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Final Results of BHP Billiton 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 March 2017
Release Number 11/17
FINAL RESULTS OF BHP BILLITON BOND REPURCHASE PLAN
BHP Billiton announced today the final results of its bond repurchase plan that was
launched on 21 February 2017.
BHP Billiton has used its strong cash position to fund its US$2.5 billion bond
repurchase plan, including the previously announced planned redemption of its
US$500,000,000 2.050% senior notes due 2018. Early repayment of these bonds
has extended BHP Billiton’s average debt maturity profile and enhanced BHP
Billiton’s capital structure.
Maximum Tender Offers
BHP Billiton Finance (USA) Limited (Company), a wholly-owned subsidiary of BHP
Billiton Limited, today announced the expiration of its previously announced tender
offers for 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 Maximum Tender Offers were 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 (Tender Offer
Documents). Terms not defined in this announcement have the meanings given to
them in the Tender Offer Documents.
The Maximum Tender Offers expired at 11:59 p.m., New York City time, on 20 March
2017 (Expiration Date). As announced on 7 March 2017, the Maximum Tender Offer
Cap of US$893,918,713.32 had been reached as of the Early Tender Date of 6
March 2017.
Redemption
The Company also announced the redemption price that the Company will pay to
redeem in full the US$500 million principal amount outstanding of its 2.050% senior
notes due 2018 (2018 Notes) in accordance with the terms of the 2018 Notes and
the Indenture, between (among others) the Company and The Bank of New York
Mellon, as trustee, under which the 2018 Notes were issued.
The 2018 Notes will be redeemed on 23 March 2017 (Redemption Date) at a “make-
whole” redemption price equal to US$1,020.28 per US$1,000 principal amount of
2018 Notes, which includes accrued and unpaid interest of US$9.85.
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 2018 Notes have the following CUSIP/ISIN designations: CUSIP No.
055451AT5, ISIN No. US055451AT54.
Final Results of Bond Repurchase Plan
With the completion of the recently announced Any and All Offer and the Maximum
Tender Offers and, upon the redemption of the 2018 Notes, the Company will have
repurchased an aggregate principal amount of US$2,340,050,000 of several series of
its outstanding notes, as set out in the table below
Title of Security CUSIP/ISIN Number Principal Amount Purchased
6.500% senior notes due 055451AH1/
US055451AH17
US$979,966,000
2019
3.250% senior notes due
US$720,022,000
2021 055451AL2/
US055451AL29
055451AQ1/
2.875% senior notes due US$140,062,000
US055451AQ16
2022
3.850% senior notes due
055451AU2/ US$0
2023
US055451AU28
2.050% senior notes due 055451AT5/
US$500,000,000
2018 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.
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
made any recommendation, or expressed an opinion, as to whether or not Holders
should tender their Notes, or refrain from doing so, pursuant to the Maximum Tender
Offers.
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.
United Kingdom. The communication of the Offer to Purchase and any other
documents or materials relating to the Maximum Tender Offers were 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 were 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 was 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 were 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.
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: 22/03/2017 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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