Filed Pursuant to Rule 433
Registration Statement No. 333-283007
Free Writing Prospectus
(To the Preliminary Prospectus Supplement dated November 12, 2024 and Prospectus dated November 5, 2024)
November 12, 2024
US$750,000,000 4.600% Notes due October 20, 2026
US$750,000,000 Floating Rate Notes due October 20, 2026
US$750,000,000 4.600% Notes due October 20, 2026
| Issuer: | Westpac Banking Corporation |
| Principal Amount: | US$750,000,000 |
| Ranking: | Senior Unsecured |
| Expected Ratings: | Aa2 / AA- (Moody’s / S&P Global Ratings)* |
| Format: | SEC Registered Global Notes |
| Trade Date: | November 12, 2024 |
| Issue Date: | November 20, 2024 (T+6) |
| Since trades in the secondary market generally settle in one business day, purchasers who wish to trade notes on the date hereof or the next four succeeding business days will be required, by virtue of the fact that the notes initially settle in T+6, to specify alternative settlement arrangements to prevent a failed settlement. | |
| Maturity Date: | October 20, 2026 |
| Interest Rate: | 4.600% |
| Price to Public: | 99.975% |
| Benchmark Treasury: | UST 4.125% due October 31, 2026 |
| Benchmark Treasury Price and Yield: | 99-19 ⅜ / 4.336% |
| Re-offer Spread to Benchmark Treasury: | plus 28 basis points |
| Re-offer Yield: | 4.616% |
| Fees: | 10 basis points |
| All-in Price: | 99.875% |
| Interest Payment Dates: | Payable semi-annually in arrears on April 20 and October 20 of each year, commencing April 20, 2025 and ending on the Maturity Date, subject to Business Day Convention. |
| There will be a short first coupon payable on April 20, 2025, subject to Business Day Convention. | |
| Day Count Convention: | 30/360, unadjusted |
| Net Proceeds: | US$749,062,500 |
| Business Days: | Each Monday, Tuesday, Wednesday, Thursday and Friday that is not a day on which banking institutions in Sydney, Australia, New York, New York, or London, United Kingdom are authorized or obligated by law or executive order to close. |
| Business Day Convention: | Any payment of principal, premium and interest required to be made on an Interest Payment Date that is not a Business Day will be made on the next succeeding Business Day, and no interest will accrue on that payment for the period from and after the Interest Payment Date to the date of payment on the next succeeding Business Day |
| Denominations: | Minimum of US$2,000 with increments of US$1,000 thereafter |
| CUSIP: | 961214 FV0 |
| ISIN: | US961214FV03 |
| Joint Active Bookrunners: | BofA Securities, Inc. |
| Citigroup Global Markets Inc. | |
| HSBC Securities (USA) Inc. | |
| RBC Capital Markets, LLC | |
| Westpac Banking Corporation | |
| Co-Managers: | CIBC World Markets Corp. |
| Crédit Agricole Corporate & Investment Bank | |
| Natixis Securities Americas LLC | |
| Scotia Capital (USA) Inc. | |
| Defined Terms: | Capitalized terms not defined in this term sheet have the meaning given in the Preliminary Prospectus Supplement and the Prospectus. |
| Concurrent Offering: | The Issuer expects to issue and sell on the Issue Date US$1,500,000,000 aggregate principal amount of 5.618% Subordinated Notes due 2035. |
US$750,000,000 Floating Rate Notes due October 20, 2026
| Issuer: | Westpac Banking Corporation |
| Principal Amount: | US$750,000,000 |
| Ranking: | Senior Unsecured |
| Expected Ratings: | Aa2 / AA- (Moody’s / S&P Global Ratings)* |
| Format: | SEC Registered Global Notes |
| Trade Date: | November 12, 2024 |
| Issue Date: | November 20, 2024 (T+6) |
| Since trades in the secondary market generally settle in one business day, purchasers who wish to trade notes on the date hereof or the next four succeeding business days will be required, by virtue of the fact that the notes initially settle in T+6, to specify alternative settlement arrangements to prevent a failed settlement. | |
| Maturity Date: | October 20, 2026 |
| Price to Public: | 100.000% |
| Interest Rate: | The interest rate on the Notes for each period will be equal to Compounded SOFR (as defined herein) plus the Margin. |
| Compounded SOFR: | A compounded average of daily SOFR determined for each quarterly floating rate Interest Period in accordance with the specific formula described under “Description of the Notes—Floating Rate Notes—Secured Overnight Financing Rate” in the Preliminary Prospectus Supplement. |
| Margin: | plus 46 basis points |
| Fees: | 10 basis points |
| All-in Price: | 99.900% |
| Interest Periods: | Each quarterly period from, and including, a floating rate Interest Payment Date to, but excluding, the next floating rate Interest Payment Date (or, in the case of the final floating rate Interest Period, the Maturity Date). |
| Interest Payment Dates: | Payable quarterly in arrears on January 20, April 20, July 20 and October 20 of each year, commencing January 20, 2025 subject to Business Day Convention. |
| There will be a short first coupon payable on January 20, 2025, subject to Business Day Convention. | |
| Interest Payment Determination Date: | The date two U.S. Government Securities Business Days before each floating rate Interest Payment Date. |
| Observation Period: | In respect of each floating rate Interest Period, the period from, and including, the date two U.S. Government Securities Business Days preceding the first date in such floating rate Interest Period to, but excluding, the date two U.S. Government Securities Business Days preceding the floating rate Interest Payment Date for such floating rate Interest Period. |
| Day Count Convention: | Actual/360 |
| Net Proceeds: | US$749,250,000 |
| Business Days: | Each Monday, Tuesday, Wednesday, Thursday and Friday that is not a day on which banking institutions in Sydney, Australia, New York, New York, or London, United Kingdom are authorized or obligated by law or executive order to close. |
| Business Day Convention: | If any Interest Payment Date would fall on a day that is not a Business Day, other than the Interest Payment Date that is also the date of maturity for the notes, that Interest Payment Date will be postponed to the following day that is a Business Day, except that if such next Business Day is in a different month then that Interest Payment Date will be the immediately preceding day that is a Business Day. |
| If the date of maturity is not a Business Day, payment of principal and interest will be made on the following day that is a Business Day and no interest will accrue for the period from and after such date of maturity. | |
| Denominations: | Minimum of US$2,000 with increments of US$1,000 thereafter |
| CUSIP: | 961214 FX6 |
| ISIN: | US961214FX68 |
| Joint Active Bookrunners: | BofA Securities, Inc. |
| Citigroup Global Markets Inc. | |
| HSBC Securities (USA) Inc. | |
| RBC Capital Markets, LLC | |
| Westpac Banking Corporation | |
| Co-Managers: | CIBC World Markets Corp. |
| Crédit Agricole Corporate & Investment Bank Natixis Securities Americas LLC Scotia Capital (USA) Inc. | |
| Defined Terms: | Capitalized terms not defined in this term sheet have the meaning given in the Preliminary Prospectus Supplement and the Prospectus. |
| Concurrent Offering: | The Issuer expects to issue and sell on the Issue Date US$1,500,000,000 aggregate principal amount of 5.618% Subordinated Notes due 2035. |
Free Writing Prospectus
(To the Preliminary Prospectus Supplement dated November 12, 2024 and Prospectus dated November 5, 2024)
*A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision, withdrawal or suspension at any time.
No PRIIPs KID – No PRIIPs key information document (KID) has been prepared as not available to retail in EEA or the United Kingdom.
The Issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the Issuer has filed with the SEC for more complete information about the Issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the Issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling BofA Securities, Inc. toll-free at 1-800-294-1322, Citigroup Global Markets Inc. toll-free at 1-800-831-9146, HSBC Securities (USA) Inc. toll-free at 1-866-811-8049, RBC Capital Markets, LLC toll-free at 1-866-375-6829 or Westpac Banking Corporation at 1-212-389-1269.