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BHP launches U.S. 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 22 August 2017
Release Number 23/17
BHP launches U.S. bond repurchase plan
BHP announced today that the Board has approved a global multi-currency bond
repurchase plan. The multi-currency plan will comprise of two separate transactions,
one targeting certain bonds issued under BHP’s U.S. debt capital markets
programme and another targeting certain bonds issued under the Euro Medium-Term
Notes Programme. The multi-currency plan will be subject to a global aggregate cap
of US$2.5 billion and will be funded by BHP’s strong US$14.2 billion cash position.
Any early repurchase of bonds under either transaction will extend BHP’s average
debt maturity profile and enhance the group’s capital structure.
The U.S. bond repurchase plan will target 2021, 2022 and 2023 US dollar
denominated Notes.
Tender Offers
BHP Billiton Finance (USA) Limited (the Company), a wholly-owned subsidiary of
BHP Billiton Limited, today announced that it is offering to purchase for cash (the
Tender Offers), upon the terms and subject to the conditions set forth in the offer to
purchase, dated 21 August 2017 (the Offer to Purchase), its outstanding
US$529,978,000 3.250% Senior Notes due 2021, its US$859,938,000 2.875%
Senior Notes due 2022 and its US$1,500,000,000 3.850% Senior Notes due 2023
(together, the Notes), from holders of any of the Notes. BHP has also initiated a
separate and concurrent tender offer for 6 series of notes (the Euro Notes)
outstanding under BHP’s Euro Medium-Term Note Programme (the Euro Tender
Offers). The Euro Tender Offers are being made pursuant to a separate tender offer
memorandum and solely to qualified investors that are outside the United States. In
respect of the Tender Offers, the Company will only accept for purchase Notes up to
an aggregate purchase price (excluding accrued and unpaid interest) that will not
exceed an amount equal to US$2,500,000,000 less the aggregate purchase price
(excluding accrued and unpaid interest) of the Euro Notes validly tendered and
accepted for purchase in the Euro Tender Offers (the Offer Cap). The terms and
conditions of the Tender Offers are described in the Offer to Purchase. Terms not
defined in this announcement have the meanings given to them in the Offer to
Purchase. BHP will announce the Offer Cap for the Tender Offers upon the
announcement of the results of the Euro Tender Offers.
Notes purchased in the Tender Offers will be retired and cancelled.
The following table sets forth certain information relating to the pricing for the Tender
Offers.
Up to the Offer Cap
of the Notes Listed Below
U.S. Early
Acceptance Treasury Bloomberg Tender
Title of CUSIP/ISIN Principal Amount Priority Reference Reference Fixed Payment
(a)
Security Number Outstanding Level Security Page Spread
3.850%
Senior 1.875%
Notes due 055451AU2/ U.S.T. due
2023 US055451AU28 US$1,500,000,000 1 07/31/22 PX1 55 bps US$30
2.875%
Senior 1.875%
Notes due 055451AQ1/ U.S.T. due
2022 US055451AQ16 US$859,938,000 2 07/31/22 PX1 35 bps US$30
3.250%
Senior 1.875%
Notes due 055451AL2/ U.S.T. due
2021 US055451AL29 US$529,978,000 3 07/31/22 PX1 15 bps US$30
(a) Per US$1,000 principal amount of Notes validly tendered and not validly withdrawn at or prior to the Early
Tender Date (as defined below) and accepted for purchase in the applicable Offer; included in the Total
Consideration.
The Tender Offers for the Notes will expire at 11:59 p.m., New York City time, on 21
September 2017 (the 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 Notes prior to or at 5:00 p.m., New York City time, on 7 September 2017 (such
date and time, as it may be extended with respect to a series of 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 Notes after the Early
Tender Date but prior to or at the applicable Expiration Date, Holders will only be
eligible to receive the applicable Late Tender Offer Consideration plus accrued
interest.
Notes tendered may be withdrawn prior to or at, but not after, 5:00 p.m. New York
City time, on 7 September 2017 (such date and time, as it may be extended with
respect to a series of Notes, the 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 Tender Offers, the Company will only accept for purchase Notes
up to an aggregate purchase price (excluding accrued interest) that will not exceed
the Offer Cap. The Offer Cap will not be determined until the aggregate purchase
price of the Euro Notes validly tendered and accepted for purchase by BHP in the
Euro Tender Offers is determined. BHP will announce the Offer Cap for the Tender
Offers upon the announcement of the results of the Euro Tender Offers. The
Company reserves the right, but is under no obligation, to increase the Offer Cap in
respect of the Tender Offers at any time, subject to applicable law, which could result
in the Company purchasing a greater aggregate principal amount of Notes in the
Tender Offers.
All Notes tendered prior to or at the Early Tender Date will have priority over Notes
tendered after the Early Tender Date, regardless of the acceptance priority levels
noted above (the Acceptance Priority Levels). The purchase of any series of Notes
is not conditioned upon the purchase of any other series of Notes. However, any
Notes validly tendered in the Tender Offers and accepted for purchase will be
accepted for purchase by the Company based on the 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 Notes 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 Notes 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
business day following the Early Tender Date, plus (ii) the fixed spread applicable to
such series, as set forth in the table above (the 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 Notes from, and including, the most recent interest payment
date prior to the Early Settlement Date up to, but not including, the Early Settlement
Date (as defined in the Offer to Purchase). The Reference Yield means the bid side
yield of the applicable reference security listed in the table above (the Reference
Security) for such series. The Total Consideration includes the Early Tender
Payment (as defined below) for the applicable series of Notes set forth in the table
above.
Holders of 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.
Holders of any Notes that are validly tendered after the Early Tender Date but prior to
or at the Expiration Date and that are accepted for purchase will receive the
applicable Total Consideration minus an amount in cash (the Early Tender
Payment) equal to the applicable amount set forth in the table above under the
heading “Early Tender Payment.” Total Consideration minus the Early Tender
Payment is referred to as the “Late Tender Offer Consideration.”
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. 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, their
respective boards of directors, 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, 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 (the 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 this 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 Global Coordinators and Lead Dealer Managers for the Tender Offers are:
Deutsche Bank Securities UBS Investment Bank
60 Wall Street, 2nd Floor 5 Broadgate
New York, New York 10005 London EC2M 2QS
USA United Kingdom
Attn: Liability Management Group Attn: Liability Management Group
Collect: +1 (212) 250-2955 Collect: +1 (203) 719-4210
U.S. Toll-Free:+1 (866) 627-0391
U.S. Toll-Free: +1 (888) 719-4210
In Europe: +44 20 7568 2133
Email: ol-liabilitymanagement-
eu@ubs.com
The Lead Dealer Managers for the Tender Offers are:
J.P. Morgan MUFG
383 Madison Avenue 1221 Avenue of the Americas, 6th Floor
New York, New York 10179 New York, New York 10020
USA USA
Attn: Liability Management Group Attn: Liability Management
Collect: +1 (212) 834-8553 U.S.: +1 (212) 405-7481
U.S. Toll-Free: +1 (866) 834-4666 U.S. Toll-Free: +1 (877) 744-4532
Email: JPM_LM@jpmorgan.com Int’l: +44 20 7577 4048/4218
Email: DCM-LM@int.sc.mufg.jp
The Co-Dealer Managers for the Tender Offers are:
BBVA Mizuho Securities SMBC Nikko
1345 Avenue of the 320 Part Avenue 277 Park Avenue
th
Americas, 44 Floor New York, New York 10022 New York, New York 10172
New York, New York 10105 USA USA
USA
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
Further information on BHP can be found at: bhp.com
Sponsor: UBS South Africa (Pty) Limited
Media Relations Investor Relations
Email: media.relations@bhpbilliton.com Email: investor.relations@bhpbilliton.com
Australia and Asia Australia and Asia
Ben Pratt Tara Dines
Tel: +61 3 9609 3672 Mobile: +61 419 968 734 Tel: +61 3 9609 2222 Mobile: +61 499 249 005
Fiona Hadley Andrew Gunn
Tel: +61 3 9609 2211 Mobile: +61 427 777 908 Tel: +61 3 9609 3575 Mobile: +61 402 087 354
United Kingdom and South Africa United Kingdom and South Africa
Neil Burrows Rob Clifford
Tel: +44 20 7802 7484 Mobile: +44 7786 661 683 Tel: +44 20 7802 4131 Mobile: +44 7788 308 844
North America Elisa Morniroli
Tel: +44 20 7802 7611 Mobile: +44 7825 926 646
Bronwyn Wilkinson
Mobile: +1 604 340 8753 Americas
Judy Dane James Wear
Tel: +1 713 961 8283 Mobile: +1 713 299 5342 Tel: +1 713 993 3737 Mobile: +1 347 882 3011
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: Nova South, 160 Victoria Street
Melbourne Victoria 3000 Australia London SW1E 5LB 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 Group which is
headquartered in Australia
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