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aggregate principal amount of the 7.50% Notes due 2014 currently outstanding, were validly tendered and not validly withdrawn, according to information received by Global Bondholder Services Corporation, the Information Agent and Depositary for the Offer.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