") for the purposes of
Article 5.3 of Directive 2003/71/EC of the European Parliament and of the Council dated 4 November 2003, as amended (the
"Prospectus Directive"). This Prospectus contains information relating to the issue by Unibail-Rodamco SE (the "Issuer" or
"Unibail-Rodamco") of the Perp-NC5.5 Bonds and the Perp-NC8 Bonds (each a "Series" and together, the "Bonds") irrevocably
guaranteed on a subordinated basis by WFD Unibail-Rodamco N.V. (the "Guarantor" or "Newco"). This Prospectus has been
approved by the Autorité des marchés financiers (the "AMF") in France, in its capacity as competent authority pursuant to Article
212-2 of its Règlement Général which implements the Prospectus Directive. Application has been made to admit the Bonds to trading
on the regulated market of Euronext Paris ("Euronext Paris") on 25 April 2018 (the "Issue Date"). Euronext Paris is a regulated
market for the purposes of Directive 2014/65/EU of the European Parliament and of the Council on markets in financial instruments.
The Bonds will bear interest (i) from (and including) the Issue Date, to (but excluding) 25 October 2023 in the case of the Perp-NC5.5
Bonds and 25 April 2026 in the case of the Perp-NC8 Bonds (each a "First Reset Date"), at a fixed rate of 2.125 per cent. per annum
in the case of the Perp-NC5.5 Bonds and 2.875 per cent. per annum in the case of the Perp-NC8 Bonds, in each case payable annually
in arrear on 25 October in each year in the case of the Perp-NC5.5 Bonds with the first interest payment date on 25 October 2018
(short first coupon) and on 25 April in each year with the first interest payment date on 25 April 2019 in the case of the Perp-NC8
Bonds, and (ii) for each Reset Rate Interest Period thereafter at the applicable Reset Rate of Interest which amounts to the sum of (a)
the relevant 5-year Euro Mid-Swaps for each such period plus (b) the Relevant Margin, as determined by the Calculation Agent,
payable annually in arrear on 25 October in each year in the case of the Perp-NC5.5 Notes and 25 April in each year in the case of the
Perp-NC8 Notes, commencing on the applicable First Reset Date, all as further described in "Terms and Conditions of the Perp-NC5.5
Bonds - Interest General" and "Terms and Conditions of the Perp-NC8 Bonds - Interest General". "Relevant Margin" means (i)
from (and including) the applicable First Reset Date, to (but excluding) 25 October 2028 in the case of the Perp-NC5.5 Bonds and 25
April 2031 in the case of the Perp-NC8 Bonds (each a "First Step Up Date"), 1.675 per cent. in the case of the Perp-NC5.5 Bonds and
2.109 per cent. in the case of the Perp-NC8 Bonds, (ii) from (and including) the applicable First Step Up Date to (but excluding) 25
October 2043 in the case of the Perp-NC5.5 Bonds and 25 April 2046 in the case of the Perp-NC8 Bonds (each a "Second Step Up
Date"), 1.925 per cent. in the case of the Perp-NC5.5 Bonds and 2.359 per cent. in the case of the Perp-NC8 Bonds and (iii) from (and
including) the applicable Second Step Up Date, 2.675 per cent. in the case of the Perp-NC5.5 Bonds and 3.109 per cent. in the case of
the Perp-NC8 Bonds.
Payment of interest on the Bonds may, at the option of the Issuer, be deferred, as set out in the "Terms and Conditions of the Perp-
NC5.5 Bonds - Interest - Deferral of Interest" and "Terms and Conditions of the Perp-NC8 Bonds - Interest - Deferral of Interest".
The Bonds are undated obligations of the Issuer and have no fixed maturity date. However, the Issuer will have the right to redeem
each Series of Bonds in whole, but not in part, on any day in the period starting on and including the 90th calendar day prior to the
applicable First Reset Date, and on any applicable Interest Payment Date thereafter, as further described in "Terms and Conditions of
the Perp-NC5.5 Bonds Redemption and Purchase Call Options General Call Option of the Issuer" and "Terms and Conditions of
the Perp-NC8 Bonds Redemption and Purchase Call Options General Call Option of the Issuer".
The Issuer may, at its option, also redeem each Series of Bonds upon the occurrence of an Issuer Gross-Up Event, a Withholding Tax
Event, a Guarantor Gross-Up Event, a Tax Deduction Event, an Accounting Event, a Rating Agency Event or an Acquisition Event,
each as defined and further described in "Terms and Conditions of the Perp-NC5.5 Bonds Redemption and Purchase" and "Terms
and Conditions of the Perp-NC8 Bonds Redemption and Purchase".

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Payments of principal and interest on the Bonds will be made without deduction for or on account of taxes of the Republic of France
or The Netherlands, as the case may be, unless required by law (see "Terms and Conditions of the Perp-NC5.5 Bonds Taxation" and
"Terms and Conditions of the Perp-NC8 Bonds Taxation").
The Bonds will be issued in dematerialised bearer form in the denomination of Euro 100,000 each. Title to the Bonds will be
evidenced by book-entries in accordance with Articles L.211-3 et seq. and R. 211-1 et seq. of the French Code monétaire et financier.
No physical document of title (including certificats représentatifs pursuant to Article R. 211-7 of the French Code monétaire et
financier) will be issued in respect of the Bonds.
The Bonds will, upon issue, be inscribed in the books of Euroclear France which shall credit the accounts of the Account Holders.
"Account Holder" shall mean any intermediary institution entitled to hold, directly or indirectly, accounts on behalf of its customers
with Euroclear France, and includes Clearstream Banking, S.A. and Euroclear Bank S.A./N.V.
The Bonds are expected to be assigned a rating of BBB+ by S&P Global Ratings ("S&P") and Baa1 by Moody's Investors Services
Ltd ("Moody's"). Each of S&P and Moody's is a credit rating agency established in the European Union and registered under
Regulation (EU) No 1060/2009, as amended by Regulation (EU) No. 513/2011 (the "CRA Regulation") and is included in the list of
credit
rating
agencies
published
by
the
European
Securities
and
Market
Authority
on
its
website
(http://www.esma.europa.eu/page/List-registered-and-certified-CRAs) in accordance with the CRA Regulation. A rating is not a
recommendation to buy, sell or hold securities and may be subject to suspension, change or withdrawal at any time by the assigning
rating agency.
Prospective investors should have regard to the factors described in the section headed "Risk Factors" in this Prospectus.
Global Coordinators, Joint Bookrunners and Joint Lead Managers

BNP PARIBAS
BofA MERRILL LYNCH

DEUTSCHE BANK
GOLDMAN SACHS INTERNATIONAL

Joint Bookrunners and Joint Lead Managers

BARCLAYS
CITIGROUP

CREDIT AGRICOLE CIB
HSBC BANK PLC

J.P. MORGAN
MORGAN STANLEY

SOCIÉTÉ GÉNÉRALE CORPORATE & INVESTMENT BANKING

Co-Lead Managers

ABN AMRO
BANCA IMI
BANCO BILBAO VIZCAYA

ARGENTARIA, S.A.

CM-CIC MARKET
COMMERZBANK
CREDIT SUISSE
SOLUTIONS

ING
LA BANQUE POSTALE
LLOYDS BANK PLC

MIZUHO SECURITIES
MUFG
NATIXIS

RBC CAPITAL MARKETS
SANTANDER
SEB

SMBC NIKKO
SVENSKA HANDELSBANKEN
TD SECURITIES

NATWEST MARKETS
UNICREDIT BANK

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IMPORTANT NOTICES
This Prospectus constitutes a prospectus for the purposes of the Prospectus Directive and for the purpose of
giving information with regard to the Issuer, the Guarantor and Unibail-Rodamco and its consolidated
subsidiaries taken as a whole (the "Unibail-Rodamco Group") and the Bonds which, according to the
particular nature of the Issuer, the Guarantor and the Bonds, is necessary to enable investors to make an
informed assessment of the assets and liabilities, financial position, profit and losses and prospects of the
Issuer and the Guarantor.
This Prospectus is to be read in conjunction with all documents which are incorporated herein by reference
(see "Documents Incorporated by Reference").
This Prospectus may only be used for the purposes for which it has been published.
No person has been authorised to give any information or to make any representation other than those
contained in this Prospectus in connection with the issue or sale of the Bonds and, if given or made, such
information or representation must not be relied upon as having been authorised by the Issuer, the
Guarantor or any of the Managers (as defined below). Neither the delivery of this Prospectus nor any
offering, sale or delivery of any Bonds made in connection herewith shall, under any circumstances, create
any implication that there has been no change in the affairs of the Issuer, the Guarantor or the Unibail-
Rodamco Group since the date hereof, or that there has been no adverse change in the financial position of
the Issuer, the Guarantor or the Unibail-Rodamco Group since the date hereof, or that any other information
supplied in connection with the Bonds is correct as of any time subsequent to the date on which it is
supplied or, if different, the date indicated in the document containing the same.
THE DISTRIBUTION OF THIS PROSPECTUS AND THE OFFERING OR SALE OF THE BONDS IN
CERTAIN JURISDICTIONS MAY BE RESTRICTED BY LAW. PERSONS INTO WHOSE
POSSESSION THIS PROSPECTUS COMES ARE REQUIRED BY THE ISSUER, THE GUARANTOR
AND THE MANAGERS TO INFORM THEMSELVES ABOUT AND TO OBSERVE ANY SUCH
RESTRICTION. NEITHER THE BONDS NOR THE SUBORDINATED GUARANTEE (AS DEFINED
BELOW) HAVE BEEN OR WILL BE REGISTERED UNDER THE UNITED STATES SECURITIES
ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") AND ARE SUBJECT TO U.S. TAX LAW
REQUIREMENTS. SUBJECT TO CERTAIN EXCEPTIONS, BONDS MAY NOT BE OFFERED, SOLD
OR DELIVERED WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF,
U.S. PERSONS (AS DEFINED IN THE U.S. INTERNAL REVENUE CODE OF 1986, AS AMENDED,
AND REGULATIONS THEREUNDER). FOR A DESCRIPTION OF CERTAIN RESTRICTIONS ON
THE OFFER AND SALE OF THE BONDS AND ON THE DISTRIBUTION OF THIS PROSPECTUS,
SEE "SUBSCRIPTION AND SALE".
This Prospectus does not constitute an offer of, or an invitation by or on behalf of the Issuer, the Guarantor
or the Managers to subscribe for, or purchase, the Bonds.
The Managers have not separately verified the information contained or incorporated by reference in this
Prospectus and none of the Managers accepts any responsibility for the contents of this Prospectus, or for
any other statement, made or purported to be made by the Managers or on its behalf in connection with the
Issuer, the Guarantor or the Unibail-Rodamco Group or the issue or offering of the Bonds. The Managers
accordingly disclaim all and any liability whether arising in tort or contract or otherwise which it might
have in respect of this Prospectus or any such statement. Neither this Prospectus nor any financial
statements are intended to provide the basis of any credit or other evaluation and should not be considered
as a recommendation by the Issuer, the Guarantor or the Managers that any recipient of this Prospectus or
any financial statements should purchase the Bonds. Each potential purchaser of Bonds should determine
for itself the relevance of the information contained in this Prospectus and its purchase of Bonds should be
based upon such investigation as it deems necessary. None of the Managers undertakes to review the
financial condition or affairs of the Issuer, the Guarantor or the Unibail-Rodamco Group during the life of

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the arrangements contemplated by this Prospectus, nor to advise any investor or potential investor in the
Bonds of any information coming to the attention of any of the Managers.
Any websites included in this Prospectus are for information purposes only and do not form any part of this
Prospectus.
PROHIBITION OF SALES TO EEA RETAIL INVESTORS The Bonds 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"). 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 ("MiFID II"); or (ii) a customer within the meaning of Directive
2002/92/EC, 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 (the "PRIIPs Regulation") for offering or selling the Bonds or otherwise making them
available to retail investors in the EEA has been or will be prepared and therefore offering or selling
the Bonds or otherwise making them available to retail investors in the EEA 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
Bonds, 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 Bonds 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 Bonds to eligible counterparties and professional
clients are appropriate. Any person subsequently offering, selling or recommending the Bonds (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 Bonds (by either adopting or refining the manufacturers' target market assessment) and determining
appropriate distribution channels.

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TABLE OF CONTENTS
Page
GENERAL DESCRIPTION OF THE BONDS .............................................................................................. 6
RISK FACTORS .......................................................................................................................................... 10
DOCUMENTS INCORPORATED BY REFERENCE ................................................................................ 24
TERMS AND CONDITIONS OF THE PERP-NC5.5 BONDS ................................................................... 30
TERMS AND CONDITIONS OF THE PERP-NC8 BONDS ...................................................................... 45
DESCRIPTION OF THE SUBORDINATED GUARANTEE ..................................................................... 60
USE OF PROCEEDS ................................................................................................................................... 62
UNIBAIL-RODAMCO SE .......................................................................................................................... 63
WFD UNIBAIL-RODAMCO N.V. .............................................................................................................. 66
SIGNIFICANT RECENT DEVELOPMENTS ............................................................................................ 71
TAXATION .................................................................................................................................................. 76
SUBSCRIPTION AND SALE ..................................................................................................................... 80
GENERAL INFORMATION ....................................................................................................................... 83
PERSONS RESPONSIBLE FOR THE INFORMATION GIVEN IN THE PROSPECTUS ....................... 86

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GENERAL DESCRIPTION OF THE BONDS
This overview is a general description of the Bonds and is qualified in its entirety by the remainder of this
Prospectus. For a more complete description of the Bonds, including definitions of capitalised terms used
but not defined in this section, please see "Terms and Conditions of the Perp-NC5.5 Bonds" and "Terms
and Conditions of the Perp-NC8 Bonds".
Issuer
Unibail-Rodamco
Guarantor
Newco
Securities
1,250,000,000 Deeply Subordinated Perpetual Fixed Rate Resettable Perp-
NC5.5 Bonds (the "Perp-NC5.5 Bonds") and 750,000,000 Deeply
Subordinated Perpetual Fixed Rate Resettable Perp-NC8 Bonds (the "Perp-NC8
Bonds" and, together with the Perp-NC5.5 Bonds, the "Bonds", and each a
"Series").
Maturity
Undated.
Form and
The Bonds will be issued in dematerialised bearer form and in the denomination
Denomination
of Euro 100,000 each. Title to the Bonds will be evidenced by book-entries in
accordance with Articles L.211-3 et seq. and R. 211-1 et seq. of the French Code
monétaire et financier. No physical document of title (including certificats
représentatifs pursuant to Article R. 211-7 of the French Code monétaire et
financier) will be issued in respect of the Bonds.
Issue Date
25 April 2018.
Status/Ranking of
The principal and interest on the Bonds constitute direct, unconditional,
Bonds
unsecured and deeply subordinated obligations of the Issuer and rank and will at
all times rank pari passu without any preference among themselves and pari
passu with all other present and future Parity Obligations of the Issuer but shall
be subordinated to Ordinary Subordinated Obligations and to Unsubordinated
Obligations of, or issued by, the Issuer. The Bonds (which constitute obligations)
are deeply subordinated bonds issued pursuant to the provisions of Article L.228-
97 of the French Code de commerce. The obligations of the Issuer shall rank in
priority to any Junior Securities of the Issuer.
Status/Ranking of
The Guarantor has in the Subordinated Guarantee irrevocably guaranteed, on a
Subordinated
subordinated basis, the due payment of all sums expressed to be payable from
Guarantee
time to time by the Issuer under the Bonds.
The obligations of the Guarantor under the Subordinated Guarantee constitute
direct, unconditional, unsecured and subordinated obligations of the Guarantor
and rank and will at all times rank pari passu with all other present and future
Parity Obligations of the Guarantor and senior only to the Guarantor's payment
obligations in respect of any Junior Securities of the Guarantor.
Interest
Unless previously redeemed in accordance with Condition 5 of the Terms and
Conditions of the Perp-NC5.5 Bonds or the Terms and Conditions of the Perp-
NC8 Bonds, as applicable, and subject to the further provisions of Condition 4 of
the Perp-NC5.5 Bonds or the Terms and Conditions of the Perp-NC8 Bonds, as
applicable, (in particular, but not limited to, Condition 4(f) of the Terms and
Conditions of the Perp-NC5.5 Bonds or the Terms and Conditions of the Perp-
NC8 Bonds, as applicable), the Bonds shall bear interest on their principal
amount from and including the Issue Date to, but excluding, 25 October 2023 in
the case of the Perp-NC5.5 Bonds and 25 April 2026 in the case of the Perp-NC8
Bonds (each a "First Reset Date") at an interest rate per annum of 2.125 per
cent. in the case of the Perp-NC5.5 Bonds and 2.875 per cent. in the case of the
Perp-NC5.5 Bonds (each an "Initial Fixed Rate of Interest"), payable annually
in arrear on 25 October in each year, commencing on 25 October 2018 (short

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first coupon) in the case of the Perp-NC5.5 Bonds and on 25 April in each year,
commencing on 25 April 2019 in the case of the Perp-NC8 Bonds (each a "Fixed
Rate Interest Payment Date"), and thereafter at the applicable Reset Rate of
Interest, payable annually in arrear on 25 October in each year in the case of the
Perp-NC5.5 Bonds and 25 April in each year in the case of the Perp-NC8 Bonds,
commencing on the applicable First Reset Date (each a "Reset Rate Interest
Payment Date").

The applicable Reset Rate of Interest (the "Reset Rate of Interest") for each
applicable Reset Rate Interest Period will be determined by the Calculation
Agent at a rate equal to the applicable mid swap rate for Euro swap transactions
with a maturity of 5 years as set out in the Terms and Conditions of the Perp-
NC5.5 Bonds and the Terms and Conditions of the Perp-NC8 Bonds, plus the
applicable Relevant Margin, subject to the fall back provisions described in
Condition 4(d) of the Terms and Conditions of the Perp-NC5.5 Bonds and the
Terms and Conditions of the Perp-NC8 Bonds.
Interest Deferral
Optional Interest Payment
The Issuer may, at any time and at its sole discretion, by giving notice to the
relevant Bondholders, elect to defer all of the payment of interest accrued on a
Series of Bonds in respect of any applicable Interest Period. If the Issuer makes
such an election, the Issuer shall have no obligation to make such payment and
any such non-payment of interest shall not constitute a default of the Issuer or
any other breach of any obligations under the relevant Series of Bonds or for any
other purpose.

Any interest in respect of the relevant Series of Bonds which has not been paid at
the election of the Issuer in accordance with this paragraph will be deferred and
shall constitute "Arrears of Interest" and shall be payable as described below.

Payment of Arrears of Interest

Arrears of Interest (together with interest accrued thereon at the Prevailing Rate
(the "Additional Interest Amounts")) relating to a Series of Bonds may, at the
option of the Issuer, be paid in whole or in part, at any time, provided that all
Arrears of Interest (together with the corresponding Additional Interest Amounts)
in respect of all Bonds of such Series for the time being outstanding shall become
due and payable in full on whichever is the earliest of:

(i)
ten (10) Business Days following the occurrence of a Mandatory
Payment Event;

(ii)
the next scheduled applicable Interest Payment Date in respect of which
the Issuer does not elect to defer interest accrued in respect of the
relevant Interest Period;

(iii)
the date on which the relevant Series of Bonds is redeemed; or

(iv)
the date on which an order is made for the winding-up, dissolution or
liquidation of the Issuer or the Guarantor (other than for the purposes of
or pursuant to an amalgamation, reorganization or restructuring while
solvent, where the relevant continuing entity assumes substantially all of
the assets and obligations of the Issuer or, as the case may be, the
Guarantor and assumes all the obligations of the Issuer under the
relevant Series of Bonds or, as the case may be, the obligations of the
Guarantor under the Subordinated Guarantee).
Taxation
All payments in respect of the Bonds by or on behalf of the Issuer or the
Guarantor shall be made free and clear of, and without withholding or deduction
for or on account of, any present or future taxes, duties, assessments or
governmental charges of whatever nature imposed, levied, collected, withheld or

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assessed by or on behalf of France (in the case of the Issuer) or The Netherlands
(in the case of the Guarantor) or any political subdivision thereof or any authority
therein having power to tax, unless such withholding or deduction is required by
law, subject as specified in Condition 7 of each of the Terms and Conditions of
the Perp-NC5.5 Bonds and the Terms and Conditions of the Perp-NC8 Bonds.
Additional amounts
If French law or Dutch law, as the case may be, should require that payments of
principal or interest in respect of any Bond by or on behalf of the Issuer or the
Guarantor, as the case may be, be subject to deduction or withholding in respect
of any present or future taxes, duties, assessments or other governmental charges
of whatever nature imposed or levied by or on behalf of France or The
Netherlands, as the case may be, or any authority therein or thereof having power
to tax, the Issuer or the Guarantor, as the case may be, shall, to the fullest extent
then permitted by law, pay such additional amounts as as may be necessary in
order that each Bondholder, after such deduction or withholding, will receive the
full amount then due and payable thereon in the absence of such deduction or
withholding, except that no such additional amounts shall be payable with respect
to any Bond in certain circumstances as more fully described in the Terms and
Conditions of the Perp-NC5.5 Bonds and the Terms and Conditions of the Perp-
NC8 Bonds.
Final Redemption
Subject to any early redemption described below, the Bonds are undated
securities with no specified maturity date.
Early Redemption
On any day in the period starting on and including the 90th calendar day prior to
the applicable First Reset Date and on any applicable Interest Payment Date
thereafter, the Issuer, subject to having given not less than 30 calendar days' prior
notice to the relevant Bondholders (which notice shall be irrevocable), may
redeem all, but not some only, of the Bonds of each Series at their principal
amount including any amount outstanding thereon (including an amount equal to
any Arrears of Interest, together with any Additional Interest Amounts in respect
thereof).
The Issuer will also have the right to redeem each Series of Bonds in whole but
not in part at (a) in the case of any redemption pursuant to the occurrence of an
Issuer Gross-Up Event, a Withholding Tax Event, a Guarantor Gross-Up Event
or pursuant to Condition 5(e)(Minimal outstanding amount), 100 per cent. of the
principal amount of the relevant Series of Bonds together with any accrued
interest and any Arrears of Interest (including any Additional Interest Amounts
thereon) in respect thereof up to the date of redemption of such Series of Bonds,
or (b) in the case of any redemption pursuant to a Tax Deduction Event, a Rating
Agency Event, an Accounting Event or an Acquisition Event, (i) in the event that
redemption takes place prior to the First Reset Date, 101 per cent. of the principal
amount of such Series of Bonds together with any accrued interest and any
Arrears of Interest (including any Additional Interest Amounts thereon) in
respect thereof or (ii) in the event that the Early Redemption Date takes place on
or after the First Reset Date, 100 per cent. of the principal amount of such Series
of Bonds together with any accrued interest and any Arrears of Interest
(including any Additional Interest Amounts thereon) in respect thereof.
Purchase and
The Issuer, the Guarantor and/or any of the Issuer's or the Guarantor's
cancellation
Subsidiaries may at any time purchase Bonds in the open market or otherwise at
any price. Such acquired Bonds may be cancelled, held or resold in accordance
with applicable law.
Negative Pledge
There will be no negative pledge in respect of the Bonds.
No Events of Default There are no events of default in respect of the Bonds.
However, (i) if any judgment is issued by any competent court for the judicial
liquidation (liquidation judiciaire) of the Issuer or, following an order of
redressement judiciaire, the sale of the whole of the business (cession totale de

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l'entreprise) of the Issuer or in the event of the voluntary dissolution of the Issuer
or if the Issuer has been liquidated for any other reason or (ii) in the event of the
dissolution (ontbinding) or liquidation (vereffening) of the Guarantor, then the
Bonds will become immediately due and payable at their principal amount
together with any amounts outstanding thereon including an amount equal to any
Arrears of Interest and any Additional Interest Amounts and with accrued interest
to the date of redemption. No payments will be made to holders of any class of
the share capital of the Issuer or the Guarantor before all amounts due, but
unpaid, to all Bondholders have been paid by the Issuer or the Guarantor.
Listing and
Application will be made for the Bonds to be listed and admitted to trading on
admission to trading
Euronext Paris. Such listing and admission to trading are expected to occur as of
the Issue Date or as soon as practicable thereafter.
Selling Restrictions
Neither the Bonds nor the Subordinated Guarantee have been or will be
registered under the Securities Act and are being offered and sold only outside
the United States in accordance with Regulation S thereunder. Selling restrictions
apply in various jurisdictions, see "Subscription and Sale" below.
Use of proceeds
The net proceeds from the issue of the Bonds will be used for the general
corporate purposes of the Issuer, including the financing of the Acquisition.
Governing law
The Bonds will be governed by, and construed in accordance with, French law.
The Subordinated Guarantee will be governed by English law apart from the
subordination provisions which will be governed by Dutch law.
Settlement
Euroclear France
ISIN
The International Securities Identification Number ("ISIN") for the Perp-NC5.5
Bonds is FR0013330529 and the ISIN for the Perp-NC8 Bonds is
FR0013330537.
Fiscal Agent,
BNP Paribas Securities Services
Principal Paying
Agent and
Calculation Agent
Rating
The Bonds are expected to be assigned a rating of BBB+ by S&P Global Ratings
("S&P") and Baa1 by Moody's Investors Services Ltd ("Moody's"). Each of
S&P and Moody's is a credit rating agency established in the European Union
and registered under Regulation (EU) No 1060/2009, as amended by Regulation
(EU) No. 513/2011 (the "CRA Regulation") and is included in the list of credit
rating agencies published by the European Securities and Market Authority on its
website (http://www.esma.europa.eu/page/List-registered-and-certified-CRAs) in
accordance with the CRA Regulation. A rating is not a recommendation to buy,
sell or hold securities and may be subject to suspension, change or withdrawal at
any time by the assigning rating agency.

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RISK FACTORS
The Issuer and the Guarantor believe that the following factors may affect their ability to fulfil their
obligations under the Bonds and, as the case may be, the Subordinated Guarantee. All of these factors are
contingencies which may or may not occur and the Issuer and the Guarantor are not in a position to
express a view on the likelihood of any such contingency occurring. The risk factors may relate to the
Issuer or the Guarantor or any of their subsidiaries or affiliates.
Factors which the Issuer and the Guarantor believe may be material for the purpose of assessing the
market risks associated with the Bonds are also described below.
The Issuer and the Guarantor believe that the factors described below represent the principal risks
inherent in investing in the Bonds, but the inability of the Issuer or the Guarantor to pay interest, principal
or other amounts on or in connection with the Bonds and, as the case may be, the Subordinated Guarantee
may occur for other reasons. Prospective investors should also read the detailed information set out
elsewhere in this Prospectus (including any documents incorporated by reference herein) and reach their
own views prior to making any investment decision.
References in this Risk Factors section to the "Unibail-Rodamco Group" are to the group consisting of the
Issuer, the Guarantor and Unibail-Rodamco's consolidated subsidiaries. "New Group" refers to Unibail-
Rodamco and Newco and the group of companies owned and/or controlled by Unibail-Rodamco and
Newco after completion of the Acquisition (as defined below).
Risk Factors relating to the Issuer and the Guarantor
For risks relating to Unibail-Rodamco and the Unibail-Rodamco Group, please see pages 348-360 of the
Unibail-Rodamco 2017 Registration Document which are incorporated by reference herein. The following
risk factors are mentioned:
·
Real estate sector
· Property market
· Consumer behaviour
· Obsolescence of assets
·
External environment
· Tax
· Access to funds, interest rate, counterparty and capital markets
· Euro break-up
· Country default
· Political instability
·
Operation risks inherent to the business activities
· Mergers & acquisitions
· Development & construction
· Leasing
· Health & safety

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