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Press release from PR Newswire

Westfield Group Announces Consideration for Cash Tender Offer for Notes

Friday, October 05, 2012

Westfield Group Announces Consideration for Cash Tender Offer for Notes18:00 EDT Friday, October 05, 2012SYDNEY, Oct. 5, 2012 /PRNewswire/ -- The Westfield Group (ASX: WDC) announced today the reference yield, Full Tender Offer Consideration and Tender Offer Consideration for 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) (each an "Offeror" and together, the "Offerors") 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. Acceptance will be 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 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 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).  Holders who validly tender their Notes after the Early Tender Date but at or before the Expiration Date will be eligible to receive the "Tender Offer Consideration," which is equal to the Full Tender Offer Consideration minus 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, and assuming that the Settlement Date (as defined below) will occur on October 23, 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 (the "Settlement Date").  Subject to the terms and conditions of the Offer, the Settlement Date will follow promptly after the Expiration Date.Issuer Title of SecurityCUSIP/ ISINAcceptancePriorityLevelU.S. TreasuryReferenceSecurityReference YieldFixed Spread (Basis Points)Full TenderOffer Consideration(1)Tender Offer ConsiderationAccrued and Unpaid Interest(2) WT Finance (Aust) Pty Limited,  WEA Finance LLC andWestfield Capital Corporation Pty Limited  5.125% Guaranteed Senior Notes due 2014 96008YAB1USQ97012 AB67 1 0.250% due August 31, 2014 0.258% 95 bps US$1,079.49 US$1,059.49 US$22.49WT Finance (Aust) Pty Limited and WEA Finance LLC 7.50% Guaranteed Senior Notes due 2014 92933DAA8USQ95706AA7120.250% due August 31, 20140.258%90 bpsUS$1,100.75US$1,080.75US$29.38(1)   The Full Tender Offer Consideration per US$1,000 principal amount of Notes (as defined below) accepted for purchase includes the Early Tender Payment of US$20 per US$1,000 principal amount of Notes accepted for purchase.(2)   Calculated based on an assumed Settlement Date of October 23, 2012.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.Previously tendered Notes may not be validly withdrawn after the "Withdrawal Date," which expired at 5:00 P.M., New York City time, on October 4, 2012, and any Notes tendered after the Withdrawal Date may not be validly 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 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 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.About The Westfield GroupThe 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 496Westfield Management Limited ABN 41 001 670 579 AFS Licence 230329as 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 230324as responsible entity of Westfield America Trust ABN 27 374 714 905 ARSN 092 058 449 SOURCE The Westfield GroupFor further information: Peter Allen, Group Chief Financial Officer, +61 2 9358 7402