Unilever completes unification, implements note amendments

By Taylor Fox

New York, Nov. 30 – Unilever NV and Unilever plc announced that their demerger became effective on Nov. 26 and that their notes became obligations of newly incorporated Unilever Finance Netherlands BV.

Unilever NV and Unilever plc had begun a consent solicitation on June 26, seeking noteholder approval of some proposed amendments to their notes. The purpose of the consent solicitations was to give noteholders clarity on the proposed debt issuance structure following unification of the companies and to align the terms of the notes with those of future debt issuances by the Unilever group.

Execution of the proposed amendments was conditioned on, among other things, effectiveness of the demerger. The implementation conditions in respect of each series of notes have now been satisfied, and the proposed amendments with respect to each series have been completed, according to a Thursday announcement.

As previously reported, holders of the following notes were asked to participate:

• €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).

As of a July 22 announcement, a quorum was met and extraordinary resolutions were passed for all series except for the 0.375% notes due February 2023, 0.5% notes due August 2023, 0.5% notes due April 2024, 0.875% notes due July 2025, 1.125% notes due February 2027 and 0.5% bonds due January 2025.

Noteholders representing more than 99% of all consent instructions received, covering both quorate series and inquorate series, had voted in favor of the proposed amendments.

Each noteholder who delivered a consent instruction in favor of the relevant extraordinary resolution by 11 a.m. ET on July 10 was eligible to receive a 0.05% consent payment. Payment of the early participation fee was conditioned on the relevant consent solicitation not having been terminated and the passing of the relevant extraordinary resolution.

In conjunction with unification, the group sought 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 unification was not conditioned on the success of the consent solicitations.

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

Unilever Capital Corp. will remain the issuer of notes currently outstanding from the Unilever group’s SEC-registered shelf, as previously noted.

The solicitation agents were 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 was 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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