Scentre Group tenders for up to $300 million subordinated notes

By Wendy Van Sickle

Columbus, Ohio, Nov. 2 – Scentre Group Trust 2, a trust forming part of the stapled entity Scentre Group, began a cash tender offer for up to $300 million total principal amount of its outstanding subordinated non-call 10 fixed-rate reset notes due 2080 and subordinated non-call 6 fixed-rate reset notes due 2080 on Thursday, according to a press release.

For the $1.5 billion of outstanding non-call 10 notes (Cusips: 76025LAB0, Q8053LAB0), which have acceptance priority over the other series, the company is offering a consideration that will be based on the 3.875% U.S. Treasury note due Aug. 15, 2033 plus a fixed spread of 325 basis points, plus an early tender premium of $50 per $1,000 principal amount. The hypothetical early tender consideration for this series, which has a first reset date of Sept. 24, 2030, is $851.30 per $1,000 of notes.

For the $1.5 billion of outstanding non-call 6 notes (Cusips: 76025LAA2, Q8053LAA2), the company is offering a consideration that will be based on the 4.625% U.S. Treasury note due Oct. 15, 2026 plus a fixed spread of 340 bps, plus an early tender premium of $50 per $1,000 principal amount. The hypothetical early tender consideration for this series, which has a first reset date of Sept. 24, 2026, is $915.04 per $1,000 of notes.

The hypothetical early purchase prices are based on a hypothetical pricing time of 5 p.m. ET on Nov. 1. Actual pricing is to be determined at 9:15 a.m. ET on Nov. 17.

In addition to the considerations, holders will also receive accrued interest to the applicable settlement date.

The early tender premium will be paid only to holders who tender their notes by 5 p.m. ET on Nov. 16.

The offer will expire at 5 p.m. ET on Dec. 4.

Notes accepted for purchase in the offer may be subject to proration.

Early settlement is expected on Nov. 21 and final settlement on Dec. 6.

Deutsche Bank Securities Inc. (866 627‑0391 or 212 250-2955) and Merrill Lynch International (+44 207 996 5420, 980 387-3907, 888 292-0070 or DG.LM‑EMEA@bofa.com) are the dealer managers.

Global Bondholder Services Corp. (212 430-3774, 855 654‑2015, 212‑430-3774 or contact@gbsc‑usa.com) is the tender agent and information agent.

Scentre is a Sydney, Australia-based retail company.

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