Unilever launches consent solicitation in connection with unification

By Sarah Lizee

Olympia, Wash., June 26 – Unilever NV and Unilever plc launched a consent solicitation for several series of notes to amend some terms and conditions in connection with the proposed unification of the dual-parent structure of the Unilever group under a single parent company, Unilever plc.

The following notes are included in the consent bid:

• €500 million 0% notes due July 2021 (ISIN: XS1654191623);

• €750 million 0.5% notes due February 2022 (ISIN: XS1178970106);

• €600 million 0.375% notes due February 2023 (ISIN: XS1566100977);

• €500 million 1% notes due June 2023 (ISIN: XS1241577490);

• €500 million 0.5% notes due August 2023 (ISIN: XS1769090728);

• €500 million 0.5% notes due April 2024 (ISIN: XS1403014936);

• €1 billion 1.25% notes due March 2025 (ISIN: XS2147133495);

• €650 million 0.875% notes due July 2025 (ISIN: XS1654192191);

• €700 million 1.125% notes due February 2027 (ISIN: XS1769090991);

• €600 million 1% notes due February 2027 (ISIN: XS1566101603);

• €700 million 1.125% notes due April 2028 (ISIN: XS1403015156);

• €750 million 1.375% notes due July 2029 (ISIN: XS1654192274);

• €1 billion 1.75% notes due March 2030 (ISIN: XS2147133578);

• €800 million 1.625% notes due February 2033 (ISIN: XS1769091296);

• £350 million 1.125% notes due February 2022 (ISIN: XS1560644830);

• £250 million 1.375% notes due September 2024 (ISIN: XS1684780031);

• £500 million 1.5% notes due July 2026 (ISIN: XS2008921277);

• £250 million 1.875% notes due September 2029 (ISIN: XS1684780205);

• €650 million 1.5% notes due June 2039 (ISIN: XS2008925344);

• €650 million 0.5% bonds due January 2025 (ISIN: XS1873208950); and

• €650 million 1.375% bonds due September 2030 (ISIN: XS1873209172).

Each noteholder from whom a valid consent instruction in favor of the relevant extraordinary resolution is received by the tabulation agent by 11 a.m. ET on July 10 will be eligible to receive payment of an amount equal to 0.05% of the principal amount of the notes that are the subject of such consent instruction.

Noteholders may continue to submit consent instructions after the early instruction deadline and up to the expiration deadline or attend the bondholder meetings, but they will not be eligible to receive the early participation fee.

Unilever said that on June 11 it announced plans to unify its group legal structure under a single parent company, creating a simpler company.

The unification will be implemented through a cross-border merger.

In conjunction with unification, the group is seeking approval from noteholders for the following:

• The substitution of a new subsidiary in place of Unilever NV as issuer of its notes, with the existing guarantees remaining in force;

• The release of Unilever NV’s obligations as guarantor of the notes issued by Unilever plc, with the existing guarantee remaining in force;

• Other consequential amendments to the relevant conditions in order to facilitate the substitution or release, as applicable; and

• The waiver of any default that has arisen or would otherwise arise in respect of the relevant notes as a result of or in connection with any or all of the demerger, the unification, the cross-border merger, the issuer substitution or the guarantor release, as applicable.

The issuers said the purpose of the consent solicitations is to provide noteholders with clarity on the proposed debt issuance structure following unification and to align the terms of the notes with those of future debt issuances by the Unilever group.

Unilever said the unification is credit neutral from a ratings perspective and is not prejudicial to noteholders.

The unification is not conditional upon the success of the consent solicitations.

Prior to the implementation of unification, a new subsidiary of Unilever NV will be incorporated under a Dutch statutory demerger, which will become effective shortly before the cross-border merger becomes effective.

All of the outstanding shares in the capital of the new subsidiary will, following unification, be directly or indirectly owned by Unilever plc. As part of the demerger, the notes issued by Unilever NV will become obligations of the new subsidiary.

Unilever Capital Corp. will remain the issuer of notes currently outstanding from the Unilever group's SEC-registered shelf.

Payment of the early participation fee will be conditional on the relevant consent solicitation not having been terminated and the passing of the relevant extraordinary resolution.

The implementation of the proposed amendments will be conditional on the relevant consent solicitation not having been terminated, the passing of the relevant extraordinary resolution, the passing of the relevant shareholder resolutions and the occurrence of the demerger effective date.

There is no inter-conditionality between the extraordinary resolutions in respect of any series.

A notice convening the meetings to be held via videoconference on July 22 has been given to noteholders.

The initial Meeting for holders of the July 2021 notes will begin at 4:30 a.m. ET with subsequent meetings being held at five-minute intervals after.

The final deadline to submit valid consent instructions is 4:30 a.m. ET on July 20.

The solicitation agents are Deutsche Bank AG, London Branch (+44 20 7545 8011), HSBC Bank plc (+44 20 7992 6237, LM_EMEA@hsbc.com) and UBS AG London Branch (+44 20 7158 1121, ol-liabilitymanagement-eu@ubs.com).

The tabulation agent is Lucid Issuer Services Ltd. (+44 20 7704 0880, unilever@lucid-is.com).

Unilever is a consumer products company based in Rotterdam, the Netherlands.

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