Westfield Group Announces Cash Tender Offer for Notes

SYDNEY, Sept. 24, 2012 /PRNewswire/ -- The Westfield Group (ASX: WDC) announced today that 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"), have commenced a cash tender offer (the "Offer") 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, 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 following table sets forth certain terms of the Offer:

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 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 must validly tender and not validly withdraw their Notes at or before 5:00 P.M., New York City time, on October 4, 2012, unless extended (such date and time, as the same may be extended with respect to either or both Series of Notes, the "Early Tender Date"), to be eligible to 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 only be eligible to receive the "Tender Offer Consideration," which is equal to the Full Tender Offer Consideration minus the applicable early tender payment set forth in the table above per US$1,000 principal amount of Notes accepted for purchase (the "Early Tender Payment").

Notes tendered in the Offer may be validly withdrawn at any time at or before 5:00 P.M., New York City time, on October 4, 2012 (such date and time, as the same may be extended, with respect to either or both Series of Notes, the "Withdrawal Date"), but not thereafter.  Any Notes tendered on or before the Withdrawal Date that are not validly withdrawn before the Withdrawal Date may not be withdrawn thereafter, and any Notes tendered after the Withdrawal Date may not be 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 specified in the table above over the yield based on the bid side price of the applicable U.S. Treasury Reference Security specified in the table above, 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 is expected to 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 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.

SOURCE The Westfield Group