In This Article:
Paris, March 26, 2025
Press release
URW announces the launch of a tender offer on some of its outstanding hybrid notes and a new issue of Euro-denominated hybrid notes
Description of the transaction
UNIBAIL-RODAMCO-WESTFIELD SE (“URW” or the “Group”) announces today its intention to issue new Euro denominated Deeply Subordinated Perpetual Fixed Rate Resettable Perp-NC 5.5 hybrid notes (the “New Notes”), guaranteed by URW NV, and a concurrent tender offer (the “Tender Offer”) on its:
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€995,000,000 7.250% Hybrid Perp-NC 2028 notes (ISIN: FR001400IU83) (“NC2028 Notes”); and
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€750,000,000 2.875% Hybrid Perp-NC 2026 notes (ISIN: FR0013330537) (“NC2026 Notes” and together with the NC2028 Notes, the “Existing Notes”)
URW intends to purchase its NC2028 Notes up to the sum of the New Notes' aggregate principal amount plus €184 Mn. Additionally, the Group will determine at its full discretion the maximum acceptance amount for its NC2026 Notes, as a second priority.
If at least 75% of the aggregate principal amount of the NC2028 Notes (€995 Mn) are validly tendered, URW intends to accept all such notes for purchase and exercise its ‘minimal outstanding amount call option’ on the remaining NC2028 Notes not tendered. In this case, URW may not accept any of the NC2026 Notes validly tendered.
Depending on the amount of NC2028 Notes validly tendered, the Group may decide, at its sole discretion, to exercise its ‘minimal outstanding amount call option’ on its €1,250 Mn Hybrid Perp-NC 2025 notes (ISIN: FR0013330529 - “NC2025 Notes”) (of which €99.8 Mn are outstanding), before accepting any NC2026 Notes validly tendered.
The pricing of the New Notes is expected to be announced later today, and the Tender Offer is expected to expire at 4:00 pm, Paris time, on April 2, 2025.
The Group intends to prioritise, at its sole discretion, allocating the New Notes to holders of the NC2028 Notes who indicate their firm intention to participate in the Tender Offer and wish to subscribe to the New Notes.
The Tender Offer is subject to the successful completion of the issue of the New Notes, at the Group’s discretion.
Transaction rationale and ratings
In launching this transaction, the Group aims to proactively manage its hybrid portfolio by refinancing the NC2028 Notes, improve the blended coupon of its hybrids and extend its average period to the first reset date.
The New Notes are expected to receive a rating of BBB- by S&P and Ba1 by Moody’s, in line with the Existing Notes, and together with the residual Existing Notes not tendered or accepted for tender (subject to the Group’s decision to exercise its ‘minimal outstanding amount call option’ on the NC2028 Notes), are expected to receive 50% equity content from S&P and Moody’s.