INDEX. Page. Directory 3. Important Notice 4. Background 6. The Waratah Structure 8. Summary of Terms 8. The Issuer 9. Commercial Paper Notes 9

Transcription

1 A$5,000,000,000 Asset Backed Commercial Paper Programme Servicing Agent & Sponsor Dealers Commonwealth Bank of Australia Macquarie Bank Limited Westpac Banking Corporation August 2009

2 INDEX Page Directory 3 Important Notice 4 Background 6 The Waratah Structure 8 Summary of Terms 8 The Issuer 9 Commercial Paper Notes 9 Use of Proceeds 10 Underwriting Criteria and Programme Administration 10 Liquidity Facility 12 Enhancement Facility 13 Deed of Mortgage and Security Agreement 13 Servicing Agreement 14 Bankruptcy Protection 14 Westpac Banking Corporation Ratings 15 2

3 DIRECTORY Issuer Waratah Securities Australia Limited ABN Deutsche Bank Place Corner Hunter and Phillip Streets Sydney NSW, 2000 Servicing Agent / Westpac Banking Corporation Sponsor ABN Level 3, Kent Tower, 275 Kent St Sydney NSW, 2000 Telephone: (02) Facsimile: (02) Issuing and Paying Westpac Banking Corporation Agent ABN Level 3, 255 Elizabeth Street Sydney NSW, 2000 Telephone: (02) Facsimile: (02) Security Trustee Dealers Westpac Banking Corporation ABN Level 3, Kent Tower, 275 Kent Street Sydney NSW, 2000 Telephone: (02) Facsimile: (02) Commonwealth Bank of Australia ABN Level 4, Cnr Pitt Street & Martin Place Sydney NSW, 1155 Telephone: (02) Macquarie Bank Limited ABN No.1 Martin Place Sydney NSW, 2000 Telephone: (02) Westpac Banking Corporation ABN Level 2, Kent Tower, 275 Kent Street Sydney NSW, 2000 Telephone: (02)

4 IMPORTANT NOTICE Waratah Securities Australia Limited (the "Issuer") has authorised the issue and distribution of this by Westpac Banking Corporation ( Westpac ). The information contained in this is not and should not be construed as a recommendation by Westpac, the Security Trustee, the Dealers or the Issuer that any recipient participate in the programme (the "Programme") described herein. Each such recipient must make and shall be deemed to have made its own independent assessment and investigation of the Programme as it may deem necessary and must base any investment decision upon such independent assessment and investigation and not on this. None of the Issuer, the Dealers, Westpac, Waratah Receivables Corporation Pty Limited ( Waratah ) or the trustee of any Waratah Asset Trust (as defined below) has independently verified the information contained herein other than as stated below. Accordingly, other than as stated below, no representation or warranty or undertaking, express or implied, is made and no responsibility or liability is accepted by the Issuer, the Dealers, Westpac, Waratah or the trustee of any Waratah Asset Trust as to the authenticity, origin, validity, accuracy, completeness or distribution of, or any errors in or omissions from, any information or statement contained in this Information Memorandum or in or from any accompanying or subsequent material or presentation. The obligations of the Issuer under the Programme are limited recourse. Neither Westpac nor Waratah guarantee the performance of the Programme. Furthermore, Westpac and Waratah expressly do not undertake to review the business or financial condition or affairs of the Issuer during the life of the Programme, nor undertakes to advise any recipient of the of any information or change in such information coming to its attention. Accordingly, prospective purchasers of the commercial paper should make their own enquiries and investigations and not rely on this document or accompanying documents in making an investment decision. Where this refers to the provisions of any other document, such reference should not be relied upon and the document must be referred to for its full effect. No person is authorised to give any information or to make any representation not contained in this and any information or representation not contained herein must not be relied upon as having been authorised by or on behalf of the Issuer. Westpac confirms that the information included in this under "Westpac Banking Corporation" is true and accurate in all material respects and accepts sole responsibility for the content of this section. Neither the delivery of this nor any invitation, offer for sale or sale of the commercial paper implies or should be relied upon as a representation or 4

5 warranty that there has been no change since the date of this in the information in it or in the affairs or financial condition of the Issuer. In addition, the distribution of this and offering of commercial paper in certain jurisdictions may be restricted by law. Persons into whose possession this comes are required to inform themselves about and observe all such restrictions. Nothing in this is to be construed as authorising distribution of the or the offer and sale of commercial paper in any jurisdiction other than the Commonwealth of Australia and the Issuer, the Dealers, Waratah and Westpac accept no liability in that regard. This is dated 4 August

6 BACKGROUND Waratah Receivables Corporation Pty Limited ("Waratah") is a special purpose corporation incorporated in Australia. Waratah was established in 1994 solely to purchase, or to make loans secured by, interests in, or undivided interests in, pools of various types of receivables and other assets ("Receivables") of Australian Corporations ("Sellers") pursuant to separate Receivables Purchase Agreements (each a "Receivables Purchase Agreement"). Since 2007, Receivables may also be acquired by asset purchasing trusts (each, a Waratah Asset Trust ) which are funded by way of loans from Waratah to the relevant Waratah Asset Trust. Waratah funds itself through the issuance of commercial paper in the United States ( US ) and Australia through its wholly owned subsidiaries Sydney Capital Corporation, Inc. ("Sydney") and Waratah Securities Australia Limited ( Waratah Securities ) respectively. Sydney is a special purpose company incorporated in Delaware. Sydney was established for the sole purpose of issuing commercial paper notes in the United States ("US CP"), in order to fund loans made to Waratah under a loan agreement. Waratah Securities is a special purpose company incorporated in Australia. Waratah Securities was established for the sole purpose of issuing commercial paper notes (the "Commercial Paper Notes") in the Australian capital market in order to fund loans ("Loans") made to Waratah under a loan agreement (a "Loan Agreement"). Amounts payable to Waratah Securities by Waratah under the related Loan Agreement will be sufficient to satisfy Waratah Securities' obligations with respect to the Commercial Paper Notes; also defined as Maturing Obligations. Waratah s obligations are limited in recourse to its assets and its access to Westpac s Enhancement Facility. The commercial paper issued by Sydney and Waratah Securities is rated A-1+, P-1 by S&P and Moody's respectively. Waratah has the ability to fund or refinance all or part of its purchase of Receivables with borrowings under the respective Loan Agreements of Sydney or Waratah Securities subject to the terms of those agreements. To support its combined obligations under both Loan Agreements, Waratah has entered into a committed loan facility with Westpac Banking Corporation ("Westpac") representing 10% of Maturing Obligations. In addition, each of Waratah and the trustees of the Waratah Asset Trusts have entered into seller-specific liquidity facilities in connection with each Receivable Purchase Agreement to indirectly support the payment by Waratah of its obligations under the relevant Loan Agreements in the event that collections on the related Receivables are not received in a timely manner. These facilities are more fully described on pages 13 and 14. An overview of the Waratah structure is provided on the next page. None of Waratah Receivables Corporation Pty Limited, the trustees of the Waratah Asset Trusts, Waratah Securities Australia Limited or Sydney Capital Corporation Inc 6

7 are subsidiaries or controlled entities of Westpac Banking Corporation. They are owned and controlled independently of Westpac Banking Corporation. The chart below sets out the roles and responsibilities of the Waratah asset backed commercial paper program. Receivables Pool Seller & Servicer Servicing AUD Purchase Price AUD Collections Receivables Pool Program Management Servicing Agent Liquidity Banks AUD Maturing Obligations Asset Trusts AUD Collections Liquidity Banks AUD Proceeds AUD Maturing Obligations AUD Maturing Obligations FX Banks AUD Proceeds USD Proceeds Waratah AUD Maturing Obligations LC Banks Depository USD Loan USD Maturing Obligations AUD Loan AUD Maturing Obligations IPA Placement Agents Sydney Waratah Securities USD CP Proceeds AUD CP Proceeds CP CP Dealers US CP investors Australian CP investors Waratah Securities: Waratah Securities Australia Limited Servicing Agent: Westpac Sydney: Sydney Capital Corporation, Inc Enhancement Bank: Westpac Waratah: Waratah Receivables Corporation Pty Limited Liquidty Banks: Westpac and Other Eligible Banks Asset Trusts: Special purpose vehicles in the Waratah Group FX Banks: Commonwealth Bank and Westpac Dealers: Commonwealth Bank, Macquarie & Westpac Placement Agents: Bank of America Merril, Citi IPA: Issuing & Paying Agent, Westpac Depository: Citibank 7

8 WARATAH SECURITIES AUSTRALIA LIMITED SUMMARY OF TERMS Issuer: Waratah Securities Australia Limited ("Waratah Securities"). Purpose: Programme Amount: Instrument: Ratings: Maturity: Denomination and Offering Price Support Facilities: Waratah Securities will use the net proceeds of the sale of the commercial paper notes to make loans (the "AUD Loans") to Waratah Receivables Corporation Pty Limited ("Waratah"). Waratah will use the proceeds of the AUD Loans solely to finance the purchase of, or to make loans secured by, interests in, or undivided interests in, pools of, various types of receivables of Australian corporations (the "Receivables") (including by funding trustees of Waratah Asset Trusts to enable them to acquire Receivables). A$5,000,000, Commercial Paper Notes (the "Commercial Paper Notes"). Standard & Poor's Ratings Group ("S&P") "A-1+" Moody's Investor Service, Inc. ("Moody's") "P-1" Up to 270 days from the date of issue, as agreed upon between purchasers and Waratah Securities. Commercial Paper Notes will be sold in minimum denominations of $100, The Commercial Paper Notes will be drawn in accordance with Part IV of the Bills of Exchange Act 1909 (Cwlth) and generally issued on a discount basis but may, in limited circumstances, be on an interest-bearing basis. Westpac Banking Corporation ("Westpac") will provide credit support (in the form of a 10% committed loan facility) and will, along with various Liquidity Participants provide liquidity (in the form of a 100% Seller-specific liquidity facility) to indirectly support Waratah's obligations under the Loans, thereby indirectly supporting Waratah Securities' obligations with respect to the Commercial Paper Notes. The liquidity support will be in the form of the Liquidity Facility Agreements discussed on page 12. 8

9 The Receivables which Waratah purchases or finances will generally be denominated in Australian dollars (AUD). THE ISSUER Waratah Securities is a special purpose corporation organised under Australian law. It is a wholly owned subsidiary of Waratah, a special purpose corporation incorporated in Australia. Waratah Securities was established for the sole purpose of issuing the Commercial Paper Notes in order to fund the making by Waratah Securities of the Loans to Waratah under a Loan Agreement. The proceeds of the Loans are used by Waratah solely to purchase, or invest in, or make loans secured by, interests in, or undivided interests in, pools of Receivables acquired from Australian corporations ("Sellers") pursuant to separate Receivable Purchase Agreements (each a "Receivable Purchase Agreement"), entered into by Waratah or the trustee of a Waratah Asset Trust with each Seller. Waratah is required under the Loan Agreement to pay amounts to Waratah Securities so that Waratah Securities can satisfy its obligations with respect to the Commercial Paper Notes, but only to the extent Waratah receives the necessary funds as proceeds of the Receivables or under the terms and conditions of the liquidity and enhancement facilities referred to below. To support its obligations under the Loan Agreement, Waratah has entered into a committed loan facility (the "Enhancement Agreement") with Westpac. In addition, each of Waratah and the trustees of the Waratah Asset Trusts may have entered into seller-specific liquidity facilities (each a "Liquidity Facility Agreement") in connection with each Receivable Purchase Agreement entered into by Waratah or a Waratah Asset Trust trustee (as the case may be) with a Seller to indirectly support the payment of Waratah s obligations under the relevant Loan Agreement in the event that collections on the Receivables are not received in a timely manner. Westpac, Waratah and Waratah Securities have entered into a Servicing Agreement whereby Westpac has agreed, on an ongoing basis, to refer potential sellers of Receivables to Waratah, to negotiate Receivable Purchase Agreements with such sellers, and to manage the day-to-day operations of the programme. Waratah's issued capital is $20,000. The issued capital of Waratah Securities is $1,000. None of Westpac, the shareholders of Waratah, the shareholders of Waratah Securities, Waratah, the Waratah Asset Trust trustees and Waratah Securities makes any representation or warranty as to the ability of Waratah Securities to make redemption payments. COMMERCIAL PAPER NOTES The Commercial Paper Notes have received ratings of "A-1+" by Standard & Poor's Ratings Group ("S&P") and "P-1" by Moody's Investors Service Inc. ("Moody's"). 9

10 The Commercial Paper Notes will be issued with maturities not exceeding 270 days from the date of issuance, and in minimum denominations of $100, While the Commercial Paper Notes will be issued primarily on a discount basis, they may, in limited circumstances, be issued in interest-bearing form. The Commercial Paper Notes are expected to be issued in certificate form through the facilities of Austraclear. USE OF PROCEEDS The proceeds of the Commercial Paper Notes will be lent by Waratah Securities to Waratah under the Loan Agreement and Waratah will acquire interests in, or make investments in, undivided interests in, pools of, the Receivables from Sellers (including by funding trustees of the Waratah Asset Trusts to enable them to acquire Receivables). The principal and interest payable by Waratah on the Loans under the Loan Agreement (subject to the limited recourse provisions) will not be less than the amounts due with respect to the related maturing Commercial Paper Notes. Waratah's loan obligations will be secured by Waratah's interests in the Receivables. The Commercial Paper Notes will be secured by Waratah Securities' interests in the Loans and the Loan Agreement. UNDERWRITING CRITERIA AND PROGRAMME ADMINISTRATION Waratah will acquire interests in, or fund the trustees of Waratah Asset Trusts to make investments in, undivided interests in pools of Receivables by entering into Receivable Purchase Agreements with various Sellers. Each Seller's portfolio of Receivables will be evaluated by the Servicing Agent in terms of its ability to perform at levels consistent with Waratah's investment criteria. This criterion includes the establishment of reserves and credit protection levels and/or other types of internal credit enhancement that are intended to minimise the credit and performance risks associated with such Receivables. In addition, each Seller's Receivables and the related Receivable Purchase Agreement will be reviewed by each of S&P and Moody's, and no Commercial Paper Notes will be issued to finance the Receivables without the prior written confirmation of the then current ratings assigned by each of S&P and Moody's to the Commercial Paper Notes. Waratah's investment criteria for acquiring, or funding the acquisition of, interests in Receivables has, among other things, three attributes designed to ensure the quality of the assets it purchases and to limit credit risks: 10

11 A. Seller Criteria Potential Sellers must (i) demonstrate the viability of the business in which the Receivables originate and (ii) have proven credit and collection procedures and systems. B. Transaction Criteria For each transaction, the Servicing Agent must analyse each specific Seller and its Receivables portfolio to establish a specific loss reserve and/or other internal credit enhancement features. Each Receivable Purchase Agreement will include first-loss protection in a form selected by the Servicing Agent (in consultation with each of Moody's and S&P), whether through: (i) overcollateralisation; (ii) recourse to a third party; and/or (iii) default, delinquency, discount or dilution reserves. Triggering ratios based upon, among other things, an analysis of historical delinquency, dilution and loss experience, together with the particular Seller's credit quality and its general ability to pay indebtedness, will be incorporated into each Receivable Purchase Agreement. Should a particular Receivables portfolio fall below one of these specified ratios, a termination event with respect to the particular Seller will occur, and Waratah or the trustee of the relevant Waratah Asset Trust (as the case may be) will cease making purchases from that Seller and will begin to liquidate its investment in that Receivables portfolio. In conjunction with establishing the appropriate loss reserve and/or other internal credit enhancement features for each Receivables portfolio, the Servicing Agent will review the distribution of obligors in the Receivables portfolio and establish appropriate obligor concentration limits. C. Programme Maintenance A critical aspect of Westpac's role as Servicing Agent involves monitoring the performance of all Receivables portfolios to determine whether additional purchases from a particular Seller may be made. Each Seller is required under the terms of its related Receivable Purchase Agreement with Waratah or the trustee of the relevant Waratah Asset Trust (as the case may be) to prepare, among other things, monthly reports containing various performance information with respect to that particular Seller's Receivables portfolio. The Servicing Agent prepares a monthly Investor Report summarising all the transactions in the Waratah Program and outlining the level of Liquidity and Enhancement Commitment available. This Report is available via / corporate banking / capital / securitisation or upon request to the Servicing Agent. 11

12 LIQUIDITY FACILITY In connection with each Receivable Purchase Agreement, Waratah or the trustee of the relevant Waratah Asset Trust will enter into a Liquidity Facility Agreement with Westpac (in such capacity, the "Liquidity Agent") and various Liquidity Participants pursuant to which the Liquidity Participants will agree to make liquidity loans to Waratah or the relevant Waratah Asset Trust from time to time when collections on Receivables acquired from a Seller are insufficient to provide for the timely payment of the maturing Loans and the maturing Commercial Paper Notes, or for the acquisition of, or making of loans secured by Receivables. Each Liquidity Facility Agreement entered into between Westpac, Waratah, the trustee of a Waratah Asset Trust and the Liquidity Participants for a particular Seller will be ultimately available to indirectly support the Commercial Paper Notes issued by Waratah Securities and the US CP issued by Sydney. The maximum face amount of Commercial Paper Notes (equal to the maturing loan obligations owed by Waratah to both Waratah Securities and Sydney) with respect to assets acquired under a particular Receivable Purchase Agreement cannot exceed the amount of the Liquidity Commitment under the related Liquidity Facility Agreement. The availability of a liquidity loan to satisfy Waratah's loan obligations on any day is dependent upon the then outstanding amount of eligible Receivables in which Waratah has acquired, or funded the acquisition of, an interest under a particular Receivable Purchase Agreement. The criteria for determining the amount of eligible Receivables against which the Liquidity Bank is obligated to make liquidity loans is set forth in each Receivable Purchase Agreement and the relevant Waratah Asset Trust documentation; in general, eligible Receivables are deemed to be non-defaulted Receivables. The Liquidity Bank is obligated to make liquidity loans under the Liquidity Facility Agreement in respect of loan obligations relating to a particular seller's Receivables if the following conditions are met: A. The amount of outstanding liquidity loans does not exceed the lesser of the Liquidity Commitment and the amount of the interest of Waratah or the trustee of the relevant Waratah Asset Trust (as the case may be) in the unpaid balance of such of those Receivables meeting certain eligibility criteria and all unremitted collections relating thereto. B. Neither Waratah, the trustee of the relevant Waratah Asset Trust, Sydney nor Waratah Securities is then the subject of insolvency proceedings. Because the amount available under each Liquidity Facility is limited as described above, under certain circumstances, Waratah or the trustee of the relevant Waratah Asset Trust (as the case may be) might not be able to obtain sufficient amounts under a particular Liquidity Facility Agreement to satisfy its related loan obligations. 12

13 Westpac may from time to time, sell down or syndicate a portion of its liquidity facility to other liquidity participants. All liquidity participants must have a rating from both Moody's and S&P and must be rated at least as high as the rating on the Commercial Paper Notes. ENHANCEMENT FACILITY Waratah has entered into an Enhancement Agreement with Westpac (in such capacity the "Enhancement Bank") pursuant to which Westpac has agreed to provide a committed loan facility (the "Enhancement Commitment"). The Enhancement Commitment will at all times be equal to the greater of: i) $40,000,000 and ii) 10% of the aggregate amount of all Maturity Obligations with respect to all Liquidity Facility Agreements. Amounts will be available under the Enhancement Agreement under those circumstances when Waratah (or a trustee of a relevant Waratah Asset Trust) is unable to obtain sufficient amounts under a particular Liquidity Facility Agreement to satisfy its related loan obligations. In other words, to the extent that the Seller-specific credit enhancement (ie. for example, overcollateralisation) under a particular Receivable Purchase Agreement is exhausted as a result of losses on the Receivables, amounts up to the Available Enhancement Commitment will be available (directly or indirectly) to Waratah to satisfy its loan obligations. Both Waratah Securities and Sydney will cease issuing Commercial Paper Notes in the event that Available Enhancement Commitment (Enhancement Commitment less outstanding Enhancement Loans) falls below 8% of the Total Support Obligations with respect to all of the Liquidity Facility Agreements. DEED OF MORTGAGE AND SECURITY AGREEMENT Pursuant to a Deed of Mortgage (the "Charge") between Waratah and Westpac, Westpac will act as agent (in such capacity, the "Security Agent") for the benefit of Waratah Securities, Sydney, the Liquidity Participants, the Enhancement Bank, and the Servicing Agent (together, the "Secured Parties"). Under the Charge, Waratah has granted a first ranking charge over all its assets (including its interests in the Receivables acquired from Sellers) to the Security Agent for the benefit of the Secured Parties. Waratah's obligations to Waratah Securities with respect to the principal and interest on the Loans and to the Liquidity Participants with respect to the principal and interest on liquidity loans will rank (on a pro rata basis) prior to Waratah's obligations to the other Secured Parties with respect to the right to receive payments in respect of the collections on the Receivables relating to such Loans and Liquidity Loans. 13

14 Pursuant to a Security Agreement between Waratah Securities and Westpac (in such capacity, the "Australian Security Agent"), Waratah Securities has granted to the holders of the Commercial Paper Notes, the Dealers and the Servicing Agent a perfected security interest in all of its rights under the Loan Agreement and the Charge. The holders of the Commercial Paper Notes have first priority to all moneys available for distribution by the Australian Security Agent (after its unpaid fees and expenses have been paid) under the Security Agreement. SERVICING AGREEMENT Waratah Securities, Sydney and Waratah have entered into a Servicing Agreement with Westpac, as agent (in such capacity, the "Servicing Agent"). Under this agreement, the Servicing Agent will, from time to time, locate and identify potential Sellers and conduct reviews of various Receivables portfolios, credit and collection policies and information and reporting systems and capabilities. After such a review, the Servicing Agent may, in its discretion, refer the name of each Seller, which it approves to Waratah for its approval. Among its duties, the Servicing Agent is responsible for negotiating the terms of Receivable Purchase Agreements with Sellers, providing notices to various parties under Waratah Securities commercial paper programme documents, conducting periodic reviews of Sellers and their respective Receivables portfolios, arranging for foreign exchange hedging of the US CP proceeds, and enforcing the terms of the Receivable Purchase Agreements. BANKRUPTCY PROTECTION Each relevant party to the transaction will be bound by non-petition agreements, thereby agreeing not to institute any bankruptcy or similar insolvency proceedings under the laws of any jurisdiction against Waratah or Waratah Securities for a period of one year and one day after all Commercial Paper Notes have been paid in full. All the obligations of Waratah in all transaction documents are limited recourse. All the obligations of Waratah Securities under the transaction documents, including the Commercial Paper Notes, are limited recourse. The Commercial Paper Notes will be promissory notes, within the meaning given to that term in the Bills of Exchange Act They will include the following statement: The holder of this note has the benefit of the Deed of Charge dated 15 November, 1995 given by Waratah Securities Australia Limited to Westpac Banking Corporation as Australian Security Agent. Without limitation, the holder will be taken to have appointed the Australian Security Agent as its agent under that Charge. If the holder of this note seeks to enforce this note, the benefit under that Charge, or any right under that Charge, it shall be taken to be bound by that Charge and the limitations on recourse to, and remedies against, Waratah 14

15 Securities Australia Limited as if it was a party to that Charge as an Australian Mortgagee. WESTPAC BANKING CORPORATION External Ratings Moody's S & P Short-Term Debt P-1 A-1+ Long-Term Debt Aa2 (Negative) AA (Stable) Westpac, together with its subsidiaries (collectively, the "Group"), is the largest banking organisation in Australia and is engaged in a broad range of banking, financial and related activities in Australia and around the world. At 31 March 2009, the Group's shareholder equity totalled $36.5 billion and total assets equalled $594.2 billion. The Group's activities are conducted in banking (commercial banking and personal banking), institutional banking, finance company activities and funds management. Westpac s Annual Report is available by accessing info/annual reports. 15