Filed Pursuant to Rule 433
Registration Statement No. 333-273447
August 7, 2024
PRICING TERM SHEET – NOTES DUE 2027
Unilever Capital Corporation
$750,000,000 4.250% Senior Notes due 2027
jointly, severally, fully and unconditionally guaranteed by
Unilever PLC
Unilever United States, Inc.
| Issuer: | Unilever Capital Corporation |
| Guarantors: | Unilever PLC Unilever United States,Inc. |
| Security Type: | SEC-Registered Senior Notes |
| Anticipated Rating*: | A1/A+ (Moody’s/S&P) |
| Principal Amount: | $750,000,000 |
| Maturity Date: | August 12, 2027 |
| Coupon: | 4.250% |
| Public Offering Price: | 99.733% |
| Yield to Maturity: | 4.346% |
| Spread to Benchmark Treasury: | T+50 bps |
| Benchmark Treasury: | UST 4.375% due July 15, 2027 |
| Benchmark Treasury Yield: | 3.846% |
| Benchmark Treasury Price: | 101-14+ |
| Net Proceeds: | $746,347,500 |
| Minimum Denominations: | $100,000 and any integral multiple of $1,000 above that amount |
| CUSIP/ISIN: | 904764BU0 / US904764BU02 |
| Trade Date: | August 7, 2024 |
| Interest Payment Dates: | Semi-annually on February 12 and August 12, commencing February 12, 2025 |
| Make-Whole: | T+10bps |
| Par Call: | At any time on or after July 12, 2027 (1 month prior to their maturity date) |
| Settlement Date: | August 12, 2024 (T+3)** |
| Clearing System: | The Depository Trust Company (“DTC”) (including via Euroclear and Clearstream as participants in DTC) |
| Joint Book-Running Managers: | BNP Paribas Securities Corp. BofA Securities, Inc. HSBC Securities (USA) Inc. Morgan Stanley & Co. LLC |
| Co-Managers: | Blaylock Van, LLC R. Seelaus & Co., LLC Samuel A. Ramirez & Company, Inc. |
*A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time.
**It is expected that delivery of the Notes will be made against payment therefor on the Settlement Date, the third business day following the Trade Date (such settlement being referred to as “T+3”). Under Rule 15c6-l under the Exchange Act, trades in the United States secondary market generally are required to settle in one business day (“T+1”), unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade Notes on the Trade Date will be required, by virtue of the fact that the Notes will initially settle in T+3, to specify an alternate settlement cycle at the time of any such trade to prevent a failed settlement. Settlement procedures in other countries may vary and purchasers of Notes may be affected by such local settlement practices. Purchasers of Notes who wish to trade the Notes on the Trade Date should consult their own adviser.
No PRIIPs or UK PRIIPs key information document (“KID”) has been prepared as the Notes are not available to retail investors in the EEA or the UK.
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) BNP Paribas Securities Corp. at +1 (800) 854-5674, (2) BofA Securities, Inc. at +1 800-294-1322, (3) HSBC Securities (USA) Inc. at +1 866-811-8049 or (4) Morgan Stanley & Co. LLC at +1 (866) 718-1649.
Filed
Pursuant to Rule 433
Registration Statement No. 333-273447
August 7, 2024
PRICING TERM SHEET – NOTES DUE 2034
Unilever Capital Corporation
$1,000,000,000 4.625% Senior Notes due 2034
jointly, severally, fully and unconditionally guaranteed by
Unilever PLC
Unilever United States, Inc.
| Issuer: | Unilever Capital Corporation |
| Guarantors: | Unilever PLC Unilever United States, Inc. |
Security Type:
Anticipated Rating*: |
SEC-Registered Senior Notes
A1/A+ (Moody’s/S&P) |
| Principal Amount: | $1,000,000,000 |
| Maturity Date: | August 12, 2034 |
| Coupon: | 4.625% |
| Public Offering Price: | 99.022% |
| Yield to Maturity: | 4.749% |
| Spread to Benchmark Treasury: | T+80 bps |
| Benchmark Treasury: | UST 4.375% due May 15, 2034 |
| Benchmark Treasury Yield: | 3.949% |
| Benchmark Treasury Price: | 103-13+ |
| Net Proceeds: | $986,020,000 |
| Minimum Denominations: | $100,000 and any integral multiple of $1,000 above that amount |
| CUSIP/ISIN: | 904764BV8 / US904764BV84 |
| Trade Date: | August 7, 2024 |
| Interest Payment Dates: | Semi-annually on February 12 and August 12, commencing February 12, 2025 |
| Make-Whole: | T+15 bps |
| Par Call: | At any time on or after May 12, 2034 (3 months prior to their maturity date) |
| Settlement Date: | August 12, 2024 (T+3)** |
| Clearing System: | The Depository Trust Company (“DTC”) (including via Euroclear and Clearstream as participants in DTC) |
| Joint Book-Running Managers: | BNP Paribas Securities Corp. BofA Securities, Inc. HSBC Securities (USA) Inc. Morgan Stanley & Co. LLC |
| Co-Managers: | Blaylock Van, LLC R. Seelaus & Co., LLC Samuel A. Ramirez & Company, Inc. |
*A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time.
**It is expected that delivery of the Notes will be made against payment therefor on the Settlement Date, the third business day following the Trade Date (such settlement being referred to as “T+3”). Under Rule 15c6-l under the Exchange Act, trades in the United States secondary market generally are required to settle in one business day (“T+1”), unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade Notes on the Trade Date will be required, by virtue of the fact that the Notes will initially settle in T+3, to specify an alternate settlement cycle at the time of any such trade to prevent a failed settlement. Settlement procedures in other countries may vary and purchasers of Notes may be affected by such local settlement practices. Purchasers of Notes who wish to trade the Notes on the Trade Date should consult their own adviser.
No PRIIPs or UK PRIIPs key information document (“KID”) has been prepared as the Notes are not available to retail investors in the EEA or the UK.
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) BNP Paribas Securities Corp. at +1 (800) 854-5674, (2) BofA Securities, Inc. at +1 800-294-1322, (3) HSBC Securities (USA) Inc. at +1 866-811-8049 or (4) Morgan Stanley & Co. LLC at +1 (866) 718-1649.