Clifford Chance
Clifford Chance advises Unibail-Rodamco in relation to its acquisition of Westfield and the creation of Unibail-Rodamco-Westfield
6 July 2018
Clifford Chance advises Unibail-Rodamco in relation to its acquisition of Westfield and the creation of Unibail-Rodamco-Westfield
Following the announcement on 12 December 2017 that Unibail-Rodamco SE ("Unibail-Rodamco") had agreed to acquire Westfield Corporation ("Westfield"), on 7 June 2018 it was announced that the acquisition had completed, creating Unibail-Rodamco-Westfield in a transaction valued at USD 24.7 billion (enterprise value).
The newly-formed Unibail-Rodamco-Westfield group constitutes the premier global developer and operator of flagship shopping destinations, with a portfolio valued at EUR 62 billion and an initial market capitalisation of EUR 26.8 billion. The stapled shares of the new group are listed on Euronext Paris and Euronext Amsterdam (Euronext ticker: URW) and are subject to a secondary listing in Australia in the form of depositary receipts (CDIs).
Clifford Chance advised Unibail-Rodamco in connection with the financing of the acquisition, as well as in relation to its existing financing arrangements.
As part of the financing of the acquisition, Clifford Chance advised Unibail-Rodamco in relation to the establishment of a bridge facility for a total amount of EUR 6.1 billion, which was agreed in January 2018 and arranged by Deutsche Bank and Goldman Sachs as bookrunners, with a view to financing the cash consideration for the Westfield acquisition, any refinancing costs of Westfield and Unibail-Rodamco as well as transaction costs.
The Clifford Chance team then assisted in relation to the refinancing of the bridge facility through the capital markets, in particular in the form of a dual-tranche EUR 2 billion hybrid bond issuance in April 2018 and a EUR 3 billion senior bond issuance in four tranches in May 2018. The proceeds from these issuances were used to fund the cash consideration for the Westfield acquisition, as well as transaction costs, and to cancel the bridge loan. This was the first hybrid bond issuance by Unibail-Rodamco, and also the first by a real estate company with REIT status in Europe.
In relation to Unibail-Rodamco's existing financing arrangements, Clifford Chance assisted with the group's bondholder meeting with holders of Unibail-Rodamco's ORNANEs, issued in 2014 and 2015 and maturing, respectively, in 2021 and 2022, in order to authorise the stapling of the shares of Unibail-Rodamco and Westfield, following which Unibail-Rodamco-Westfield's stapled shares were substituted for Unibail-Rodamco shares.
Finally, Clifford Chance assisted Unibail-Rodamco in June 2018 with the implementation of a new multi-currency senior revolving credit facility with a total value of USD 3 billion for use by Westfield, as well as the implementation of cross guarantees between the Westfield entities and the Unibail-Rodamco entities so that the senior corporate debt of all members of the new group would rank pari passu.
The Clifford Chance team was made up of Cédric Burford (Partner), Aline Cardin (Partner), Sophie Guilhem-Ducléon (Counsel), Auriane Bijon (Counsel), Alexander Tollast (Associate) and Lou Bernard (Associate).
