Westfield Group Announces Final Results of Cash Tender Offer for Notes

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the aggregate principal amount of the 7.50% Notes due 2014 currently outstanding, were validly tendered and not validly withdrawn, according to information received by Global Bondholder Services Corporation, the Information Agent and Depositary for the Offer.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



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