Westpac Announces Tender Offers For Any and All of Four Series of Notes: 3.18% Guaranteed Senior Notes due July 16, 2014

2.900% Guaranteed Senior Notes due September 10, 2014

Guaranteed Floating Rate Senior Notes due July 16, 2014

Guaranteed Floating Rate Senior Notes due September 10, 2014

SYDNEY, May 29, 2013 /PRNewswire/ -- Westpac Banking Corporation announced today that it commenced cash tender offers for any and all of its 3.18% Guaranteed Senior Notes due July 16, 2014 outstanding in an aggregate principal amount of US$300 million, 2.900% Guaranteed Senior Notes due September 10, 2014 outstanding in an aggregate principal amount of US$1.75 billion, Guaranteed Floating Rate Senior Notes due July 16, 2014 outstanding in an aggregate principal amount of US$1.2 billion and Guaranteed Floating Rate Senior Notes due September 10, 2014 outstanding in an aggregate principal amount of US$1.75 billion (each, a "Series", and collectively, the "Notes").  Each of the tender offers is being made pursuant to the offers to purchase and related letter of transmittal, each dated today, which set forth a more complete description of the terms and conditions of the tender offers, including the formula for calculation of the cash purchase price for each Series of Notes that has a fixed rate of interest (collectively, the "Fixed Rate Notes") set out below.  Holders of the Notes are urged to read the offers to purchase and the related letter of transmittal carefully before making any decisions with respect to the tender offers.

Each tender offer will expire at 5:00 p.m., New York City time, on June 11, 2013 unless extended (the "Expiration Time") or earlier terminated.  To be eligible to receive the applicable Purchase Price (as defined below), holders of the Notes must validly tender and not validly withdraw their Notes at or prior to the applicable Expiration Time.  Tendered Notes may be withdrawn at any time at or prior to, but not after, the applicable Expiration Time.

The following table summarizes the material pricing terms of the tender offers:

Title of Security

CUSIP
Numbers

ISIN
Numbers

Principal
Amount
Outstanding (USD)

U.S. Treasury
Reference Security

Bloomberg
Reference Page

Fixed Spread
(Basis Points)

Purchase Price(1)(2)









Fixed Rate Notes
















3.18% Guaranteed Senior Notes due July 16, 2014

9612ENAE7

US9612ENAE77

$300,000,000

0.625% U.S. Treasury Note due July 15, 2014

PX4

+0

$1,032.77









2.900% Guaranteed Senior Notes due September 10, 2014

9612EMAH2
9612ENAH0

US9612EMAH26
US9612ENAH09

$1,750,000,000

0.25% U.S. Treasury Note due August 31, 2014

PX4

+0

$1,033.58









Floating Rate Notes
















Guaranteed Floating Rate Senior Notes due July 16, 2014

9612EMAF6
9612ENAF4

US9612EMAF69
US9612ENAF43

$1,200,000,000

N/A

N/A

N/A

$1,007.48









Guaranteed Floating Rate Senior Notes due September 10, 2014

9612EMAJ8
9612ENAJ6

US9612EMAJ81
US9612ENAJ64

$1,750,000,000

N/A

N/A

N/A

$1,005.93









(1)

Per $1,000 principal amount of Notes validly tendered and accepted by Westpac.  Excludes Accrued Interest (as defined below).

(2)

In the case of Fixed Rate Notes, this represents the hypothetical Purchase Price, calculated as provided in the offers to purchase, based on the yield to maturity of the applicable U.S. Treasury Reference Security as of 8:00 a.m. on May 29, 2013.  The actual Purchase Price will be based on the yield to maturity of the applicable U.S. Treasury Reference Security as of 11:00 a.m. on June 11, 2013 or, if the applicable Expiration Time is extended, on the business day to which such Expiration Time is extended.

The purchase price (the "applicable Purchase Price") per US$1,000 principal amount of (i) 3.18% Guaranteed Senior Notes due July 16, 2014 validly tendered in the tender offer for such Series at or prior to the Expiration Time of such tender offer and accepted for purchase will be determined as described in the offers to purchase in a manner intended to result in a yield to maturity equal to the sum of a fixed spread of 0 basis points plus the yield to maturity of the 0.625% U.S. Treasury Note due July 15, 2014, calculated as of 11:00 a.m., New York City time, on June 11, 2013, the date on which such tender offer expires, or, if the Expiration Time for such tender offer is extended, on the business day to which the Expiration Time for such tender offer is extended, (ii) 2.900% Guaranteed Senior Notes due September 10, 2014 validly tendered in the tender offer for such Series at or prior to the Expiration Time of such tender offer and accepted for purchase will be determined as described in the offers to purchase in a manner intended to result in a yield to maturity equal to the sum of a fixed spread of 0 basis points plus the yield to maturity of the 0.25% U.S. Treasury Note due August 31, 2014, calculated as of 11:00 a.m., New York City time, on June 11, 2013, the date on which such tender offer expires, or, if the Expiration Time for such tender offer is extended, on the business day to which the Expiration Time for such tender offer is extended, (iii) Guaranteed Floating Rate Senior Notes due July 16, 2014 will be 100.748% of the principal amount (US$1,007.48 per US$1,000 principal amount) validly tendered in the tender offer for such Series at or prior to the Expiration Time of such tender offer and accepted for purchase and (iv) Guaranteed Floating Rate Senior Notes due September 10, 2014 will be 100.593% of the principal amount (US$1,005.93 per US$1,000 principal amount) validly tendered in the tender offer for such Series at or prior to the Expiration Time of such tender offer and accepted for purchase.  In addition, holders of each Series of Notes that are validly tendered and accepted for purchase will receive accrued and unpaid interest on such Series of Notes to, but not including, the applicable settlement date (the "Accrued Interest").  Westpac expects the applicable settlement date to occur on the second business day following the expiration of the applicable tender offer.

Each of the tender offers is subject to the satisfaction or waiver of certain conditions set forth in the offers to purchase.

BofA Merrill Lynch is serving as global dealer manager and Westpac Banking Corporation is serving as co-dealer manager outside the United States, and Global Bondholder Services Corporation is serving as the depositary and information agent for the tender offers.

Neither the offers to purchase nor the related letter of transmittal has been lodged with the Australian Securities and Investments Commission and the tender offers are only available to persons in Australia to whom an offer or invitation can be made without disclosure under Parts 6D.2 or 7.9 of the Corporations Act 2001 of Australia.

Requests for documents may be directed to Global Bondholder Services Corporation toll-free at (866) 389-1500 or in writing at 65 Broadway – Suite 404, New York, New York 10006, Attention: Corporate Actions.  Questions regarding the tender offers in the United States may be directed to BofA Merrill Lynch at (888) 292-0070 (toll-free) or (980) 683-3215 (collect) and by investors outside the United States to BofA Merrill Lynch at the numbers above or to Westpac Banking Corporation at + 61 2 8253 4574.

Westpac Banking Corporation ABN 33 007 457 141

SOURCE Westpac Banking Corporation



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