TLG Finance S.À R.L. TLG IMMOBILIEN AG
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”).
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