Macquarie Bank Announces Tender for Certain of Its Outstanding Senior Notes

  Macquarie Bank Announces Tender for Certain of Its Outstanding Senior Notes

Business Wire

SYDNEY -- May 3, 2013

Macquarie Bank Limited (“MBL”) (ASX: MQG; ADR: MQBKY) announced today that it
commenced a cash tender offer for any and all of the outstanding Senior Notes
(the “Notes”) listed in the table below. The tender offer is being made
pursuant to an offer 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 offer, including the calculation of the cash purchase price.
Holders of the Notes are urged to read the offer to purchase and the related
letter of transmittal carefully before making any decisions with respect to
the tender offer.

The tender offer will expire at 5:00 P.M., New York City time, on May 15, 2013
(the “Expiration Time”) unless extended or earlier terminated. To be eligible
to receive the applicable purchase price, holders of the Notes must validly
tender and not validly withdraw their Notes on or prior to the Expiration
Time. Tendered Notes may be withdrawn at any time on or prior to, but not
after, the Expiration Time.

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


                                                                           Total
                                                                                               U.S.                            Fixed
                                                                           Consideration                       Bloomberg       Spread
Title of           CUSIP                            Principal Amount                           Treasury
Security(1)     Numbers    ISIN                                per US$1,000                  Reference    (Basis
                                                    Outstanding                                Reference
                                                                           principal                           Page            Points)
                                                                                               Security
                                                                           amount
4.100% Fixed

Rate Notes

due December                     

17, 2013                                                                  To be
                   144A:                                                   determined
Guaranteed         55607E        144A:                                                         0.125%
                   AA8           US55607EAA82                              at the Price        due
by the             Reg S:        Reg S              US$1,328,958,000                                           PX3             + 0 bps
                   55607G        US55607GAA31                              Determination       December
Commonwealth       AA3                                                                         31, 2013
                                                                          Time
of Australia
                                 
(the “Series

2008-B1

Notes”)
                                                                                                                               
Floating

Rate Notes

due January

23, 2014
                   144A:
Guaranteed         55607E        144A:
                   AC4           US55607EAC49
by the             Reg S:        Reg S:             US$250,000,000         US$1,009.46         N/A             N/A             N/A
                   55607G        US55607GAC96
Commonwealth       AC9

of Australia

(the “Series

2009-B3

Notes”)
                                                                                                                               
Floating

Rate Notes

due March

11, 2014
                   144A:
Guaranteed         55607E        144A:
                   AF7           US55607EAF79
by the             Reg S:        Reg S:             US$650,000,000         US$1,009.31         N/A             N/A             N/A
                   55607G        US55607GAF28
Commonwealth       AF2

of Australia

(the “Series

2009-B6

Notes”)
                                                                                                                               
3.300% Fixed

Rate Notes

due July 17,

2014                                                                       To be
                   144A:                                                   determined
Guaranteed         55607E        144A:                                                         0.125%
                   AL4           US55607EAL48                              at the Price        due
by the          Reg S:        Reg S:             US$510,784,000                                             PX4             + 0 bps
                   55607G        US55607GAL95                              Determination       July 31,
Commonwealth       AL9                                                                         2014
                                                                           Time
of Australia

(the “Series

2009-B11

Notes”)

       The Notes are guaranteed by the Commonwealth of Australia (the
^(1)  “Commonwealth”) under the Deed of Guarantee, dated

       November 20, 2008, executed on behalf of the Commonwealth.


MBL will pay holders of the Series 2008-B1 Notes and Series 2009-B11 Notes
(collectively, the “Fixed Rate Notes”) that validly tender and do not validly
withdraw their Fixed Rate Notes prior to the Expiration Time an amount
described below, and will pay holders of the Series 2009-B3 Notes and Series
2009-B6 Notes (collectively, the “Floating Rate Notes”) that validly tender
and do not validly withdraw their Floating Rate Notes prior to the Expiration
Time the purchase price per US$1,000 principal amount of such series of
Floating Rate Notes set forth in the table above.

The purchase price for each series of Fixed Rate Notes is calculated as
described in the offer to purchase in a manner intended to result in a yield
to maturity equal to the sum of the yield to maturity of the applicable
reference U.S. Treasury Reference Security for such series of Fixed Rate Notes
set forth in the table above (the “Fixed Rate Purchase Price”) as measured at
11:00 A.M., New York City time, on May 15, 2013 (such time and date, as the
same may be extended, the “Price Determination Time”) and the applicable fixed
spread as shown in the table above. In addition, holders of Notes that are
validly tendered and accepted for purchase will receive accrued and unpaid
interest on the Notes to, but not including, the settlement date. MBL expects
the settlement date to occur on May 17, 2013, which is two business days
following the expiration of the tender offer.

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

BofA Merrill Lynch, Citigroup Global Markets Inc. and J.P. Morgan Securities
LLC are serving as dealer managers, and D.F. King & Co., Inc. is serving as
the tender agent and information agent for the tender offer.

Neither the offer to purchase nor the related letter of transmittal has been
lodged with the Australian Securities and Investments Commission and the
tender offer is 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.

This media release is not an offer to purchase or a solicitation of an offer
to sell any securities. The tender offer is being made only pursuant to the
terms of the offer to purchase and the related letter of transmittal.

Requests for documents may be directed to D.F. King & Co., Inc. toll-free at
(800) 769-7666 or in writing at 48 Wall Street, New York, New York 10005.
Questions regarding the tender offer in the United States may be directed to
BofA Merrill Lynch at (888) 292-0070 (toll-free) or (980) 683-3215 (collect),
Citigroup Global Markets Inc. at (800) 558-3745 (toll-free) or (212) 723-6106
(collect) and J.P. Morgan Securities LLC at (866) 834-4666 (toll-free) or
(212) 834-4394 (collect).

Contact:

Macquarie Group Investor Relations
Stuart Green, +61 2 8232 8845
or
Macquarie Group Investor Relations
Karen Khadi, +61 2 8232 3548
or
Macquarie Group Media Relations
Lisa Jamieson, +61 2 8232 6016
or
Macquarie Group Media Relations
Navleen Prasad, +61 2 8232 6472
 
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