TLG Finance S.À R.L. TLG IMMOBILIEN AG
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Not for distribution in the United States of America TLG Finance S.à r.l. (a limited liability company (société à responsabilité limitée) under the laws of the Grand Duchy of Luxembourg) €600,000,000 Undated Subordinated Notes subject to Interest Rate Reset with a First Call Date in 2024 ISIN XS2055106210, Common Code 205510621 and German Securities Code (WKN) A2R77Q Issue Price: 98.835% guaranteed on a subordinated basis by TLG IMMOBILIEN AG (a stock corporation (Aktiengesellschaft) under the laws of the Federal Republic of Germany) TLG Finance S.à r.l., incorporated under the laws of the Grand Duchy of Luxembourg (“Luxembourg”) as a limited liability company (société à responsabilité limitée), (the “Issuer”) will issue, on September 23, 2019 (the “Issue Date”), €600,000,000 in the aggregate principal amount of undated subordinated notes (the “Notes”) subject to an interest rate reset at 5-year intervals commencing on December 23, 2024 (the “First Reset Date”, and a “Reset Date” being the First Reset Date and thereafter each fifth anniversary of the immediately preceding such Reset Date, as specified in the Terms and Conditions, and a “Reset Period” being a period from and including the First Reset Date to but excluding the next following Reset Date and thereafter from and including each Reset Date to but excluding the next following Reset Date). The Notes, which are governed by the laws of the Federal Republic of Germany (“Germany”), will be issued in a denomination of €100,000 each (the “Principal Amount”). The Notes are unconditionally and irrevocably guaranteed by TLG IMMOBILIEN AG, incorporated under the laws of Germany as a stock corporation (Aktiengesellschaft) (the “Guarantor” and, together with all its consolidated subsidiaries, “TLG” or the “Group”) pursuant to a subordinated guarantee (the “Subordinated Guarantee”). The Notes shall bear interest on their principal amount, scheduled to be paid annually in arrear on December 23 of each year (each an “Interest Payment Date”, and the period from and including the Issue Date (also the “Interest Commencement Date”) to but excluding the next Interest Payment Date and thereafter each period from and including any Interest Payment Date to but excluding the immediately following Interest Payment Date, an “Interest Period”), (i) from and including the Interest Commencement Date to but excluding the First Reset Date at a rate of 3.375% per annum; (ii) from and including the First Reset Date to but excluding December 23, 2029 (the “Step-up Date”) at the relevant 5-year fixed-for-floating EURIBOR swap rate (as specified in more detail in the terms and conditions of the Notes (the “Terms and Conditions”) and subject to the replacement by a successor benchmark rate or an alternative benchmark rate upon occurrence of certain benchmark-related events, the C-1 “Reference Rate”) plus a margin of 398 basis points per annum; (iii) from and including the Step-Up Date to but excluding December 23, 2044 (the "Additional Step-Up Date") at the Reference Rate for the relevant Reset Period plus a margin of 423 basis points per annum (equal to the initial margin plus a step-up margin of 25 basis points per annum); and (iv) from and including the Additional Step-Up Date at the Reference Rate for the relevant Reset Period plus a margin of 498 basis points per annum (equal to the initial margin plus a step-up margin of 100 basis points per annum). Upon the occurrence of a “Change of Control Event” (as defined in § 7(5) of the Terms and Conditions), the interest rate payable on the Notes may be increased by an additional 500 basis points per annum above the otherwise applicable interest rate if the Issuer does not redeem the Notes in whole. The Issuer is entitled to defer payments of interest on any Interest Payment Date under certain circumstances (as set out in § 6(1) of the Terms and Conditions) (such Interest not due and payable as a consequence of a deferral the “Arrears of Interest”). The Issuer may pay such Arrears of Interest (in whole or in part) at any time upon due notice (as set out in § 6(2) of the Terms and Conditions) and it must pay such Arrears of Interest (in whole, but not in part) under certain other circumstances (as set out in § 6(3) of the Terms and Conditions). Such Arrears of Interest will not bear interest themselves. The Notes have no final maturity date and shall not be redeemed except in accordance with the Terms and Conditions. The Notes are redeemable in whole but not in part at the option of the Issuer at an amount per Note equal to the Principal Amount plus accrued and unpaid interest to but excluding the date of redemption and any outstanding Arrears of Interest with effect on (i) any date during the period from and including September 23, 2024 (the "First Call Date") to and including the First Reset Date or (ii) each Interest Payment Date after the First Reset Date. The Issuer may also redeem the Notes in whole but not in part at an amount per Note equal to 101% of the Principal Amount prior to the First Call Date and 100% of the Principal Amount on or after the First Call Date, in each case plus accrued and unpaid interest to but excluding the date of redemption and any outstanding Arrears of Interest at any time following (i) a “Rating Event”, (ii) an “Accounting Event” or (iii) a “Tax Deductibility Event” (each as defined in § 7(4) of the Terms and Conditions). Further, the Issuer may redeem the Notes in whole but not in part at an amount per Note equal to the Principal Amount plus accrued and unpaid interest to but excluding the date of redemption and any outstanding Arrears of Interest at any time following the occurrence of a “Gross-up Event” (as defined in § 7(4)(d) of the Terms and Conditions) or if at least 75% of the originally issued aggregate principal amount of the Notes have been redeemed or purchased and cancelled. Upon the occurrence of a Change of Control Event, the Issuer may redeem the Notes, in whole but not in part at an amount per Note equal to 101% of the Principal Amount plus accrued and unpaid interest to but excluding the date of redemption and any Arrears of Interest in accordance with the Terms and Conditions. On issue, the Notes are expected to be rated Ba1 by Moody’s Investors Service Limited (“Moody’s”) and BB+ by S&P Global Ratings Europe Limited (“S&P“). A rating is not a recommendation to buy, sell or hold securities and may be subject to suspension, change or withdrawal at any time by the assigning rating agency. At the date of this prospectus (the “Prospectus”), each of Moody’s and S&P is established in the European Union, registered under Regulation (EC) no. 1060/2009 of the European Parliament and of the Council of September 16, 2009 on credit rating agencies, as amended (the “CRA Regulation”) and included in the list of registered credit rating agencies published by the European Securities and Markets Authority on its website (www.esma.europa.eu) in accordance with the CRA Regulation. C-2 The Notes have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and are being offered and sold in transactions outside the United States of America (“United States”) to non-U.S. persons (as defined in Regulation S under the Securities Act (“Regulation S”)) in reliance on Regulation S. The Notes will initially be represented by one temporary global bearer note (the "Temporary Global Note") without coupons. The Temporary Global Note will be exchangeable for a permanent global bearer note (the "Permanent Global Note" and, together with the Temporary Global Note, the "Global Notes") without coupons not earlier than 40 and not later than 180 days after the date of issue of the Notes upon certification as to non-U.S. beneficial ownership in the Notes. The Global Notes will be deposited with a common depositary for Clearstream Banking S.A. (“Clearstream”) and Euroclear Bank SA/NV (“Euroclear” and, together with Clearstream, the "Clearing System"). Prospective investors should be aware that an investment in the Notes involves risks and that if certain risks, in particular those described under “Risk Factors”, occur, investors may lose all or a substantial part of their investment. Application has been made to the Luxembourg Stock Exchange (Bourse de Luxembourg) for the Notes to be listed on the official list of the Luxembourg Stock Exchange (Bourse de Luxembourg) and to be admitted to trading on the regulated market of the Luxembourg Stock Exchange (Bourse de Luxembourg) (the “Listing”). The regulated market of the Luxembourg Stock Exchange (Bourse de Luxembourg) is a regulated market for the purposes of Directive 2014/65/EU of the European Parliament and of the Council of May 15, 2014 on markets in financial instruments and amending Directive 2002/92/EC and Directive 2011/61/EU , as amended. Only for purposes of the Listing, this Prospectus constitutes a prospectus within the meaning of Regulation (EU) 2017/1129 of the European Parliament and of the Council of June 14, 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Directive 2003/71/EC, as amended (the “Prospectus Regulation”) (i.e., a prospectus for the admission to trading on a regulated market according to Article 3 para. 3 of the Prospectus Regulation) and has been prepared in accordance with Article 6 para.