SYDNEY, Oct. 4, 2012 /PRNewswire/ -- The Westfield
Group (ASX: WDC) announced today the preliminary results of the
previously announced cash tender offer (the "Offer") by WT Finance
(Aust) Pty Limited (ABN 16 108 806 711), WEA Finance LLC and
Westfield Capital Corporation Pty Limited (ABN 70 008 589 384)
(each an "Offeror" and together, the "Offerors") to purchase the
Notes listed below in an aggregate principal amount of up to
US$300,000,000, which may be
increased in the sole discretion of the Offerors. Acceptance will
be based on the acceptance priority level for each series of Notes
as set forth in the table below. The terms and conditions of the
Offer are set forth in an Offer to Purchase dated September 24, 2012 (the "Offer to Purchase") and
the related Letter of Transmittal.
The Offer with respect to the outstanding 5.125% Guaranteed
Senior Notes due 2014 (the "5.125% Notes due 2014") is being made
jointly and severally by the issuers thereof, WT Finance (Aust) Pty
Limited, WEA Finance LLC and Westfield Capital Corporation Pty
Limited, and the Offer with respect to the outstanding 7.50%
Guaranteed Senior Notes due 2014 (the "7.50% Notes due 2014" and,
together with the 5.125% Notes due 2014, the "Notes") is being made
jointly and severally by the issuers thereof, WT Finance (Aust) Pty
Limited and WEA Finance LLC.
The table below indicates the principal amount of each series of
Notes validly tendered and not validly withdrawn as of 5:00 P.M., New York
City time, on October 4, 2012
(the "Early Tender Date"):
Issuer
|
Title
of Security
|
CUSIP
/
ISIN
|
Principal
Amount
Outstanding
|
Acceptance
Priority
Level
|
Principal Amount
Tendered as of the Early
Tender
Date
|
|
|
|
|
|
|
WT Finance
(Aust) Pty Limited,
WEA
Finance LLC and Westfield
Capital
Corporation Pty Limited
|
5.125%
Guaranteed
Senior
Notes
due
2014
|
96008Y AB1
USQ97012 AB67
|
US$1,400,000,000
|
1
|
US$133,654,000
|
|
|
|
|
|
|
WT Finance
(Aust) Pty Limited
and
WEA Finance LLC
|
7.50%
Guaranteed
Senior
Notes
due
2014
|
92933DAA8
USQ95706AA71
|
US$700,000,000
|
2
|
US$153,288,000
|
As of the Early Tender Date, US$133,654,000 aggregate principal amount of the
5.125% Notes due 2014, representing approximately 9.55% of the
aggregate principal amount of the 5.125% Notes due 2014 currently
outstanding, and US$153,288,000
aggregate principal amount of the 7.50% Notes due 2014,
representing approximately 21.90% of the aggregate principal amount
of the 7.50% Notes due 2014 currently outstanding, have been
validly tendered and not validly withdrawn, according to
information received by Global Bondholder Services Corporation, the
Information Agent and Depositary for the Offer. The Offer will
expire at 12:00 midnight, New York
City time, on October 22,
2012, unless extended or earlier terminated (such date and
time, as the same may be extended with respect to either or both
Series of Notes, the "Expiration Date").
Holders of Notes who validly tendered and did not validly
withdraw their Notes at or before the Early Tender Date and whose
Notes are accepted for purchase will receive the Full Tender Offer
Consideration (as described below). Holders who validly
tender their Notes after the Early Tender Date but at or before the
Expiration Date will be eligible to receive the "Tender Offer
Consideration," which is equal to the Full Tender Offer
Consideration minus the early tender payment of US$20 per US$1,000
principal amount of Notes accepted for purchase (the "Early Tender
Payment").
Previously tendered Notes may not be validly withdrawn after the
"Withdrawal Date," which expired at 5:00
P.M., New York City time,
on October 4, 2012, and any Notes
tendered after the Withdrawal Date may not be validly withdrawn,
unless in either case the Offerors are required by applicable law
to permit the withdrawal or the Offerors elect to allow such
withdrawal.
The "Full Tender Offer Consideration" per US$1,000 principal amount of each series of Notes
validly tendered and accepted for purchase pursuant to the Offer
will be determined in the manner described in the Offer to Purchase
by reference to the applicable fixed spread over the yield based on
the bid side price of the applicable U.S. Treasury Reference
Security, as calculated by Citigroup Global Markets Inc. and J.P.
Morgan Securities LLC at 2:00 P.M.,
New York City time on October 5, 2012. The Early Tender Payment
is included in the calculation of the Full Tender Offer
Consideration and is not in addition to the Full Tender Offer
Consideration. Tendering holders will also receive accrued
and unpaid interest on their Notes up to, but excluding, the date
of payment of the consideration for Notes accepted for
purchase. Subject to the terms and conditions of the Offer,
the date of payment will follow promptly after the Expiration
Date.
The Offer is not conditioned upon any minimum amount of Notes
being tendered, but is subject to the satisfaction of certain
conditions as set forth in the Offer to Purchase. The Offerors
reserve the right, in their sole discretion, to waive any and all
conditions to the Offer. The aggregate principal amount of
each series of Notes that is purchased in the Offer will be based
on the acceptance priority level for such series as set forth in
the table above and subject to proration and other terms set forth
in the Offer to Purchase.
The Offerors' obligations to accept any Notes tendered and to
pay the applicable consideration for them are set forth solely in
the Offer to Purchase and the related Letter of Transmittal.
This press release is neither an offer to purchase nor a
solicitation of an offer to sell any Notes. The Offer is made
only by, and pursuant to the terms of, the Offer to Purchase, and
the information in this press release is qualified by reference to
the Offer to Purchase and the related Letter of Transmittal.
Subject to applicable law, the Offerors may amend, extend, waive
conditions to or terminate the Offer.
Citigroup Global Markets Inc. and J.P. Morgan Securities LLC are
the Dealer Managers for the Offer. Persons with questions regarding
the Offer should contact the Dealer Managers, Citigroup Global
Markets Inc. at (800) 558-3745 (US toll free) and (212) 723-6106
(collect) and J.P. Morgan Securities LLC at (866) 834-4666 (US
toll-free) and (212) 834-2494 (collect). Requests for copies
of the Offer to Purchase, the related Letter of Transmittal and
other related materials should be directed to Global Bondholder
Services Corporation, the Information Agent and Depositary for the
Offer, at (212) 430-3774 (for banks and brokers only) or (866)
873-6300 (for all others and toll-free), or to the Dealer
Managers, Citigroup Global Markets Inc. at (800) 558-3745 (US
toll-free) and (212) 723-6106 (collect) and J.P. Morgan Securities
LLC at (866) 834-4666 (US toll-free) and (212) 834-2494
(collect).
This press release includes forward-looking statements,
including statements regarding the conduct and outcome of the
Offer. Some of these statements can be identified by terms and
phrases such as "anticipate," "should," "likely," "foresee,"
"believe," "estimate," "expect," "intend," "continue," "could,"
"may," "plan," "project," "predict," "will," and similar
expressions. Such statements reflect the current views and
assumptions of the Westfield Group and/or the Offerers with respect
to future events and are subject to risks and uncertainties which
may cause actual results to differ materially from those expressed
in the statements contained in this press release. Factors
that could cause or contribute to such differences include those
matters disclosed in the Offer to Purchase. The Offerors do
not undertake any obligation to update any forward-looking
statements.
For further information contact:
Peter Allen
Group Chief Financial Officer
+61 2 9358 7402
About The Westfield Group
The Westfield Group is an internally managed, vertically
integrated, shopping centre group undertaking ownership,
development, design, construction, funds/asset management, property
management, leasing and marketing activities and employing over
4,000 staff worldwide. The Westfield Group has interests in and
operates one of the world's largest shopping centre portfolios with
investment interests in 109 shopping centers across Australia, the
United States, the United
Kingdom, New Zealand and
Brazil, encompassing around 23,700
retail outlets and total assets under management of A$61.7bn.
Westfield Holdings Limited ABN 66 001 671 496
Westfield Management Limited ABN 41 001 670 579 AFS
Licence 230329 as responsible entity of Westfield Trust ABN
55 191 750 378 ARSN 090 849 746
Westfield America Management Limited ABN 66 072 780 619
AFS Licence 230324 as responsible entity of Westfield America
Trust ABN 27 374 714 905 ARSN 092 058 449
SOURCE The Westfield Group