SYDNEY, Oct. 23, 2012
/PRNewswire/ -- The Westfield Group (ASX: WDC) announced today
the final 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) (together, the "Offerors") to purchase the
Notes listed below in an aggregate principal amount of up to
US$300,000,000. The amounts of each
series of Notes accepted for purchase in the Offer were determined
in accordance with the applicable acceptance priority level 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") was 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") was made
jointly and severally by the issuers thereof, WT Finance (Aust) Pty
Limited and WEA Finance LLC. With respect to each series of Notes,
the Offerors therefor are referred to in this press release as the
"Relevant Offerors."
The Offer expired at 12:00 midnight, New York City time, on October 22, 2012 (the "Expiration Date"). As of
the Expiration 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, were validly tendered and not validly
withdrawn, according to information received by Global Bondholder
Services Corporation, the Information Agent and Depositary for the
Offer.
Issuers
|
Title
of Security
|
CUSIP
/
ISIN
|
Acceptance Priority Level
|
Principal
Amount
Outstanding Prior to
Settlement Date
|
Principal Amount
Accepted for
Purchase
|
Principal Amount to
Remain
Outstanding
After
Settlement Date
|
WT Finance
(Aust) Pty Limited,
WEA
Finance LLC and
Westfield
Capital Corporation
Pty
Limited
|
5.125%
Guaranteed
Senior Notes
due
2014
|
96008Y
AB1
|
1
|
US$1,400,000,000
|
US$133,654,000
|
US$1,266,346,000
|
USQ970
12
AB67
|
|
|
|
|
|
|
|
WT Finance
(Aust) Pty Limited
and WEA
Finance LLC
|
7.50%
Guaranteed
Senior
Notes
due
2014
|
92933D
AA8
|
2
|
US$700,000,000
|
US$153,288,000
|
US$546,712,000
|
USQ957
06AA71
|
The Relevant Offerors have accepted for purchase all
US$133,654,000 of the 5.125% Notes
due 2014 and all US$153,288,000 of
the 7.50% Notes due 2014 validly tendered and not validly withdrawn
pursuant to the Offer. The Relevant Offerors will deliver the
applicable consideration (as described below) to the Depositary
Trust Company on the expected settlement date of October 23, 2012 (the "Settlement Date") for
prompt payment for all Notes accepted for purchase.
Holders of Notes who validly tendered and did not validly
withdraw their Notes at or before 5:00
P.M., New York City time,
on October 4, 2012 (the "Early Tender
Date") and whose Notes are accepted for purchase will receive the
Full Tender Offer Consideration (as described below), which
includes the early tender payment of US$20 per US$1,000
principal amount of Notes accepted for purchase (the "Early Tender
Payment").
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
was calculated by Citigroup Global Markets Inc. and J.P. Morgan
Securities LLC, the Dealer Managers for the Offer, at 2:00 P.M., New York
City time on October 5, 2012,
in the manner described in the Offer to Purchase by reference to
the applicable fixed spread over the applicable reference yield,
each as specified in the table below. 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
Settlement Date.
Issuer
|
Title
of Security
|
CUSIP
/
ISIN
|
Acceptance
Priority
Level
|
U.S.
Treasury
Reference
Security
|
Reference Yield
|
Fixed
Spread (Basis Points)
|
Full
Tender
Offer
Consideration(1)
|
Accrued
and
Unpaid
Interest(2)
|
WT Finance
(Aust)
Pty
Limited, WEA
Finance
LLC and
Westfield
Capital
Corporation Pty
Limited
|
5.125%
Guaranteed
Senior
Notes due
2014
|
96008Y
AB1
|
1
|
0.250%
due
August
31,
2014
|
0.258%
|
95
bps
|
US$1,079.49
|
US$22.49
|
USQ9701
2
AB67
|
|
|
|
|
|
|
|
|
|
WT Finance
(Aust)
Pty
Limited and WEA
Finance
LLC
|
7.50%
Guaranteed
Senior
Notes
due
2014
|
92933DA
A8
|
2
|
0.250% due
August 31, 2014
|
0.258%
|
90
bps
|
US$1,100.75
|
US$29.38
|
USQ9570
6AA71
|
|
|
(1)
|
The Full
Tender Offer Consideration per US$1,000 principal amount of Notes
accepted for purchase includes the Early Tender
Payment of
US$20 per US$1,000 principal amount of Notes accepted for
purchase.
|
(2)
|
Per
US$1,000 principal amount of Notes accepted for
purchase.
|
This press release is neither an offer to purchase nor a
solicitation of an offer to sell any Notes. The Offer was
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.
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 (U.S. toll free) and (212) 723-6106
(collect) and J.P. Morgan Securities LLC at (866) 834-4666 (U.S.
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 (U.S.
toll-free) and (212) 723-6106 (collect) and J.P. Morgan Securities
LLC at (866) 834-4666 (U.S. 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 Offerors 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.
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