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BHP announces pricing of the US Tender Offers
BHP Billiton Plc
Registration number 3196209
Registered in England and Wales
Share code: BIL
ISIN: GB0000566504
NEWS RELEASE
Release Time IMMEDIATE
Date 8 September 2017
Release Number 29/17
BHP announces pricing of the US Tender Offers
BHP announced today the final pricing of the Tender Offers as part of its global multi-
currency bond repurchase plan.
BHP Billiton Finance (USA) Limited (the Company), a wholly-owned subsidiary of
BHP Billiton Limited, announced the pricing as set forth in the table below of its
previously announced tender offers for its US$529,978,000 3.250% Senior Notes
due 2021 (the 2021 Notes), its US$859,938,000 2.875% Senior Notes due 2022 (the
2022 Notes) and its US$1,500,000,000 3.850% Senior Notes due 2023 (the 2023
Notes, and together with the 2021 Notes and the 2022 Notes, the Notes) (the
Tender Offers).
As announced on 31 August 2017, the Company will spend up to US$1,000,000,000
aggregate purchase price (excluding accrued and unpaid interest) in the Tender
Offers (the Offer Cap). Because the Offer Cap has been reached, the Company
does not expect to accept for purchase any Notes tendered after the Early Tender
Date.
U.S.
Principal Treasury
CUSIP/ISIN Acceptance Amount to be Fixed Reference Reference Total
Title of Security Number Priority Level Purchased Spread Security Yield(a) Consideration(a)
1.875%
3.850% Senior 055451AU2/ U.S.T. due
Notes due 2023 US055451AU28 1 US$765,587,000 55 bps 01/31/22 1.661% US$1,092.33
1.875%
2.875% Senior 055451AQ1/ U.S.T. due
Notes due 2022 US055451AQ16 2 US$157,945,000 35 bps 01/31/22 1.661% US$1,036.60
1.875%
3.250% Senior 055451AL2/ U.S.T. due
Notes due 2021 US055451AL29 3 US$0 15 bps 01/31/22 1.661% US$1,057.82
(a) Per US$1,000 principal amount of Notes validly tendered and accepted for purchase. The Reference Yield and the Total
Consideration for each series of the Notes were determined at 11:00 a.m., New York City time, on 8 September 2017, as
described in the Offer to Purchase. The Total Consideration includes the Early Tender Payment of US$30 per US$1,000
principal amount.
As previously announced, according to information provided by Global Bondholder
Services Corporation, the tender and information agent for the Tender Offers,
US$1,253,824,000 aggregate principal amount of the Notes were validly tendered
prior to or at the Early Tender Date and not validly withdrawn, consisting of
US$72,183,000 aggregate principal amount of the 2021 Notes, US$416,054,000
aggregate principal amount of the 2022 Notes and US$765,587,000 aggregate
principal amount of the 2023 Notes.
Because the purchase price (excluding accrued and unpaid interest) for the
aggregate principal amount of Notes validly tendered prior to or at the Early Tender
Date and not validly withdrawn would exceed the Offer Cap, the Company will not
accept for purchase all such Notes that have been tendered. The Company has
accepted for purchase all of the 2023 Notes validly tendered and not validly
withdrawn as of the Early Tender Date and will accept 2022 Notes for purchase on a
prorated basis as described in the Offer to Purchase (as defined below), using a pro
ration factor of 38.0799%. The Company will not accept for purchase any 2021 Notes
tendered in the Tender Offers.
The Tender Offers have been made pursuant to the terms and conditions set forth in
the offer to purchase, dated 21 August 2017 (the Offer to Purchase). Terms not
defined in this announcement have the meanings given to them in the Offer to
Purchase.
Holders of the Notes who tendered at or prior to 5:00 p.m., New York City time, on 7
September 2017 and whose Notes were accepted for purchase are eligible to receive
the Total Consideration.
The settlement date for the Notes validly tendered prior to or at the Early Tender
Date and accepted for purchase is expected to be 12 September 2017 (the 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 Tender Offers will expire at 11:59 p.m., New York City time, on 22 September
2017 (such time and date, the Expiration Date). Holders tendering Notes in the
Tender Offers after the Early Tender Date are required to validly tender their Notes
prior to or at the Expiration Date to be eligible to receive the Late Tender Offer
Consideration. Because the Offer Cap has been reached, the Company does not
expect to accept for purchase any Notes tendered after the Early Tender Date.
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.
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 Park Avenue 277 Park Avenue
Americas, 44 th 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 Bondholder 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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