Filed Pursuant to Rule 433
Registration Statement No. 333-219500
September 5, 2018
PRICING TERM SHEET — NOTES DUE 2022
Unilever Capital Corporation
$500,000,000 3.000% Senior Notes due 2022
jointly, severally, fully and unconditionally guaranteed by
Unilever N.V.
Unilever PLC
Unilever United States, Inc.
Issuer: |
| Unilever Capital Corporation |
|
|
|
Guarantors: |
| Unilever N.V. |
|
| Unilever PLC |
|
| Unilever United States, Inc. |
|
|
|
Security Type: |
| SEC-Registered Senior Notes |
|
|
|
Anticipated Rating*: |
| A1/A+ (Moody’s/S&P) |
|
|
|
Principal Amount: |
| $500,000,000 |
|
|
|
Maturity: |
| March 7, 2022 |
|
|
|
Coupon: |
| 3.000% |
|
|
|
Public Offering Price: |
| 99.516% |
|
|
|
Yield to Maturity: |
| 3.147% |
|
|
|
Spread to Benchmark Treasury: |
| T+42 bps |
|
|
|
Benchmark Treasury: |
| UST 2.750% due August 15, 2021 |
|
|
|
Benchmark Treasury Yield: |
| 2.727% |
|
|
|
Benchmark Treasury Price: |
| 100-02 |
|
|
|
Net Proceeds: |
| $496,480,000 |
Minimum Denominations: |
| $100,000 and any integral multiple of $1,000 above that amount |
|
|
|
CUSIP/ISIN: |
| 904764 BF3/ US904764BF35 |
|
|
|
Trade Date: |
| September 4, 2018 |
|
|
|
Interest Payment Dates: |
| Semi-annually on March 7 and September 7, commencing March 7, 2019 |
|
|
|
Make-Whole: |
| T+10 bps |
|
|
|
Settlement: |
| September 7, 2018 (T+3) |
|
|
|
Clearing System: |
| The Depository Trust Company (“DTC”) (including via Euroclear and Clearstream as participants in DTC) |
|
|
|
Joint Bookrunners: |
| Goldman Sachs & Co. LLC |
|
| J.P. Morgan Securities LLC |
|
| Merrill Lynch, Pierce, Fenner & Smith Incorporated |
|
| UBS Securities LLC |
*A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time.
No PRIIPs key information document (“KID”) has been prepared as the Notes are not available to retail investors in the EEA.
The issuer and the guarantors have filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer and the guarantors have filed with the SEC for more complete information about the issuer, the guarantors and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the issuer or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling (1) Goldman Sachs & Co. LLC at 1-866-471-2526, (2) J.P. Morgan Securities LLC at 1-212-834-4533, (3) Merrill Lynch, Pierce, Fenner & Smith Incorporated at 1-800-294-1322, or (4) UBS Securities LLC at 1-888-827-7275.
PRICING TERM SHEET — NOTES DUE 2024
Unilever Capital Corporation
$500,000,000 3.250% Senior Notes due 2024
jointly, severally, fully and unconditionally guaranteed by
Unilever N.V.
Unilever PLC
Unilever United States, Inc.
Issuer: |
| Unilever Capital Corporation |
|
|
|
Guarantors: |
| Unilever N.V. |
|
| Unilever PLC |
|
| Unilever United States, Inc. |
|
|
|
Security Type: |
| SEC-Registered Senior Notes |
|
|
|
Anticipated Rating*: |
| A1/A+ (Moody’s/S&P) |
|
|
|
Principal Amount: |
| $500,000,000 |
|
|
|
Maturity: |
| March 7, 2024 |
|
|
|
Coupon: |
| 3.250% |
|
|
|
Public Offering Price: |
| 99.278% |
|
|
|
Yield to Maturity: |
| 3.395% |
|
|
|
Spread to Benchmark Treasury: |
| T+62 bps |
|
|
|
Benchmark Treasury: |
| UST 2.750% due August 31, 2023 |
|
|
|
Benchmark Treasury Yield: |
| 2.775% |
|
|
|
Benchmark Treasury Price: |
| 99-281/4 |
|
|
|
Net Proceeds: |
| $494,790,000 |
|
|
|
Minimum Denominations: |
| $100,000 and any integral multiple of $1,000 above that amount |
|
|
|
CUSIP/ISIN: |
| 904764 BG1/ US904764BG18 |
|
|
|
Trade Date: |
| September 4, 2018 |
Interest Payment Dates: |
| Semi-annually on March 7 and September 7, commencing March 7, 2019 |
|
|
|
Make-Whole: |
| T+10 bps |
|
|
|
Par Call: |
| At any time on or after February 7, 2024 (one month prior to their maturity date) |
|
|
|
Settlement: |
| September 7, 2018 (T+3) |
|
|
|
Clearing System: |
| The Depository Trust Company (“DTC”) (including via Euroclear and Clearstream as participants in DTC) |
|
|
|
Joint Bookrunners: |
| Goldman Sachs & Co. LLC |
|
| J.P. Morgan Securities LLC |
|
| Merrill Lynch, Pierce, Fenner & Smith Incorporated |
|
| UBS Securities LLC |
*A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time.
No PRIIPs KID has been prepared as the Notes are not available to retail investors in the EEA.
The issuer and the guarantors have filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer and the guarantors have filed with the SEC for more complete information about the issuer, the guarantors and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the issuer or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling (1) Goldman Sachs & Co. LLC at 1-866-471-2526, (2) J.P. Morgan Securities LLC at 1-212-834-4533, (3) Merrill Lynch, Pierce, Fenner & Smith Incorporated at 1-800-294-1322, or (4) UBS Securities LLC at 1-888-827-7275.
PRICING TERM SHEET — NOTES DUE 2028
Unilever Capital Corporation
$500,000,000 3.500% Senior Notes due 2028
jointly, severally, fully and unconditionally guaranteed by
Unilever N.V.
Unilever PLC
Unilever United States, Inc.
Issuer: |
| Unilever Capital Corporation |
|
|
|
Guarantors: |
| Unilever N.V. |
|
| Unilever PLC |
|
| Unilever United States, Inc. |
|
|
|
Security Type: |
| SEC-Registered Senior Notes |
|
|
|
Anticipated Rating*: |
| A1/A+ (Moody’s/S&P) |
|
|
|
Original Principal Amount: |
| $800,000,000 |
|
|
|
Reopening Amount: |
| $500,000,000 |
|
|
|
Principal Amount after Reopening: |
| $1,300,000,000 |
|
|
|
Fungibility: |
| Yes |
|
|
|
Maturity: |
| March 22, 2028 |
|
|
|
Coupon: |
| 3.500% |
|
|
|
Public Offering Price: |
| 99.022%, plus accrued interest from March 22, 2018 in the amount of $8,020,833 |
|
|
|
Yield to Maturity: |
| 3.622% |
|
|
|
Spread to Benchmark Treasury: |
| T+72 bps |
|
|
|
Benchmark Treasury: |
| UST 2.875% due August 15, 2028 |
|
|
|
Benchmark Treasury Yield: |
| 2.902% |
|
|
|
Benchmark Treasury Price: |
| 99-24+ |
Net Proceeds: |
| $493,010,000 |
|
|
|
Minimum Denominations: |
| $100,000 and any integral multiple of $1,000 above that amount |
|
|
|
CUSIP/ISIN: |
| 904764 BC0/ US904764BC04 |
|
|
|
Original Trade Date: |
| March 19, 2018 |
|
|
|
Reopening Trade Date: |
| September 4, 2018 |
|
|
|
Interest Payment Dates: |
| Semi-annually on March 22 and September 22, commencing September 22, 2018 |
|
|
|
Make-Whole: |
| T+15 bps |
|
|
|
Par Call: |
| At any time on or after December 22, 2027 (three months prior to their maturity date) |
|
|
|
Settlement: |
| September 7, 2018 (T+3) |
|
|
|
Clearing System: |
| The Depository Trust Company (“DTC”) (including via Euroclear and Clearstream as participants in DTC) |
|
|
|
Joint Bookrunners: |
| Goldman Sachs & Co. LLC |
|
| J.P. Morgan Securities LLC |
|
| Merrill Lynch, Pierce, Fenner & Smith Incorporated |
|
| UBS Securities LLC |
The 2028 Notes constitute a further issuance of, and are consolidated and form a single series with, the outstanding 3.500% senior notes due 2028 that Unilever Capital Corporation issued on March 22, 2018. The 2028 Notes will be fungible with the outstanding notes immediately upon issuance. Upon settlement of this offering, the aggregate principal amount of 3.500% notes due 2028 outstanding will be $1,300,000,000.
*A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time.
No PRIIPs KID has been prepared as the Notes are not available to retail investors in the EEA.
The issuer and the guarantors have filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer and the guarantors have filed with the SEC for more complete information about the issuer, the guarantors and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the issuer or any dealer participating in the offering will arrange to
send you the prospectus if you request it by calling (1) Goldman Sachs & Co. LLC at 1-866-471-2526, (2) J.P. Morgan Securities LLC at 1-212-834-4533, (3) Merrill Lynch, Pierce, Fenner & Smith Incorporated at 1-800-294-1322, or (4) UBS Securities LLC at 1-888-827-7275.