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Westfield Group Announces Final Results of Cash Tender Offer for Notes



    Westfield Group Announces Final Results of Cash Tender Offer for Notes

PR Newswire

SYDNEY, Oct. 23, 2012

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not validly withdrawn, according to information received by Global Bondholder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.

                                         Principal                       Principal Amount
                                                          Principal      to
                       CUSIP  Acceptance Amount           Amount
Issuers     Title of          Priority                                   Remain
            Security   / ISIN Level      Outstanding      Accepted for   Outstanding
                                         Prior to
                                                          Purchase       After Settlement
                                         Settlement Date                 Date
WT Finance
(Aust) Pty             96008Y
Limited,    5.125%
                       AB1
WEA Finance Guaranteed
LLC and                       1          US$1,400,000,000 US$133,654,000 US$1,266,346,000
            Senior
Westfield   Notes      USQ970
Capital
Corporation due 2014   12
                       AB67
Pty Limited
            7.50%      92933D
WT Finance
(Aust) Pty  Guaranteed AA8
Limited                       2          US$700,000,000   US$153,288,000 US$546,712,000
            Senior     USQ957
and WEA     Notes
Finance LLC            06AA71
            due 2014

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.

                               Acceptance U.S.                        Full Tender       Accrued and
                       CUSIP              Treasury            Fixed
Issuer ^    Title of           Priority             Reference Spread  Offer             Unpaid
            Security   / ISIN             Reference Yield     (Basis
                               Level                          Points) Consideration^(1) Interest^(2)
                                          Security
WT Finance
(Aust)

Pty                    96008Y
Limited,    5.125%
WEA                    AB1                0.250%
            Guaranteed                    due
Finance LLC
and         Senior             1          August    0.258%    95 bps  US$1,079.49       US$22.49
                                          31,
Westfield   Notes due
Capital                USQ9701            2014
            2014
Corporation            2 AB67
Pty

Limited
            7.50%
WT Finance             92933DA
(Aust)      Guaranteed                    0.250%
                       A8                 due
Pty Limited Senior             2          August    0.258%    90 bps  US$1,100.75       US$29.38
and WEA                USQ9570            31, 2014
            Notes due
Finance LLC            6AA71
            2014

    The Full Tender Offer Consideration per US$1,000 principal amount of Notes
    accepted for purchase includes the Early Tender
(1)
    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

Contact: Peter Allen, Group Chief Financial Officer, +61 2 9358 7402, for The
Westfield Group
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