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BHP BILLITON PLC - BHP Billiton Launches Bond Repurchase Plan

Release Date: 21/02/2017 08:17
Code(s): BIL     PDF:  
Wrap Text
BHP Billiton Launches Bond Repurchase Plan

BHP Billiton Plc
Registration number 3196209
Registered in England and Wales
Share code: BIL
ISIN: GB0000566504




NEWS RELEASE

Release Time       Immediate
Date               21 February 2017
Release Number     6/17



BHP BILLITON LAUNCHES BOND REPURCHASE PLAN

BHP Billiton announced today that the Board has approved a bond repurchase plan
of up to US$2.5 billion. The plan will target 2018, 2019, 2021, 2022 and 2023 US
dollar denominated notes and be funded by BHP Billiton’s strong US$14 billion cash
position. Early repayment of these bonds will extend the Group’s average debt
maturity profile and enhance BHP Billiton’s capital structure.

BHP Billiton Finance (USA) Limited announces offers to purchase up to
US$1,950,000,000 aggregate purchase price (excluding accrued interest) of the
2019, 2021, 2022 and 2023 notes, and the redemption of its US$500,000,000
2.050% senior notes due 2018.

Tender Offers

BHP Billiton Finance (USA) Limited (Company), a wholly-owned subsidiary of BHP
Billiton Limited, today announced that it is offering to purchase for cash (Tender
Offers), upon the terms and subject to the conditions set forth in the offer to
purchase, dated 21 February 2017 (Offer to Purchase), any and all of its
outstanding US$1,750,000,000 6.500% senior notes due 2019 (Any and All Notes)
(Any and All Offer) and its US$1,250,000,000 3.250% senior notes due 2021, its
US$1,000,000,000 2.875% senior notes due 2022 and its US$1,500,000,000 3.850%
senior notes due 2023 (together, the Maximum Tender Offer Notes, and together
with the Any and All Notes, the Securities), from holders of any of the Securities.
The Company will only accept for purchase Maximum Tender Offer Notes up to an
aggregate purchase price (excluding accrued interest) that will not exceed an amount
equal to US$1,950,000,000 less the aggregate purchase price (excluding accrued
interest) of the Any and All Notes validly tendered and accepted for purchase in the
Any and All Offer (Maximum Tender Offer Cap). The terms and conditions of the
Tender Offers are described in the Offer to Purchase and the related letter of
    transmittal and notice of guaranteed delivery. Terms not defined in this
    announcement have the meanings given to them in the Offer to Purchase.

    Securities purchased in the Tender Offers will be retired and cancelled.

    Copies of the Offer to Purchase and related documentation can be found at:
    http://gbsc-usa.com/bhpbilliton/

    The following table sets forth certain information relating to the pricing for the Tender
    Offers.

                                        Any and All Notes Listed Below
                                                                                    Bloomberg
                                                                 U.S. Treasury      Reference
           Title of        CUSIP/ISIN      Principal Amount       Reference            Page
          Security          Number            Outstanding          Security                         Fixed Spread

      6.500% senior
        notes due         055451AH1/                             1.125% U.S.T.
          2019           US055451AH17      US$1,750,000,000       due 01/31/19         PX1              10 bps

                                 Up to the Maximum Tender Offer Cap
                           of the Maximum Tender Offer Notes Listed Below
                                                                                   Bloomberg
                                                   Acceptance     U.S. Treasury    Reference
  Title of       CUSIP/ISIN    Principal Amount      Priority      Reference          Page        Fixed    Early Tender
 Security         Number          Outstanding         Level         Security                     Spread     Payment(a)

  3.250%        055451AL2/
senior notes    US055451AL                                        1.875% U.S.T.                             US$30 per
 due 2021           29     US$1,250,000,000              1         due 01/31/22        PX1       25 bps     US$1,000

  2.875%        055451AQ1/
senior notes    US055451A                                         1.875% U.S.T.                             US$30 per
 due 2022          Q16         US$1,000,000,000          2         due 01/31/22        PX1       30 bps     US$1,000

  3.850%        055451AU2/
senior notes    US055451A                                         1.875% U.S.T.                             US$30 per
 due 2023          U28         US$1,500,000,000          3         due 01/31/22        PX1       65 bps     US$1,000


    (a)      The Total Consideration for Maximum Tender Offer Notes validly tendered prior to or at the Early Tender
             Date (as defined below) and accepted for purchase is calculated using the applicable Fixed Spread (as
             defined below) and is inclusive of the Early Tender Payment.



    The Any and All Offer will expire at 5:00 p.m., New York City time, on 27 February
    2017 (Any and All Expiration Date), and the Tender Offers for the Maximum Tender
    Offer Notes (Maximum Tender Offers) will expire at 11:59 p.m., New York City time,
    on 20 March 2017 (Maximum Tender Expiration Date), or, in each case, any other
    date and time to which the Company extends the applicable Tender Offer. Holders
    must validly tender their Any and All Notes prior to or at the Any and All Expiration
    Date, and their Maximum Tender Offer Notes prior to or at 5:00 p.m., New York City
    time, on 6 March 2017 (such date and time, as it may be extended with respect to a
series of Maximum Tender Offer Notes, the Early Tender Date), to be eligible to
receive the applicable Total Consideration (as defined below) plus accrued interest. If
Holders validly tender their Maximum Tender Offer Notes after the Early Tender Date
but prior to or at the applicable Maximum Tender Expiration Date, Holders will only
be eligible to receive the applicable Late Tender Offer Consideration plus accrued
interest.

Any and All Notes tendered may be withdrawn prior to or at, but not after, 5:00 p.m.,
New York City time, on 27 February 2017, and Maximum Tender Offer Notes
tendered may be withdrawn prior to or at, but not after, 5:00 p.m. New York City time,
on 6 March 2017 (each such applicable date and time, as it may be extended with
respect to a series of Any and All Notes or Maximum Tender Offer Notes, the
applicable Withdrawal Deadline). The Tender Offers are subject to the satisfaction
of certain conditions, as set forth in the Offer to Purchase.

With respect to the Maximum Tender Offers, the Company will only accept for
purchase Maximum Tender Offer Notes up to an aggregate purchase price
(excluding accrued interest) that will not exceed the Maximum Tender Offer Cap. The
Maximum Tender Offer Cap will not be determined until the aggregate purchase price
of the Any and All Notes validly tendered and accepted for purchase by the Company
in the Any and All Offer is determined. The Company reserves the right, but is under
no obligation, to increase the Maximum Tender Offer Cap in respect of the Maximum
Tender Offers at any time, subject to applicable law, which could result in the
Company purchasing a greater aggregate principal amount of Maximum Tender Offer
Notes in the Maximum Tender Offers.

All Maximum Tender Offer Notes tendered prior to or at the Early Tender Date will
have priority over Maximum Tender Offer Notes tendered after the Early Tender
Date, regardless of the acceptance priority levels noted above (Acceptance Priority
Levels). The purchase of any series of Securities is not conditioned upon the
purchase of any other series of Securities. However, any Maximum Tender Offer
Notes validly tendered in the Maximum Tender Offers and accepted for purchase will
be accepted for purchase by the Company based on the Maximum Tender Offer Cap
and the Acceptance Priority Levels, each as more fully described in the Offer to
Purchase.

The Total Consideration payable for each series of Securities will be a price per
US$1,000 principal amount of such Series that would reflect a yield to the applicable
maturity date of such series of Securities equal to the sum of (i) the Reference Yield
(as defined below) for such series, determined at 11:00 a.m. (New York City time), on
the Any and All Expiration Date in the case of the Any and All Offer and 11:00 a.m.
(New York City time) on the business day following the Early Tender Date in the case
of the Maximum Tender Offers, plus (ii) the fixed spread applicable to such series, as
set forth in the tables above (Fixed Spread), in each case (as set out in the
calculation in Schedule A of the Offer to Purchase) minus accrued and unpaid
interest on the Securities from, and including, the most recent interest payment date
prior to the applicable settlement date up to, but not including, the Any and All
Settlement Date or the Maximum Early Tender Settlement Date (both as defined in
the Offer to Purchase), as applicable. The Reference Yield means the bid side yield
of the applicable reference security listed in the tables above (Reference Security)
for such series. The Total Consideration includes the Early Tender Payment (as
defined below) for the applicable series of Securities set forth in the tables above.

Holders of Maximum Tender Offer Notes that are validly tendered and not validly
withdrawn at or prior to the Early Tender Date and accepted for purchase will receive
the applicable Total Consideration.

The Total Consideration, as calculated using the Fixed Spread for each series of
Maximum Tender Offer Notes set forth in the second table above, is inclusive of the
Early Tender Payment. Holders of any Maximum Tender Offer Notes that are validly
tendered after the Early Tender Date but prior to or at the Maximum Tender
Expiration Date and that are accepted for purchase will receive the applicable Total
Consideration minus an amount in cash (Early Tender Payment) equal to the
applicable amount set forth in the second table above under the heading “Early
Tender Payment.” Total Consideration minus the Early Tender Payment is referred to
as the “Late Tender Offer Consideration.”

Redemption of 2018 Notes

Additionally, the Company is exercising its option to redeem in full the entire
outstanding US$500,000,000 principal amount of its 2.050% senior notes due 2018
(2018 Notes) in accordance with the terms of the 2018 Notes and the Indenture,
between the Company and The Bank of New York Mellon, as trustee, under which
the 2018 Notes were issued.

The Notes will be redeemed in full on 23 March 2017 (Redemption Date) at a
redemption price equal to the greater of (i) 100% of the principal amount of the 2018
Notes to be redeemed and (ii) as certified to the trustee by us, the sum of the present
values of the Remaining Scheduled Payments discounted to the date of redemption
on a semiannual basis (assuming a 360-day year consisting of twelve 30-day
months) at the Treasury Rate (as defined in the indenture governing the 2018 Notes)
plus a spread of 15 basis points (Redemption Price), together with accrued interest
on the principal amount of the 2018 Notes to be redeemed to the Redemption Date.

On and after the Redemption Date, the 2018 Notes will no longer be deemed
outstanding, interest on the 2018 Notes will cease to accrue, and all rights of the
holders of the 2018 Notes will terminate, except for the right to receive such
redemption payment upon surrender of the 2018 Notes.

The Company will announce the Redemption Price prior to the Redemption Date.
The 2018 Notes have the following CUSIP/ISIN designations: CUSIP No.
055451AT5, ISIN No. US055451AT54.

Legal Notices

This announcement is for informational purposes only and is not an offer to purchase,
a solicitation of an offer to purchase or a solicitation of consents with respect to any
securities. This announcement does not describe all the material terms of the Tender
Offers and no decision should be made by any Holder on the basis of this
announcement. The terms and conditions of the Tender Offers are described in the
Offer to Purchase and the related letter of transmittal and notice of guaranteed
delivery. This announcement must be read in conjunction with the Offer to Purchase.
The Offer to Purchase contains important information which should be read carefully
before any decision is made with respect to the Tender Offers. If any Holder is in any
doubt as to the contents of this announcement, or the Offer to Purchase, or the
action it should take, it is recommended to seek its own financial and legal advice,
including in respect of any tax consequences, immediately from its stockbroker, bank
manager, solicitor, accountant or other independent financial, tax or legal adviser.
Any individual or company whose Notes are held on its behalf by a broker, dealer,
bank, custodian, trust company or other nominee must contact such entity if it wishes
to tender such Notes pursuant to the Tender Offers.

None of the Company, the Guarantors, the Dealer Managers or their affiliates, the
Tender and Information Agent, the Notes trustee or any of their respective affiliates
makes any recommendation, or has expressed an opinion, as to whether or not
Holders should tender their Notes, or refrain from doing so, held by them pursuant to
the Tender Offers. Each Holder should make its own decision as to whether to tender
its Notes and if so, the principal amount of the Notes to tender.

The Company has not filed this announcement or the Offer to Purchase with,
and they have not been reviewed by, any federal or state securities
commission or regulatory authority of any country. No authority has passed
upon the accuracy or adequacy of the Tender Offers, and it is unlawful and
may be a criminal offense to make any representation to the contrary.

The Offer to Purchase does not constitute an offer to purchase Notes in any
jurisdiction in which, or to or from any person to or from whom, it is unlawful to make
such offer under applicable securities or blue sky laws. The distribution of the Offer to
Purchase in certain jurisdictions is restricted by law. Persons into whose possession
the Offer to Purchase comes are required by each of the Company, the Guarantors,
the Dealer Managers and the Tender and Information Agent to inform themselves
about, and to observe, any such restrictions.
United Kingdom. The communication of the Offer to Purchase and any other
documents or materials relating to the Tender Offers is not being made by, and such
documents and/or materials have not been approved, by an authorized person for
the purposes of section 21 of the Financial Services and Markets Act 2000, as
amended. Accordingly, the Offer to Purchase and such documents and/or materials
are not being distributed to, and must not be passed on to, the general public in the
United Kingdom. The communication of the Offer to Purchase and such documents
and/or materials as a financial promotion is only being directed at and made to (i)
persons who are outside the United Kingdom, (ii) investment professionals (as
defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005, as amended (Financial Promotion Order)), (iii) high net
worth entities and other parties falling within Article 49(2)(a) to (d) of the Financial
Promotion Order, or (iv) any other persons to whom it may otherwise lawfully be
communicated (all such persons together being referred to as Relevant Persons)
and the transactions contemplated herein will be available only to, and engaged in
only with, Relevant Persons. Any person who is not a Relevant Person should not act
on or rely on the Offer to Purchase or any of its contents.

Australia. No prospectus or other disclosure document (as defined in the
Corporations Act 2001 (Cth) (Corporations Act)) in relation to the Tender Offers has
been or will be lodged with the Australian Securities and Investments Commission
(ASIC) or any other regulatory authority in Australia and the Offer to Purchase does
not comply with Division 5A of Part 7.9 of the Corporations Act. In addition:
   - no offers or applications will be made or invited for the purchase of Any and All
      Notes in Australia (including an offer or invitation which is received by a
      person in Australia); and
   - the Offer to Purchase and any other offering material or advertisement relating
      to Any and All Notes will not be distributed or published in Australia, unless (i)
      such action complies with all applicable laws, directives and regulations
      (including, without limitation, the licensing requirements set out in Chapter 7 of
      the Corporations Act); (ii) such action does not require any document to be
      lodged with ASIC or any other regulatory authority in Australia; and (iii) the
      offer or invitation is made in circumstances specified in Corporations
      Regulation 7.9.97.

If you are a resident of Australia, you have been sent the Offer to Purchase on the
basis that you are a wholesale client for the purposes of Section 761G of the
Corporations Act or otherwise a person to whom disclosure is not required under Part
6D.2 or Chapter 7 of the Corporations Act.
                   The Joint Lead Dealer Managers for the Tender Offers are:

    BofA Merrill Lynch           Citigroup Global Markets       RBC Capital Markets, LLC
214 North Tryon Street, 14th                 Limited                   Brookfield Place
             Floor                      Citigroup Centre         200 Vesey Street, 8th Fl
  Charlotte, North Carolina             Canada Square               New York, NY 10281
            28255                        Canary Wharf                        USA
                                        London E14 5LB
              USA                                               Attn: Liability Management
                                        United Kingdom
 Attn: Liability Management      Attn: Liability Management                Group
            Group                             Group             U.S. Toll-Free: +1 877 381
 U.S. Toll-Free: +1 888 292      U.S. Toll-Free: +1 800 558                 2099
             0070                             3745                U.S.: +1 212 618 7822
  Collect: +1 980 387-3907         U.S.: +1 212 723 6106        London: +44 20 7029 7063
 London: +44 20 7996 5420        London: +44 20 7986 8969                  Email:
            Email:                            Email:          liability.management@rbccm.
DG.LM_EMEA@BAML.com            liabilitymanagement.europe@                   com
                                             citi.com

                       The Co-Dealer Managers for the Tender Offers are:

      BNP PARIBAS                 CIBC Capital Markets                     HSBC
   10 Harewood Avenue                 150 Cheapside                  8 Canada Square
    London NW1 6AA                   London EC2V 6ET                 London E14 5HQ
      United Kingdom                  United Kingdom                  United Kingdom
Attn: Liability Management     Attn: Execution Management       Attn: Liability Management
                                           Group                           Group
           Group


           Société Générale Corporate &                   UBS Investment Bank
                Investment Banking                    1285 Avenue of the Americas
                 10 Bishops Square                         New York, NY 10019
                   London E1 6EG                                     USA
                   United Kingdom                   Attn: Liability Management Group
             Attn: Liability Management

                   The Tender and Information Agent for the Tender Offers is:

                          Global Bondholders Services Corporation
                                    65 Broadway – Suite 404
                                   New York, New York 10006
                                  Attention: Corporate Actions
                         Bank and Brokers Call Collect: (212) 430-3774
                        All Others Please Call Toll-Free: (866) 470-3800
                             Fax: (212) 430-3775 or (212) 430-3779
Copies of the Offer to Purchase and related documentation can be found at:
http://gbsc-usa.com/bhpbilliton/

Further information on BHP Billiton can be found at: bhpbilliton.com

Sponsor: UBS South Africa (Pty) Limited

Media Relations                                   Investor Relations

Australia and Asia                                Australia and Asia

Matthew Martyn-Jones                              Tara Dines
Tel: +61 3 9609 2360 Mobile +61 419 418 394       Tel: +61 3 9609 2222 Mobile: +61 499 249 005
Email: Matthew.Martyn-Jones@bhpbilliton.com       Email: Tara.Dines@bhpbilliton.com

Paul Hitchins                                     Andrew Gunn
Tel: +61 3 9609 2592 Mobile +61 419 315 001       Tel: +61 3 9609 3575 Mobile: +61 402 087 354
Email: Paul.Hitchins@bhpbilliton.com              Email: Andrew.Gunn@bhpbilliton.com

Fiona Hadley                                      United Kingdom and South Africa
Tel: +61 3 9609 2211 Mobile +61 427 777 908
Email: Fiona.Hadley@bhpbilliton.com               Rob Clifford
                                                  Tel: +44 20 7802 4131 Mobile: +44 7788 308 844
Amanda Saunders                                   Email: Rob.Clifford@bhpbilliton.com
Tel: +61 3 9609 3985 Mobile +61 417 487 973
Email: Amanda.Saunders@bhpbilliton.com            Elisa Morniroli
                                                  Tel: +44 20 7802 7611 Mobile: +44 7825 926 646
United Kingdom and South Africa                   Email: Elisa.Morniroli@bhpbilliton.com

Ruban Yogarajah                                   Americas
Tel: +44 207 802 4033 Mobile +44 7827 082 022
Email: Ruban.Yogarajah@bhpbilliton.com            James Wear
                                                  Tel: +1 212 310 1421 Mobile: +1 347 882 3011
North America                                     Email: James.Wear@bhpbilliton.com

Bronwyn Wilkinson
Mobile: +1 604 340 8753
Email: Bronwyn.Wilkinson@bhpbilliton.com


BHP Billiton Limited ABN 49 004 028 077           BHP Billiton Plc Registration number 3196209
LEI WZE1WSENV6JSZFK0JC28                          LEI 549300C116EOWV835768
Registered in Australia                           Registered in England and Wales
Registered Office: Level 18, 171 Collins Street   Registered Office: Neathouse Place
Melbourne Victoria 3000 Australia                 London SW1V 1LH United Kingdom
Tel +61 1300 55 4757 Fax +61 3 9609 3015          Tel +44 20 7802 4000 Fax +44 20 7802 4111


Members of the BHP Billiton Group which is
headquartered in Australia


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Date: 21/02/2017 08:17:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
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