Caltex Australia Limited
Caltex Australia Petroleum Pty Limited, Caltex Refineries (NSW) Pty Ltd, Caltex Refineries (Qld) Pty Ltd
Debt Issuance Programme dated 26 August 2011
Dated 22 November 2011
Nature of the bonds
Direct, unsecured and unsubordinated obligations of the Issuer and rank without preference or priority among themselves and at least equally with all other present and future unsubordinated and unsecured obligations of the Issuer, except for liabilities mandatorily preferred by law.
7.25% per annum, payable semi-annually (in two coupons of 3.625%) in arrears on 23 May and 23 November in each year, including the Maturity Date.
Repayment at par on the maturity date
On the Maturity Date, bondholders are scheduled to receive the Face Value and the final Coupon Payment for the last Interest Period.
Key benefits include:
- interest paid as 100% cash;
- interest is not deferrable nor are interest payments discretionary;
- rank equally with all other senior and unsecured creditors of the Issuer.
The value of an investment in Caltex Bonds may fluctuate due to various factors, including investor perceptions, worldwide economic conditions, interest rates, debt market conditions and factors that may affect Caltex’s financial performance. The following risks may also affect an investment in Caltex Bonds:
- Credit Risks – Associated with the Issuer and any Guarantors;
- Liquidity Risk – An active secondary market in respect of the Bonds may never be established or may be illiquid and this would adversely affect the value at which an investor could sell the Bonds;
- Interest Rate Risks – Bondholders may suffer unforeseen losses due to fluctuations in interest rates;
- Regulatory Risks – The energy industry in Australia is highly regulated, which can limit Caltex’s flexibility and may adversely affect its financial performance
- Litigation Risks – Risks relating to litigation and regulatory actions;
- Default Risk – if an event of default occurs under the Bonds, or the Issuer fails to perform any obligation in relation to the Bonds, such event or failure may impact on the value of an investment in the Bonds, the transferability of the Bonds and the ability of a holder to recover amounts due under the Bonds. In assessing potential default risk, a bondholder should consider the periodic and continuous disclosures made by the Issuer.
The Issuer and its subsidiaries will not create any Security Interest over any of its current or future assets, unless it is also extended over the Bonds, with some exceptions including as follows:
- Existing Security Interests up to A$ 50,000,000
- Security Interests over new assets acquired
- Export / Import financing
- Funding from governmental development agency where required by law
- Project Financing
Early redemption by issuer
Yes, for tax reasons
- Total External Liabilities not to exceed 75% of Total Tangible Assets
- Tangible Net Worth of Issuer shall not be less than A$1.2 billion (as adjusted every 6 months)
- If Tangible Net Worth of Issuer Group is less than A$ 1.3 billion (as adjusted every 6 months), then EBIT / Net Interest Expense ratio shall not be less than 2 times
- Guarantors to own assets not less than 65% of Total Tangible Assets of the Issuer Group.
Events of Default
Events of Default include:
- Failure to Pay: Applicable, with a 3 Business Day cure period;
- Breach of other obligations: Applicable, with a 15 Business Day cure period;
- Insolvency: Applicable;
- Cross default: Applicable with Threshold Amount of A$ 50,000,000;
- Unenforceability: Applicable.