Blackstone funds and Perpetual Trustees – HSBC loan portfolio

MN-85047

Virgo BidCo Pty Ltd (**BidCo**), an affiliate of certain funds advised and/or managed by affiliates of Blackstone Inc. (**Blackstone**), proposes to acquire HSBC Bank Australia Limited’s (**HBAU**) portfolio of Australian home and personal loans (the **Acquisition**). BidCo intends to direct that title in these loans be transferred at completion to Perpetual Corporate Trust Limited (**Perpetual**) in its capacity as trustee of three securitisation trusts. Perpetual will appoint Pepper Money Limited under contractual servicing arrangements to undertake the operational management and administration of the loans. Certain home loans originated by HBAU are held within four existing securitisation trusts – the Lion Series 2020-1 Trust, Lion Series 2022 1 Trust, Lion Series 2023-1 Trust and Lion Series 2024-1 Trust (together, the **Lion Trusts**). As part of the Acquisition, BidCo will nominate ABF Whole Loan Pty Ltd (an affiliate of certain funds advised and/or managed by affiliates of Blackstone, and BidCo’s parent) to acquire the sole participation unit and 9 of the 10 residual units in each of the Lion Trusts. Perpetual CT Capital Pty Ltd (a Perpetual Group entity) will acquire 1 of the 10 residual units in each of these trusts. Blackstone is a US-based investment management firm. Perpetual is a Sydney-based trust company and a wholly-owned subsidiary within the Perpetual group of companies (**Perpetual Group**), of which Perpetual Limited is the ultimate parent company. HBAU is the Australian-owned subsidiary of HSBC Holdings plc (including its affiliates, **HSBC**). HBAU currently offers a range of financial services in Australia, including retail banking, private banking, asset management and corporate and institutional banking. HSBC has announced it intends to exit its retail banking operations in Australia.