Obligation WEA Financial 3.5% ( US92928QAF54 ) en USD

Société émettrice WEA Financial
Prix sur le marché refresh price now   92.275 %  ▼ 
Pays  Etas-Unis
Code ISIN  US92928QAF54 ( en USD )
Coupon 3.5% par an ( paiement semestriel )
Echéance 14/06/2029



Prospectus brochure de l'obligation WEA Finance US92928QAF54 en USD 3.5%, échéance 14/06/2029


Montant Minimal 2 000 USD
Montant de l'émission 750 000 000 USD
Cusip 92928QAF5
Notation Standard & Poor's ( S&P ) BBB+ ( Qualité moyenne inférieure )
Notation Moody's Baa2 ( Qualité moyenne inférieure )
Prochain Coupon 15/12/2026 ( Dans 147 jours )
Description détaillée WEA Finance est une société de gestion d'actifs spécialisée dans les investissements alternatifs, notamment le private equity et l'immobilier, avec une forte présence en Europe et en Asie.

L'Obligation émise par WEA Financial ( Etas-Unis ) , en USD, avec le code ISIN US92928QAF54, paye un coupon de 3.5% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 14/06/2029

L'Obligation émise par WEA Financial ( Etas-Unis ) , en USD, avec le code ISIN US92928QAF54, a été notée Baa2 ( Qualité moyenne inférieure ) par l'agence de notation Moody's.

L'Obligation émise par WEA Financial ( Etas-Unis ) , en USD, avec le code ISIN US92928QAF54, a été notée BBB+ ( Qualité moyenne inférieure ) par l'agence de notation Standard & Poor's ( S&P ).







OFFERING MEMORANDUM
CONFIDENTIAL
WEA Finance LLC
US$750,000,000 3.500% Guaranteed Senior Notes due 2029
Fully and unconditionally guaranteed by Unibail-Rodamco-Westfield SE (682 024 096 RCS (Trade and Companies Register)
Paris), WFD Unibail-Rodamco N.V. (Dutch Commercial Register number: 70898618), Westfield Corporation Limited (ABN
12 166 995 197), Westfield America Management Limited (ABN 66 072 780 619) in its capacity as trustee of WFD Trust
(ABN 50 598 857 938) and in its capacity as trustee of Westfield America Trust (ABN 27 374 714 905), and by URW America
Inc., Westfield UK & Europe Finance plc (Reg. No. 08094102) and WCL Finance Pty Limited (ABN 79 168 109 135).
WEA Finance LLC (the "Issuer") is offering US$750,000,000 aggregate principal amount of 3.500% Guaranteed Senior Notes
due 2029 (the "Notes"). Interest on the Notes will be payable semi-annually in arrears on June 15 and December 15 of each year,
beginning December 15, 2019. The Issuer may redeem the Notes in whole or in part prior to maturity at the prices determined as
described under "Description of the Notes and Guarantees -- Special Situations -- Optional Redemption of the Notes." The Issuer
may redeem the Notes in whole but not in part at 100% of their principal amount, plus accrued and unpaid interest and any additional
amounts due on the date fixed for redemption, if certain events occur that would cause the Issuer or any guarantor to become obligated
to pay additional amounts as described under "Description of the Notes and Guarantees -- Special Situations -- Optional Tax
Redemption."
The Notes will be unsecured and unsubordinated obligations of the Issuer and will rank equally with all of the Issuer's existing
and future unsecured and unsubordinated debt, other than indebtedness mandatorily preferred by law. The Notes will be fully and
unconditionally guaranteed on a joint and several basis by Unibail-Rodamco-Westfield SE, WFD Unibail-Rodamco N.V., Westfield
Corporation Limited and Westfield America Management Limited, in its separate capacities as trustee of each of WFD Trust and
Westfield America Trust (each, a "parent guarantor" and, collectively, the "parent guarantors"), and by Westfield UK & Europe
Finance plc and WCL Finance Pty Limited, each a subsidiary of Westfield Corporation Limited, and URW America Inc., a subsidiary
of WFD Unibail-Rodamco N.V. (each, a "subsidiary guarantor" and, collectively, the "subsidiary guarantors" and, collectively with
the parent guarantors, the "guarantors"). Each guarantor's guarantee of the Notes will be a joint and several obligation of such
guarantor with the guarantees of the Notes by any future guarantors. The guarantees will be unsecured and unsubordinated obligations
of the guarantors and will rank equally with all existing and future unsecured and unsubordinated debt of each guarantor, other than
indebtedness mandatorily preferred by law.
The Issuer does not intend to apply for listing of the Notes on any securities exchange or for inclusion of the Notes on any
automated quotation system.
Investing in the Notes involves risks. See "Risk Factors" beginning on page 33.
The Notes and the guarantees have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), or
any state securities laws. Accordingly, the Notes and the guarantees are being offered and sold only to qualified institutional buyers
in the United States in accordance with Rule 144A under the Securities Act ("Rule 144A") and outside the United States in
accordance with Regulation S under the Securities Act ("Regulation S"). Prospective investors that are qualified institutional buyers
are hereby notified that the seller of the Notes and the guarantees may be relying on the exemption from the provisions of Section 5
of the Securities Act provided by Rule 144A. For a description of certain restrictions on transfers of the Notes and the guarantees,
see "Notice to Investors."
The Issuer expects the Notes to be ready for delivery in book-entry form through the facilities of The Depository Trust
Company ("DTC") and its participants, including Clearstream Banking S.A. ("Clearstream"), and Euroclear Bank SA/NV, as
operator of the Euroclear System ("Euroclear"), on or about June 10, 2019.
Price for the Notes: 99.331%
plus accrued interest, if any from June 10, 2019.
Joint Book-Running Managers
BofA Merrill Lynch
Citigroup
J.P. Morgan
Mizuho Securities
RBC Capital Markets
SOCIETE GENERALE
Barclays
BBVA
BNP PARIBAS
Credit Agricole CIB
Deutsche Bank Securities
HSBC
SMBC Nikko
TD Securities
June 5, 2019




You should rely only on the information contained in this offering memorandum and in any pricing term
sheet that we and the initial purchasers, as defined under "Plan of Distribution," provide you. We have not, and
the initial purchasers have not, authorized anyone to provide you with different information. We are not, and the
initial purchasers are not, making an offer of these securities in any jurisdiction where the offer is not permitted.
You should not assume that the information contained in this offering memorandum or any pricing term sheet is
accurate as of any date other than the date on the front of this offering memorandum or pricing term sheet, as
applicable.
TABLE OF CONTENTS
Page
FORWARD-LOOKING STATEMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
v
AVAILABLE INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
vi
ENFORCEMENT OF CIVIL LIABILITIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
vi
URW TRANSACTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
vii
CERTAIN DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
vii
FINANCIAL INFORMATION PRESENTATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
xi
ACCOUNTING FOR THE URW TRANSACTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
xiii
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION . . . .
xiii
NON-IFRS FINANCIAL MEASURES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
xiv
INDUSTRY AND MARKET DATA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
xvi
CURRENCY OF PRESENTATION AND EXCHANGE RATES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
xvi
INFORMATION PRESENTED . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . xvii
TRADEMARKS, SERVICE MARKS AND TRADE NAMES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . xvii
SUMMARY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1
RISK FACTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
33
USE OF PROCEEDS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
58
THE ISSUER . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
59
CAPITALIZATION OF THE URW GROUP . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
60
SELECTED CONSOLIDATED IFRS FINANCIAL DATA OF THE URW GROUP AND THE UR
GROUP . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
61
SELECTED PROPORTIONATE FINANCIAL DATA OF THE URW GROUP AND THE UR
GROUP . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
65
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION . . . .
68
SELECTED CONSOLIDATED FINANCIAL DATA OF WESTFIELD CORPORATION . . . . . . . . .
76
OPERATING AND FINANCIAL REVIEW OF THE URW GROUP AND THE UR GROUP . . . . . .
79
BUSINESS DESCRIPTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
154
MANAGEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
180
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS . . . . . . . . . . . . . . . . . . . . .
195
DESCRIPTION OF THE NOTES AND GUARANTEES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
196
TAX MATTERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
226
i


Page
PLAN OF DISTRIBUTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 233
NOTICE TO INVESTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 239
LEGAL MATTERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 242
INDEPENDENT AUDITORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 242
INDEX TO FINANCIAL STATEMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
F-1
This offering memorandum has been prepared by us solely for use in connection with the proposed offering
of the Notes described in this offering memorandum. This offering memorandum is personal to each offeree and
does not constitute an offer to any other person or to the public generally to subscribe for or otherwise acquire the
Notes. Distribution of this offering memorandum to any person other than the prospective investor and any
person retained to advise such prospective investor with respect to its purchase is unauthorized, and any
disclosure of any of its contents, without our prior written consent, is prohibited. Each prospective investor, by
accepting delivery of this offering memorandum, agrees to the foregoing and to make no copies of this offering
memorandum or any documents referred to in this offering memorandum.
Neither the initial purchasers nor the Trustee (as defined herein) make any representation or warranty,
express or implied, as to the accuracy or completeness of the information contained in this offering
memorandum. Nothing contained in this offering memorandum is, or shall be relied upon as, a promise or
representation by the initial purchasers or the Trustee as to the past or future. We have furnished the information
contained in this offering memorandum. Neither the initial purchasers nor the Trustee assume any responsibility
for the accuracy or completeness of any such information.
Neither the Securities and Exchange Commission ("SEC"), any state securities commission nor any other
regulatory authority has approved or disapproved the Notes or the guarantees, nor have any of the foregoing
authorities passed judgment upon or endorsed the merits of this offering or the accuracy or adequacy of this
offering memorandum.
The Notes are subject to restrictions on transferability and resale and may not be transferred or resold except
as permitted under the Securities Act and applicable state securities laws pursuant to registration or exemption
therefrom. As a prospective investor, you should be aware that you may be required to bear the financial risks of
this investment for an indefinite period of time. Please refer to "Plan of Distribution" and "Notice to Investors."
In making an investment decision, prospective investors must rely on their own examination of the Issuer
and the guarantors and the terms of the offering, including the merits and risks involved. Prospective investors
should not construe anything in this offering memorandum as investment, legal, business or tax advice. Each
prospective investor should consult its own advisors as needed to make its investment decision and to determine
whether it is legally permitted to purchase the Notes under applicable legal investment or similar laws or
regulations.
In this offering memorandum, we rely on and refer to information and statistics regarding our industry. We
obtained this market data from independent industry publications or other publicly available information.
Although we believe that these sources are reliable, we were not involved in the preparation of such information
and have not independently verified and cannot guarantee the accuracy and completeness of such information.
However, we are not aware, as far as we are able to ascertain from such information, that any facts have been
omitted that would render the information reproduced herein inaccurate or misleading.
This offering memorandum contains summaries believed to be accurate with respect to certain documents,
but reference is made to the actual documents for complete information. All such summaries are qualified in their
ii


entirety by such reference. Copies of documents referred to herein will be made available to prospective
investors upon request to us or the initial purchasers.
Notice to Prospective Investors in the European Economic Area
This offering memorandum is not a prospectus for the purposes of the Prospectus Directive (as defined
below). This offering memorandum has been prepared on the basis that any offer of Notes in any Member State
of the European Economic Area (the "EEA") which has implemented the Prospectus Directive (each, a "Relevant
Member State") will only be made to a legal entity which is a qualified investor under the Prospectus Directive
("Qualified Investors"). Accordingly any person making or intending to make an offer in that Relevant Member
State of Notes which are the subject of the offering contemplated in this offering memorandum may only do so
with respect to Qualified Investors. Neither the Issuer nor the initial purchasers have authorized, nor do they
authorize, the making of any offer of Notes other than to Qualified Investors. The expression "Prospectus
Directive" means Directive 2003/71/EC (as amended or superseded), and includes any relevant implementing
measure in the Relevant Member State.
Prohibition of sales to EEA 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 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, as amended ("MiFID II"); (ii) a customer within the meaning of
Directive (EU) 2016/97, as amended or superseded (the "Insurance Distribution Directive), where that customer
would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a
qualified investor as defined in the Prospectus Directive. 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 has been prepared and therefore offering or
selling the Notes or otherwise making them available to any retail investor in the EEA may be unlawful under the
PRIIPs Regulation.
Notice to Prospective Investors in the United Kingdom
The communication of this offering memorandum and any other document or materials relating to the issue
of the Notes offered hereby is not being made, and such documents and/or materials have not been approved, by
an authorized person for the purposes of section 21 of the United Kingdom's Financial Services and Markets
Act 2000, as amended (the "FSMA"). Accordingly, such documents and/or materials are not being distributed to,
and must not be passed on to, the general public in the United Kingdom. The communication of such documents
and/or materials as a financial promotion is only being made to those persons in the United Kingdom who have
professional experience in matters relating to investments and who fall within the definition of investment
professionals (as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion)
Order 2005, as amended (the "Financial Promotion Order")), or who fall within Article 49(2)(a) to (d) of the
Financial Promotion Order, or who are any other persons to whom it may otherwise lawfully be made under the
Financial Promotion Order (all such persons together being referred to as "relevant persons"). In the United
Kingdom, the Notes offered hereby are only available to, and any investment or investment activity to which this
offering memorandum relates will be engaged only with, relevant persons. Any person in the United Kingdom
that is not a relevant person should not act or rely on this offering memorandum or any of its contents.
Notice to Prospective Investors in Australia
This offering memorandum is not, and is not intended to be a disclosure document within the meaning of
section 9 of the Corporations Act 2001 (Cth) (the "Australian Corporations Act") or a Product Disclosure
Statement for the purposes of Chapter 7 of the Australian Corporations Act. No action has been taken by us that
would permit a public offering of the Notes in Australia. In particular, this offering memorandum has not been
lodged or registered with the Australian Securities and Investments Commission ("ASIC") or ASX Limited (as
operator of the Australian Securities Exchange (the "ASX")).
iii


Notes may not be offered for sale, issue or purchase nor may applications for the sale, issue or purchase of
any Notes be invited in Australia (including an offer or invitation that is received by a person in Australia) and
neither this offering memorandum, any supplement hereto, nor any advertisement or other offering material
relating to the Notes may be distributed or published in Australia unless (i) (A) the aggregate amount payable on
acceptance of the offer or invited by each offeree or invitee for the Notes is a minimum amount (disregarding
amounts, if any, lent by the person offering the Notes or its associates (as defined in the Australian Corporations
Act)) of A$500,000 (or its equivalent in another currency), or (B) the offer or invitation is otherwise an offer or
invitation for which no disclosure is required to be made under Part 6D.2 or Chapter 7 of the Australian
Corporations Act, (ii) the offer or invitation does not constitute an offer to a "retail client" for the purposes of
Section 761G of the Australian Corporations Act, (iii) the offer, invitation or distribution complies with all
applicable laws and regulations relating to the offer, sale and resale of the Notes in the jurisdiction in which such
offer, sale and resale occurs, and (iv) such action does not require any document to be lodged with ASIC.
Australian Exchange Controls
The Charter of the United Nations Act 1945 (Cth) prohibits: (a) certain transactions involving assets which
are deemed, consistent with a decision of the United Nations Security Council, to be freezable assets; and
(b) making an asset available to proscribed persons or entities. The Autonomous Sanctions Act 2011 (Cth)
enables the Commonwealth of Australia to make regulations, in the absence of a resolution of the United Nations
Security Council, imposing sanctions on certain proscribed persons or entities, or preventing the use of or dealing
with assets. Unless, as required, the Department of Foreign Affairs and Trade ("DFAT") has given its specific
prior approval under the regulations under the Autonomous Sanctions Act 2011 (Cth), or the Minister for Foreign
Affairs has granted a permit authorizing a transaction that would otherwise contravene a regulation made under
the Charter of the United Nations Act 1945 (Cth) (both the "Applicable Regulations"), certain payments and
transactions involving or connected in certain ways with any proscribed government, person or entity are, subject
to limited exceptions, restricted or prohibited. The Australian Department of Foreign Affairs and Trade maintains
a consolidated list of persons and entities having a proscribed connection subject to these restrictions which is
available to the public at the following website: http://www.dfat.gov.au/icat/UNSC_financial_sanctions.html.
This website is referenced for informational purposes only and the information contained therein is not
incorporated by reference into this offering memorandum.
The Applicable Regulations may require DFAT authorization or impose reporting obligations on parties
intending to buy, borrow, sell, lend or exchange, or otherwise deal with, "foreign securities" if they are an
Australian resident (or a person acting on behalf of an Australian resident).
The Financial Transaction Reports Act 1988 (Cth) imposes reporting obligations on "cash dealers" that are a
party to significant physical transfers of currency from one person to another. This Act also requires cash dealers
to report transactions that are "suspect transactions" to an agency of the Australian government known as
"AUSTRAC." Under this Act, a person who transfers or receives A$10,000 or more (or the foreign currency
equivalent) in physical currency from outside Australia, must, subject to certain exemptions, report details of
such transfers or receipts to AUSTRAC.
iv


FORWARD-LOOKING STATEMENTS
This offering memorandum includes forward-looking statements within the meaning of Section 27A of the
Securities Act, Section 21E of the Securities Exchange Act of 1934 (the "Exchange Act") and the Private
Securities Litigation Reform Act of 1995. Some of these statements can be identified by terms and phrases such
as "anticipate," "should," "likely," "foresee," "believe," "estimate," "expect," "intend," "continue," "could,"
"may," "plan," "project," "predict," "will," and similar expressions and include references to assumptions that
we believe are reasonable and relate to our business strategies, expansion and growth of operations, investments,
developments, projects, future events, trends or objectives and expectations. Such statements reflect our current
views and assumptions with respect to future events and are subject to risks and uncertainties.
Many factors could cause our actual results, performance or achievements to be materially different from
any future results, performance or achievements that may be expressed or implied by such forward-looking
statements. Factors that could cause our actual results to differ materially from those expressed or implied in such
forward-looking statements, include, but are not limited to:
·
risks and uncertainties attendant related to doing business in numerous countries that may be exposed
to, or may have recently experienced, economic or governmental instability;
·
the performance of our real estate portfolio;
·
fluctuations in the value and rental income of our properties, including the impact of credit market
constraints on property values;
·
risks relating to the achievement of expected synergies from the URW Transaction (as defined below)
and the contribution from the former Westfield portfolio;
·
the integration of the activities of the UR Group (as defined below) and Westfield Corporation (as
defined below);
·
the unaudited pro forma condensed consolidated financial information included in this offering
memorandum not being indicative of the results of operations that we would have achieved had the
URW Transaction been consummated on the date indicated, or of our future consolidated results of
operations;
·
our reliance on anchor, other large retail and specialty tenants;
·
our ability to relet short-term spaces;
·
the fixed nature of significant costs in our real estate investments;
·
risks associated with our acquisition and development activities;
·
the illiquidity of our investments in property;
·
risks related to our financing policies and activities, including our ability to raise future funds in the
debt or equity markets for financing, refinancing and liquidity needs on favorable terms, or at all;
·
our ability to pay down debt, and reduce our leverage ratio (calculated as the ratio of net debt (total
borrowings less cash) to net assets (total assets less cash)), to appropriate levels following any
acquisition;
·
the financial health of our joint venture partners and their ability to raise future funds for any proposed
joint venture development or redevelopment activities;
·
fluctuations in interest rates and foreign exchange rates;
·
legal, regulatory, environmental and tax risks;
·
customers and market concentration;
v


·
general competitive and market factors on a global, regional and/or national basis;
·
changes in economic or technological trends;
·
changes in consumer shopping patterns and preferences, including the growth of e-commerce and other
consumer and retail trends;
·
the impact of a terrorist attack or other significant security incident could harm the demand for and
value of our properties;
·
potential environmental claims, costs, liabilities or other obligations;
·
our properties being uninsured or underinsured against various catastrophic losses;
·
conflicts of interest;
·
changes in our financial reporting and accounting policies or changes in applicable accounting
standards; and
·
other risks described under "Risk Factors."
These forward-looking statements speak only as of the date of this offering memorandum. We undertake no
obligation to publicly update or revise any forward-looking statements, whether as a result of new information,
future events or otherwise. The foregoing factors that could cause our actual results to differ materially from
those contemplated in any forward-looking statement included in this offering memorandum should not be
construed as exhaustive. You should also read, among other things, the risks and uncertainties described in "Risk
Factors" and in the documents that we refer to in "Available Information." We qualify all of our forward-looking
statements by these cautionary statements.
AVAILABLE INFORMATION
Neither the URW Group nor any of the stapled entities comprising the URW Group is subject to the
information and reporting requirements of the Exchange Act. While any Notes remain outstanding, we will
during any period in which we are not subject to Section 13 or 15(d) of the Exchange Act, or are not exempt from
reporting pursuant to Rule 12g3-2(b) under the Exchange Act, make available to any "qualified institutional
buyer" ("QIB"), who holds any Notes and any prospective purchaser of a Note who is a QIB designated by such
holder of such Note, upon the request of such holder or prospective purchaser, the information required to be
provided to such holder or prospective purchaser by Rule 144A(d)(4) under the Securities Act. We file
Registration Documents in the form of annual reports with the French Autorité des marchés financiers (the
"AMF").
ENFORCEMENT OF CIVIL LIABILITIES
The parent guarantors and certain of the subsidiary guarantors are entities organized under the laws of
countries other than the United States. Substantially all the directors and officers of these entities, and some of
the experts named in this document, reside outside the United States, principally in France, the Netherlands and
England and Wales. A substantial portion of the assets of these entities, and the assets of the directors, officers
and experts, including our independent auditors and Westfield's Corporation's former independent auditors, are
located outside the United States. Therefore, you may not be able to effect service of process within the United
States upon these entities or persons so that you may enforce judgments of United States courts against them in
the United States based on the civil liability provisions of the United States federal securities laws.
In addition, there are doubts as to the enforceability in France, The Netherlands and England and Wales, in
original actions or in actions for enforcement of judgments of United States courts, of civil liabilities based on
vi


United States federal securities laws. Also, judgments of United States courts (whether or not such judgments
relate to United States federal securities laws) will not be enforceable in France, The Netherlands or England and
Wales in certain other circumstances. Depending on the specific jurisdiction, these circumstances may include,
among others, where such judgments contravene local public policy, breach the rules of natural justice or general
principles of fairness or are obtained by fraud, are not for a fixed or readily ascertainable sum, are subject to
appeal, dismissal, stay of execution or otherwise not final and conclusive, or involve multiple or punitive
damages or where the proceedings in such courts were of a revenue or penal nature.
URW TRANSACTION
On June 7, 2018 (the "Implementation Date"), Unibail-Rodamco SE (now known as Unibail-Rodamco-
Westfield SE) announced it had completed its acquisition of Westfield Corporation, to create Unibail-Rodamco-
Westfield (the "URW Transaction").
Pursuant to the URW Transaction, on the Implementation Date, Unibail-Rodamco acquired Westfield
Corporation for shares and cash via Australian company and trust schemes of arrangement to form the new
group, the URW Group. Upon the completion of the URW Transaction, Unibail-Rodamco shareholders and
Westfield securityholders held stapled shares, each comprising one ordinary share of Unibail-Rodamco and one
class A share of WFD Unibail-Rodamco (the "Stapled Shares"). The Stapled Shares are listed on Euronext
Amsterdam N.V. ("Euronext Amsterdam") and Euronext Paris S.A. ("Euronext Paris") and cannot be traded
separately. The URW Group also established a secondary listing on the ASX to allow securityholders to trade the
Stapled Shares on the ASX in the form of CHESS Depositary Interests ("CDIs"). As a result of the URW
Transaction, Westfield Corporation, including the Issuer, became direct or indirect subsidiaries in the URW
Group. Although Unibail-Rodamco and WFD Unibail-Rodamco remain separate legal entities following the
URW Transaction, the URW Group publishes consolidated financial statements for the stapled group. See
"Accounting for the URW Transaction."
CERTAIN DEFINITIONS
In this offering memorandum, unless otherwise stated or the context otherwise requires, all references to:
·
"100% Expected Cost" refer to the sum of: (i) all capital expenditures from the start of the project to
the completion date and includes: land costs, construction costs, study costs, design costs, technical
fees, tenant fitting-out costs paid for by the URW Group, letting fees and related costs, eviction costs
and vacancy costs for renovations or redevelopments of standing assets; and (ii) tenants' lease
incentives and opening marketing expenses. It excludes (i) capitalized financial interests; (ii) overheads
costs; (iii) early or lost net rental income; and (iv) IFRS adjustments. 100% Expected Cost is expressed
in value at completion;
·
"4 Star label" refer to the "4 Star label" for a shopping centre is based on a 684-point quality referential
and audited by SGS, the world leader in service certification;
·
"AAS" refer to Australian Accounting Standards;
·
"AASB" refer to the Australian Accounting Standards Board;
·
"average cost of debt" refer to (a) recurring financial expenses (excluding those on financial leases and
those related to partners' current accounts) plus capitalized financial expenses (excluding non-recurring
financial expenses such as mark-to-market and termination costs of financial instruments including
bonds repurchased, currency impact) divided by (b) average net debt over the period;
·
"CITA" refer to the Dutch Corporate Income Tax Act 1969 (Wet op de vennootschapsbelasting 1969);
·
the "Code" refer to US Internal Revenue Code of 1986, as amended;
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·
"committed projects" refer to projects currently under construction, for which URW owns the land or
building rights and has obtained all necessary administrative authorizations and permits;
·
"controlled projects" refer to projects in an advanced stage of studies, for which URW controls the land
or building rights, but where not all administrative authorizations have been obtained yet;
·
"CRM" refer to customer relationship management;
·
"DCF" refer to the discounted cash flow method of appraising fair market value of standing assets;
·
"EPRA" refer to the European Public Real Estate Association;
·
"EPRA NAV" refer to net asset value adjusted to include properties and other investment interests at
fair value and to exclude certain items not expected to crystallize in a long-term investment property
business model;
·
"EPRA net initial yield" refer to annualized rental income based on the cash rents passing at the
statement of financial position date, less non-recoverable property operating expenses, divided by the
gross market value of the portfolio;
·
"EPRA topped-up yield" refer to EPRA net initial yield adjusted in respect of the expiration of rent free
periods (or other unexpired lease incentives such as discounted rent periods and step rents);
·
"EPRA vacancy rate" refer to ERV of vacant spaces divided by the estimated rental value of total space
(let plus vacant). Vacancy in the United States is calculated as the ERV of vacant units over the sum of
existing MGR + ERV of vacant units;
·
"ERV" refer to estimated rental value;
·
"Eurozone" or "Eurozone-19" refer to the monetary union of 19 of the 28 EU member states which
have adopted the euro as their common currency;
·
"FII" refer to a fiscal investment institution (fiscale beleggingsinstelling) within the meaning of the
CITA;
·
"Flagships" refer to (i) in the case of UR and URW, assets of at least 50,000 m² and/or with footfall in
excess of ten million per year, substantial growth potential for the URW Group based on their appeal to
both retailers and visitors, iconic architecture or design and a strong footprint in their area, and (ii) in
the case of WFD, generally assets with total annual sales in excess of US$450 million and specialty
annual sales in excess of US$500 per square foot and anchored by premium department stores;
·
"FSIF" refer to Fédération des sociétés immobilières et foncières;
·
"GLA" refer to gross lettable area;
·
"GMV" refer to gross market value;
·
"Going Concern Net Asset Value" or "Going Concern NAV" refer to the amount of equity needed to
replicate the URW Group's portfolio with its current financial structure;
·
"IASB" refer to the International Accounting Standards Board;
·
"IFRS" refer to (i) in the case of UR and URW, International Financial Reporting Standards as
applicable in the European Union, and (ii) in the case of WFD, International Financial Reporting
Standards issued by the IASB;
·
except with respect to the indenture that will govern the Notes, "Interest Coverage Ratio" or "ICR"
refer to (i) total recurring operating results and other income less general expenses, excluding
depreciation and amortization, divided by (ii) recurring net financial expenses (including capitalized
interest);
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