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BHP Billiton Announces Early Cash Tender Results
BHP Billiton Plc
Registration number 3196209
Registered in England and Wales
Share code: BIL
ISIN: GB0000566504
NEWS RELEASE
Release Time IMMEDIATE
Date 7 March 2017
Release Number 9/17
BHP BILLITON ANNOUNCES EARLY CASH TENDER RESULTS
BHP Billiton announced today the early results of the Maximum Tender Offers
(defined below) as part of its US$2.5 billion bond repurchase plan.
BHP Billiton Finance (USA) Limited (Company), a wholly-owned subsidiary of BHP
Billiton Limited, today announced the early results of its previously announced tender
offers for an aggregate purchase price (excluding accrued interest) of up to
US$863,918,713.32 (the Maximum Tender Offer Cap) of its US$1,250,000,000
3.250% senior notes due 2021 (2021 Notes), its US$1,000,000,000 2.875% senior
notes due 2022 (2022 Notes) and its US$1,500,000,000 3.850% senior notes due
2023 (2023 Notes, and together with the 2021 Notes and the 2022 Notes, the Notes)
(Maximum Tender Offers). The Company has amended the Maximum Tender
Offers to increase the Maximum Tender Offer Cap from US$863,918,713.32 to
US$893,918,713.32.
The Maximum Tender Offers have been made pursuant to the terms and conditions
set forth in the offer to purchase, dated 21 February 2017 (Offer to Purchase), and
the related letter of transmittal and notice of guaranteed delivery (together, Tender
Offer Documents). Terms not defined in this announcement have the meanings
given to them in the Tender Offer Documents.
According to information provided by Global Bondholders Services Corporation, the
tender and information agent for the Maximum Tender Offers, US$2,119,861,000
aggregate principal amount of the Notes were validly tendered prior to or at the Early
Tender Date and not validly withdrawn. This amount includes US$720,022,000
aggregate principal amount of the 2021 Notes, US$642,760,000 aggregate principal
amount of the 2022 Notes and US$757,079,000 aggregate principal amount of the
2023 Notes. The Withdrawal Deadline for the Maximum Tender Offers was 5:00 p.m.,
New York City time, on 6 March 2017.
The pricing of the Total Consideration (as defined in the Offer to Purchase) for each
series of Notes is expect to occur at 11:00 a.m., New York City time, on 7 March
2017. The Company will announce how many Notes of each series were accepted
for purchase, according to the Acceptance Priority Levels (as defined in the Offer to
Purchase), immediately following pricing.
The settlement date for the Notes is expected to be 9 March 2017 (Early Settlement
Date). Holders will also receive accrued and unpaid interest on the Notes validly
tendered and accepted for purchase from the applicable last interest payment date
up to, but not including, the Early Settlement Date.
The Maximum Tender Offers are subject to the satisfaction of certain conditions, as
set forth in the Tender Offer Documents.
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 Maximum 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 Maximum 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 Maximum 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 Maximum 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 Maximum 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 Maximum 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. 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 Maximum 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 Maximum 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 Maximum 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/
Sponsor: UBS South Africa (Pty) Limited
Further information on BHP Billiton can be found at: bhpbilliton.com
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: 07/03/2017 07:05:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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