Mirvac Group Finance Limited
Mirvac Limited, Mirvac Funds Limited as Responsible Entity of Mirvac Property Trust and various other entities of the Mirvac Group
Mirvac Commercial Paper and Medium Term Note Programme dated 23 August 2016
Dated 25 August 2016
Nature of the Bonds
The Bonds are direct, unconditional, unsecured and unsubordinated debt obligations of the Issuer and rank and will rank at least equally with all other unsecured and unsubordinated obligations of the Issuer except liabilities mandatorily preferred by law.
Interest Rate and Interest Payment Dates
3.50% per annum, payable semi-annually (in two coupons of 1.75%) in arrears, on 18 March and 18 September in each year, including the Maturity Date
30 August 2016
18 September 2023
Repayments at the Maturity Date
On the Maturity Date, Bondholders are scheduled to receive the Face Value and the final payment of Interest for the last Interest Period.
Early Redemption by Issuer
Yes, in certain circumstances, for tax reasons.
The value of an investment in Mirvac Bonds may fluctuate due to various factors, including investor perceptions, worldwide economic conditions, interest rates, debt market conditions and factors that may affect Mirvac’s financial performance. The following risks may also affect an investment in Mirvac Bonds:
- Mirvac’s financial performance and rating: a change in Mirvac’s financial condition or rating may impact on the market value and the transferability of the Bonds;
- 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 Risk: The value of Fixed Rate Bonds may be adversely affected by movements in market interest rates;
- 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.
Key benefits include:
- Interest paid semi-annually in arrears;
- 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.
For so long as any Mirvac Bonds remain outstanding, the Issuer will ensure that there is not created or permitted to subsist any Security Interest over any of its assets which would:
(a) result in a breach of the Secured Leverage Ratio or the Unencumbered Asset Coverage Ratio; or
(b) secure Acquired Priority Term Debt other than a Permitted Security Interest. Where Acquired Priority Term Debt is financial indebtedness of an entity that is acquired as a wholly owned subsidiary of a group member that is not utilised to acquire that entity and which restrict that entity from becoming an additional Guarantor.
(a) Leverage Ratio the ratio of Total Debts to Total Tangible Assets shall not exceed 0.50:1
(b) Interest Coverage Ratio (EBITDA: Finance Costs) in the preceding 12 months is to be greater than 2.0:1
(c) Secured Leverage Ratio (Total Secured Debt:Total Tangible Assets) shall not exceed 0.20:1
(d) Unencumbered Asset Coverage Ratio (Total Unencumbered Tangible Assets:Total Unsecured Debt) shall always exceed 1.50:1.
Events of Default
Events of Default include:
- Failure to pay: Applicable, with a cure period of 3 Business Days;
- Financial Covenants: Are not satisfied
- Breach of Other Obligations: Applicable, with a cure period of 14 days;
- Misrepresentation: Any representation or statement made or deemed to be made by the Issuer under the Notes is or proves to have been incorrect, or misleading in any material respect
- Enforcement or Attachment: Applicable, with a Threshold Amount of A$20,000,000 for an individual asset and A$30,000,000 collectively;
- Cross Default: Applicable, Threshold Amount is A$ 50,000,000
- Insolvency: Applicable in respect of a Guarantor or the Issuer;
- Obligations Unenforceable: Applicable.
Public Offer Test Compliant
If a payment on the bonds is subject to a withholding tax under FATCA, no additional amounts will be paid by the Issuer, and a holder of the bonds will receive less than the amount the holder would have otherwise received.
Coupon Schedule to Maturity
- 18 March 2017
- 18 September 2017
- 18 March 2018
- 18 September 2018
- 18 March 2019
- 18 September 2019
- 18 March 2020
- 18 September 2020
- 18 March 2021
- 18 September 2021
- 18 March 2022
- 18 September 2022
- 18 March 2023
- 18 September 2023 - Maturity Date