Transurban Queensland Finance Pty Limited
- Transurban Queensland Finance Pty Limited,
- Transurban Queensland Holdings 1 Pty Limited,
- Transurban Queensland Holdings 2 Pty Limited,
- Transurban Queensland Invest Pty Limited,
- personally and as trustee for the Transurban Queensland Invest Trust,
- Queensland Motorways Holding Pty Ltd.
All present and future assets and undertaking of the Guarantors and the shares in Transurban Queensland Holdings 1 Pty Limited, Transurban Queensland Holdings 2 Pty Limited, Transurban Queensland Invest Pty Limited and the units in Transurban Queensland Invest Trust.
Medium Term Note Programme dated 10 November 2014
Dated 4 December 2014
Nature of the Bonds
The bonds constitute direct, secured, unconditional and unsubordinated obligations of the Issuer ranking equally among themselves and in priority to all unsecured obligations of the Issuer except liabilities mandatorily preferred by law.
Interest Rate / Coupon
4.75% per annum, payable semi-annually (in two coupons of 2.375%) in arrears on 8 June and 8 December in each year, including the Maturity Date.
- The coupon will step-up by 0.15% from the original coupon rate to 4.90% if the credit rating on the bond falls by 1 notch. This occurred on 29 April 2015
- The coupon will step-up by 0.40% from the original coupon rate to 5.15% if the credit rating on the bond falls by 2 notches.
- The coupon will step up by 1.5% from the original coupon rate to 6.25% if the credit rating on the bond falls below investment grade.
8 December 2014
8 December 2021
Repayment at Par on the Maturity Date
On the Maturity Date, bondholders are scheduled to receive the Face Value and the final payment of Interest.
Early Redemption by Issuer
- Yes, in certain circumstances, for tax reasons.
- Within 90 days of the Maturity Date at 100% plus any accrued interest.
- Prior to 90 days of the Maturity Date, at 100% and payment of a make-whole amount.
Early Redemption by Bondholders
Yes, on a change of control event, at 100%
The value of an investment in the bonds may fluctuate due to various factors, including investor perceptions, worldwide economic conditions, interest rates, debt market conditions and factors that may affect the Issuer’s financial performance. The following risks may also affect an investment in the bonds:
- Issuer’s financial performance and rating: a change in the Issuer’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
- Legal 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.
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 secured creditors of the Issuer.
The Issuer will not create or allow to exist any security interest over its assets other than a permitted security interest, without creating the same security interest for bondholders or such other security as may be approved by an extraordinary resolution of bondholders.
Events of Default
Events of Default include:
- Failure to Pay: Applicable with a cure period of 5 business days;
- Breach of Other Obligations: Applicable, with cure period of 20 business days
- Cross Default: Applicable with a Threshold Amount of A$50,000,000;
- Vitiation of Concession Arrangement: All or any material part of a Concession Arrangement is rescinded or terminated or becomes void, voidable, illegal, invalid or unenforceable or of limited force or effect;
- Abandonment: a material subsidiary seeks to abandon any Toll road which it owns and/or operates;
- Obligations Unenforceable: Applicable, with cure period of 20 days;
- Enforcement or Attachment: Applicable, Threshold Amount is A$50,000,000;
- Insolvency: Applicable; or
- Trustee Events: Certain events impacting on the Transurban Queensland Invest Trust.