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Name | Symbol | Market | Type |
---|---|---|---|
Westpac Banking Corp | NYSE:WBK | NYSE | Depository Receipt |
Price Change | % Change | Price | High Price | Low Price | Open Price | Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 14.20 | 0 | 01:00:00 |
Filed Pursuant to Rule 433
Registration Statement No. 333-260703
Free Writing Prospectus
(To the Preliminary Prospectus Supplement dated August 3, 2022 and Prospectus dated November 3, 2021)
August 3, 2022
US$1,000,000,000 5.405% Subordinated Notes due 2033
Subject, upon the occurrence of a Non-Viability Trigger Event, to Conversion or possible Write-off, as more fully described in the Preliminary Prospectus Supplement dated August 3, 2022 (the “Preliminary Prospectus Supplement”) and the Prospectus dated November 3, 2021 (the “Prospectus”)
US$1,000,000,000 5.405% Subordinated Notes due 2033 (the “notes”)
Issuer: | Westpac Banking Corporation (ABN 33 007 457 141) |
Principal Amount: | US$1,000,000,000 |
Expected Instrument Ratings*: | Baa1 (hyb) / BBB+ / A- (Moody’s / S&P Global Ratings / Fitch) |
Legal Format: | SEC Registered Global Notes |
Trade Date: | August 3, 2022 |
Issue Date: | August 10, 2022 (T+5) |
Since trades in the secondary market generally settle in two business days, purchasers who wish to trade notes on the date hereof or the next two succeeding business days will be required, by virtue of the fact that the notes initially settle in T+5, to specify alternative settlement arrangements to prevent a failed settlement. | |
Maturity Date: | August 10, 2033 |
Reset Date: | The Interest Payment Date on August 10, 2032, subject to the Business Day Convention |
Interest Rate: | 5.405% per annum on the Outstanding Principal Amount from and including the Issue Date to but excluding the Reset Date |
Reset Interest Rate: |
If all of the notes have not been redeemed, purchased, cancelled, Written-Off or Converted by the Issuer by the Reset Date, the interest payable on the Outstanding Principal Amount semi-annually in arrears for the period from, and including, the Reset Date to, but excluding, the Maturity Date shall be reset to a fixed rate per annum equal to:
· the prevailing 1-Year USD Treasury Rate (“1-Year U.S. Treasury Rate”) on the Reset Determination Date; plus
· the Spread.
“1-Year U.S. Treasury Rate” is calculated by the Calculation Agent as an interest rate expressed as a percentage determined to be the per annum rate equal to the yield to maturity for U.S. Treasury securities with a maturity of one year as published in the most recent H.15.
“H.15” means the daily statistical release designated as such, or any successor publication, published by the Board of Governors of the United States Federal Reserve System that establishes yield on actively traded U.S. Treasury securities under the caption “Treasury constant maturities”, or any successor site or publication, that establishes yield on actively traded U.S. Treasury securities, and “most recent H.15” means the H.15 which includes a yield to maturity for U.S. Treasury securities with a maturity of one year published closest in time but prior to the Reset Determination Date.
“Reset Business Day” means a day on which commercial banks and foreign exchange markets settle payments and are open for general business (including dealing in foreign exchange and foreign currency deposits) in Sydney, Australia, New York, New York and London, United Kingdom.
“Reset Determination Date” means the second Reset Business Day immediately preceding the Reset Date.
“Spread” means 2.680 per cent per year, being the difference between the Re-offer Yield on the Trade Date and the Benchmark 10-Year Treasury Yield at the time of pricing on the Trade Date. |
Re-offer Price: | 100.000% |
Benchmark 10-Year Treasury: | UST 2.875% due May 15, 2032 |
Benchmark 10-Year Treasury Price and Yield: | 101-09 / 2.725% |
Re-offer Spread: | + 268 basis points |
Re-offer Yield: | 5.405% |
Fees: | 40 basis points |
where:
Outstanding Principal Amount has the meaning given to it in Section 4 under “Description of the Subordinated Debt Securities—Additional Provisions” in the Prospectus, as adjusted in accordance with Section 3.13 under “Description of the Subordinated Debt Securities—Additional Provisions” in the Prospectus.
Issue Date VWAP means the VWAP during the period of 20 ASX Business Days on which trading in Ordinary Shares took place immediately preceding but not including the Issue Date, as adjusted in accordance with Section 3 under “Description of the Subordinated Debt Securities—Additional Provisions” in the Prospectus.
If any notes are Converted following a Non-Viability Trigger Event, it is likely that the Maximum Conversion Number will apply and limit the number of Ordinary Shares to be issued. In this case, the value of the Ordinary Shares received is likely to be significantly less than Outstanding Principal Amount of those notes. The Australian Dollar may depreciate in value against the U.S. dollar by the time of Conversion. In that case, the Maximum Conversion Number is more likely to apply. Depending on a holders’ circumstances, a holder may receive Ordinary Shares or the proceeds from the sale thereof. See Section 3.10 under “Description of the Subordinated Debt Securities—Additional Provisions” in the Prospectus. | |
If Conversion of the notes (or the percentage of the Outstanding Principal Amount of the notes) does not occur for any reason within five ASX Business Days after the Non-Viability Trigger Event Date, the notes (or the percentage of the Outstanding Principal Amount of the notes to be Converted) will be Written-off and the holders’ rights in relation to the notes (including with respect to payments of interest or accrued but unpaid interest, and the repayment of Outstanding Principal Amount and, upon Conversion, the receipt of Ordinary Shares issued in respect of such notes) will be immediately and irrevocably Written-off and terminated with effect on and from the Non-Viability Trigger Event Date, as described in Section 2.3 under “Description of the Subordinated Debt Securities—Additional Provisions” in the Prospectus. | |
Governing Law: | The subordinated indenture and the notes will be governed by, and construed in accordance with, the laws of the State of New York, without regard to conflict of law principles, except that the Non-Viability Trigger Event, Write-off, Conversion and subordination provisions will be governed by, and construed in accordance with, the laws of the State of New South Wales, Commonwealth of Australia |
Calculation Agent: | The Bank of New York Mellon |
CUSIP: | 961214 FG3 |
ISIN: | US961214FG36 |
Joint Book-Running Managers: |
BofA Securities, Inc. Citigroup Global Markets Inc. Morgan Stanley & Co. LLC Westpac Banking Corporation |
Co-Managers: |
ICBC Standard Bank Plc Scotia Capital (USA) Inc. |
Defined Terms: | Capitalized terms not defined in this term sheet have the meaning given in the Preliminary Prospectus Supplement and the Prospectus. |
Free Writing Prospectus
(To the Preliminary Prospectus Supplement dated August 3, 2022 and Prospectus dated November 3, 2021)
*A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time.
No PRIIPs KID – No PRIIPs key information document (KID) has been prepared as not available to retail in EEA or in the United Kingdom
The Issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the Issuer has filed with the SEC for more complete information about the Issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the Issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling BofA Securities, Inc. toll-free at 1-800-294-1322, Citigroup Global Markets Inc. toll-free at 1-800-831-9146, Morgan Stanley & Co. LLC toll-free at 1-866-718-1649 or Westpac Banking Corporation at 1-212-389-1269.
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