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BHP GROUP PLC - BHP - Subordinated note repurchase price determination

Release Date: 24/11/2020 07:05
Code(s): BHP     PDF:  
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BHP - Subordinated note repurchase price determination

BHP Group Plc
Registration number 3196209
Registered in England and Wales
Share code: BHP
ISIN: GB00BH0P3Z91

NEWS RELEASE
Release Time         IMMEDIATE
Date                 23 November 2020


Release Number       22/20


NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO, OR TO ANY PERSON
LOCATED OR RESIDENT IN OR AT ANY ADDRESS IN, ANY JURISDICTION WHERE IT IS
UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS ANNOUNCEMENT (SEE "LEGAL
NOTICES" BELOW).

BHP’s subordinated note repurchase plan – price determination

BHP announced today the pricing of its global multi-currency subordinated note repurchase plan.

BHP Billiton Finance (USA) Limited (“BHPB Finance (USA) Limited”) and BHP Billiton Finance Limited
(“BHPB Finance Limited” and, together with BHPB Finance (USA) Limited, the “Companies” and each
a “Company”) today announced the pricing of BHP’s global multi-currency subordinated note repurchase
plan, announced on 13 November 2020, which includes:

    (a) an invitation by BHPB Finance (USA) Limited to eligible holders of its outstanding
        US$2,250,000,000 6.750 per cent. Subordinated Non-Call 10 Fixed Rate Reset Notes due 2075
        guaranteed by BHP Group Limited and BHP Group Plc (the “Parent Companies”) (ISIN:
        US055451AX66 (Rule 144A) / USQ12441AB91 (Reg S)) (CUSIP: 055451AX6 / Q12441AB9) ,
        of which US$745,768,000 in principal amount of such Notes was outstanding as at the Launch
        Date (the “US Dollar Notes”); and
    (b) an invitation by BHPB Finance Limited to eligible holders of its outstanding €750,000,000 5.625
        per cent. Subordinated Non-Call 9 Fixed Rate Reset Notes due 2079 guaranteed by BHP Group
        Limited and such Notes and such guarantee being guaranteed by BHP Group Plc (ISIN:
        XS1309436910), of which €714,733,000 in principal amount of such Notes was outstanding as
        at the Launch Date (the “Euro Notes”; the Euro Notes and the US Dollar Notes each being a
        “Series”, and any notes within any such Series being the “Notes”, and the eligible holders of any
        Notes, the “Holders”),

to offer to tender any and all of their Notes for repurchase by the relevant Company for cash (together,
the “Offers”), on the terms and conditions set out in a tender offer memorandum dated 13 November
2020 prepared by the Companies in connection with the Offers (the “Tender Offer Memorandum”).

The Offers are subject to the offer restrictions set out below and as more fully described in the Tender
Offer Memorandum. For detailed terms of, and information on the procedures for participating in,
the Offers, please refer to the Tender Offer Memorandum, copies of which are (subject to the
distribution restrictions) available from the Tender and Information Agent as set out below.
Notes purchased in the Offers are intended to be retired and cancelled.

Capitalised terms not defined in this announcement have the meanings given to them in the Tender
Offer Memorandum.

Pricing determination

In accordance with the Tender Offer Memorandum, pricing of the Offers took place at 10:00 a.m., New
York time today, 23 November 2020. The table below sets out the Consideration for each Series.

                                            Principal                             Reference Security
                                                            Reference     Fixed
   Notes           ISIN / CUSIP       amount outstanding                             or Reference      Consideration
                                                              Yield      Spread
                                       as at Launch Date                           Interpolated Rate
US Dollar Notes US055451AX66 (Rule    US$745,768,000       0.388%       170 bps   0.25%              US$1,215.93 per
                144A) / 055451AX6                                                 U.S. Treasury      US$1,000
                (CUSIP)                                                           Security due
                                                                                  October 31, 2025
               USQ12441AB91 (Reg S)
               / Q12441AB9 (CUSIP)


Euro Notes     XS1309436910           €714,733,000         -0.492%      135 bps   Interpolated Euro   €1,182.11 per
                                                                                  Mid-Swap Rate       €1,000




The Companies shall also pay Accrued Interest (rounded to the nearest cent, with half a cent rounded
upwards) on all Notes validly tendered and accepted for purchase pursuant to the relevant Offer(s).

The Offers will expire at 5:00 p.m. (New York City time) today, 23 November 2020, unless extended,
reopened, amended and/or terminated by the relevant Company as provided in the Tender Offer
Memorandum (such applicable date and time, the “Expiration Deadline”).

Notes tendered may be withdrawn at any time prior to or at 5:00 p.m. (New York City time) today, 23
November 2020, unless extended or otherwise amended in respect of any Offer by the relevant
Company in accordance with the Tender Offer Memorandum (such applicable date and time, the
“Withdrawal Deadline”) but not thereafter.

The relevant deadlines set by any intermediary or Clearing System will be earlier than these deadlines.
Tender Instructions (or, if applicable, Notices of Guaranteed Delivery) must be submitted in respect of
a minimum principal amount of Notes of the relevant Series of no less than the Minimum Denomination
for such Series, and may be submitted in integral multiples of US$1,000 or €1,000, as applicable. There
is no separate letter of transmittal in connection with the Tender Offer Memorandum.

The Offers are subject to the satisfaction of certain conditions, as set forth in the Tender Offer
Memorandum.

The Companies have an option to redeem remaining Notes of a Series at par plus any accrued
but unpaid interest following the purchase of at least 80 per cent. of the aggregate principal
amount of Notes of such Series issued on the “Issue Date” for such Series

The terms and conditions of each Series allow the relevant Company (subject to applicable laws) to
redeem the Notes in that Series early (in whole but not in part), at their outstanding principal amount
plus any accrued but unpaid interest, if a “Substantial Repurchase Event” occurs, meaning at least 80
per cent. of the aggregate principal amount of the Notes of such Series issued on the “Issue Date” for
such Series has been purchased by or on behalf of the relevant Company and certain related parties of
the relevant issuing Company. Such redemption will be subject to giving not less than 30 days’
irrevocable notice.

It is the current intention of each Company to redeem the remaining Notes of each Series at their
outstanding principal amount plus any accrued but unpaid interest, in accordance with the Series’ terms
and conditions, if a “Substantial Repurchase Event” is triggered in respect of such Series by the
purchase of any Notes pursuant to the relevant Offer(s). However, no Company is under any obligation
to make any such redemption and each Company’s intention to do so may change at any time and for
any reason.

Further, each Company may, if the “Substantial Repurchase Event” is not triggered by the purchase of
Notes pursuant to the Offer made by that Company, acquire outstanding Notes of the relevant Series
by way of open market purchases or otherwise and may, as a consequence, trigger a “Substantial
Repurchase Event”. However, no Company is under any obligation to make any such acquisition. Any
future purchases by either Company or its affiliates will depend on various factors existing at that time.

Guaranteed Delivery Procedures

A Holder who desires to tender its Notes but either cannot comply with the applicable procedures for
book-entry transfer or time will not permit such Notes to be tendered on or before the Expiration
Deadline, may effect a Tender pursuant to the Guaranteed Delivery Procedures set out in the Tender
Offer Memorandum.

The delivery of Notes tendered by the Guaranteed Delivery Procedures must be made no later than
5:00 p.m. (New York City time) on the second Business Day after the Expiration Deadline, expected to
be 25 November 2020 (such applicable date and time, the “Guaranteed Delivery Deadline”).

Summary Timetable

The following table sets out the expected dates and times of the remaining key events relating to each
Offer. All references to dates and times are to New York City dates and times unless indicated otherwise.
The times and dates below are indicative only and subject to change at the discretion of the relevant
Company. In particular, the below times and dates are subject to the right of each Company to extend,
re-open, amend, and/or terminate the Offer made by that Company (subject to applicable law and as
provided in the Tender Offer Memorandum).

Holders are advised to check with any bank, securities broker or other intermediary through which they
hold Notes when such intermediary would need to receive instructions from a Holder in order for that
Holder to be able to participate in, or withdraw their instruction to participate in, the Offers by the
deadlines specified in the Tender Offer Memorandum. The deadlines set by any such intermediary and
each Clearing System for the submission and withdrawal of a Tender (including, where applicable, by
way of the Guaranteed Delivery Procedures) will be earlier than the relevant deadlines specified in the
Tender Offer Memorandum.
             Date                                       Calendar Date and Time

  Withdrawal Deadline             5:00 p.m., New York City time, on 23 November 2020

  Expiration Deadline             5:00 p.m., New York City time, on 23 November 2020

  Results Announcement Time       As soon as practicable after the Expiration Deadline, expected to be
                                  24 November 2020

  Guaranteed Delivery             5:00 p.m., New York City time, on the second Business Day after the
  Deadline                        Expiration Deadline, expected to be 25 November 2020

  Settlement Date                 Expected to be 27 November 2020, the third Business Day after the
                                  Expiration Deadline, or as soon as reasonably practicable thereafter


Unless stated otherwise in the Tender Offer Memorandum, all announcements in connection with the
Offers will be made in accordance with applicable law: (i) by publication through RNS; (ii) by the delivery
of notices to the Clearing Systems for communication to Direct Participants; (iii) on the relevant Reuters
Insider Screen; (iv) by the issue of a press release to a Notifying News Service or on the BHP Group
website; (v) on the Offer Website; and/or (vi) obtainable from the Tender and Information Agent, the
contact details for which are below. Significant delays may be experienced where notices are delivered
to the Clearing Systems and Holders are urged to contact the Tender and Information Agent for the
relevant announcements during the course of the Offers. In addition, Holders may contact the Lead
Dealer Managers for information regarding the Offers using the contact details set out below.

Further Information

Holders may contact the Lead Dealer Managers or the Tender and Information Agent using the contact
details below:

                                     LEAD DEALER MANAGERS



   Deutsche Bank AG, London Branch                                Merrill Lynch International
            Winchester House                                        2 King Edward Street
        1 Great Winchester Street                                    London, EC1A 1HQ
           London EC2N 2DB                                             United Kingdom
             United Kingdom
                                                           Telephone (London): +44 20 7996 5420
 Telephone (London): +44 (0) 20 7545 8011               Telephone (U.S. Toll Free): +1 (888) 292 0070
Telephone (US Toll Free): +1 (866) 627 0391                 Telephone (U.S.): +1 (980) 387 3907
     Telephone (US): +1 (212) 250 2955                      Attention: Liability Management Group
   Attention: Liability Management Group                       Email: DG.LM-EMEA@bofa.com
  In respect of the Offer for Euro Notes:                 In respect of the Offer for US Dollar Notes:
        UBS AG London Branch                                        UBS Securities LLC
               5 Broadgate                                      1285 Avenue of the Americas
           London EC2M 2QS                                       New York, New York 10019
                                                                  United States of America
       Telephone: +44 20 7568 1121
  Attention: Liability Management Group                       U.S. Toll Free: +1 (888) 719-4210
                                                                  Collect: +1 (203) 719-4210
Email: ol-liabilitymanagement-eu@ubs.com
                                                                 In Europe: +44 20 7568 1121
                                                            Attention: Liability Management Group
                                                          Email: ol-liabilitymanagement-eu@ubs.com


                                TENDER AND INFORMATION AGENT

                                               D.F. King
                                  Offer Website: www.dfking.com/bhp
                                        Email: bhp@dfking.com

                In New York:                                              In London:
                48 Wall Street                                       65 Gresham Street
             New York, NY 10005                                      London EC2V 7NQ
            Fax: +1 (212) 709-3328                                     United Kingdom
   Banks and Brokers Call: +1 (212) 269-5550                        Tel: +44 20 7920 9700
      All Others Call: +1 (866) 829-0135

Legal notices

This announcement must be read in conjunction with the Tender Offer Memorandum. The Tender Offer
Memorandum contains important information which must be read carefully before any decision is made
with respect to the Offers described in this announcement. If any Holder is in any doubt about any
aspect of the Offers and/or the action it should take, it is recommended to seek its own legal, tax and
financial advice from its stockbroker, bank manager, counsel, accountant or other independent adviser.
Any Holder whose Notes are held on its behalf by a bank, securities broker or other intermediary must
contact such entity if it wishes to offer to tender such Notes pursuant to the Offers. The Dealer Managers
are acting exclusively for the Companies and no one else in connection with the arrangements described
in this announcement and the Tender Offer Memorandum and will not be responsible to any Holder for
providing the protections which would be afforded to customers of the Dealer Managers or for advising
any other person in connection with the Offers.

This announcement is for informational purposes only and is neither an offer to purchase nor the
solicitation of an offer to sell any of the securities described herein, and neither this announcement nor
the Tender Offer Memorandum constitutes an offer or invitation to participate in the Offers in any
jurisdiction in which, or to any person to or from whom, it is unlawful to make such offer or invitation or
for there to be such participation under applicable laws. The distribution of this announcement and the
Tender Offer Memorandum, and the transactions contemplated by the Offers, may be restricted in
certain jurisdictions by law. Persons into whose possession the Tender Offer Memorandum comes are
required by BHPB Finance Limited, BHPB Finance (USA) Limited, the Parent Companies, the Dealer
Managers and the Tender and Information Agent to inform themselves about and to observe any such
restrictions. The materials relating to the Offers, including this announcement, do not constitute, and
may not be used in connection with, an offer or solicitation in any place where, or from any person to or
whom, offers or solicitations are not permitted by law.

None of the Companies, the Parent Companies, the Dealer Managers or the Tender and Information
Agent or any of their respective directors, employees or affiliates make any representation or
recommendation whatsoever regarding this announcement, the Tender Offer Memorandum or the
Offers or whether any Holder should submit Tenders or refrain from doing so, and no one has been
authorised by any of them to make any such recommendation. None of the Companies, the Parent
Companies, the Dealer Managers or the Tender and Information Agent (or any of their respective
directors, officers, employees, agents or affiliates) is providing Holders with any legal, business, tax or
other advice in this announcement and/or the Tender Offer Memorandum. Each Holder must make its
own decision as to whether to submit Tenders or refrain from doing so and, if it wishes to submit a
Tender, the principal amount of Notes to tender.

NEITHER THIS ANNOUNCEMENT NOR THE TENDER OFFER MEMORANDUM HAS BEEN
REVIEWED BY ANY STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY IN THE
UNITED STATES, THE UNITED KINGDOM OR THE EUROPEAN ECONOMIC AREA, NOR HAS THE
U.S. SECURITIES AND EXCHANGE COMMISSION OR ANY SUCH COMMISSION OR AUTHORITY
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS ANNOUNCEMENT NOR THE TENDER
OFFER MEMORANDUM. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL AND MAY
BE A CRIMINAL OFFENCE.

United Kingdom

The communication of this announcement, the Tender Offer Memorandum and any other documents or
materials relating to the Offers is not being made, and such documents and/or materials have not been
approved, by an authorised person for the purposes of Section 21 of the Financial Services and Markets
Act 2000 (as amended). Accordingly, such documents and/or materials are not being distributed to, and
must not be passed on to, the general public in the United Kingdom, and are only for circulation to
persons to whom they can lawfully be circulated outside the United Kingdom or to persons within the
United Kingdom falling within the definition of investment professionals (as defined in Article 19(5) of the
Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”)), or within
Article 43(2) of the Order, or within Article 49(2)(a) to (d) of the Order, or to other persons to whom it
may lawfully be communicated in accordance with the Order (such persons together being the “Relevant
Persons”). Each of this announcement and the Tender Offer Memorandum is only available to Relevant
Persons and the transaction contemplated therein will be available only to, or engaged in only with,
Relevant Persons, and no person other than Relevant Persons should act on or rely on this
announcement, the Tender Offer Memorandum 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 Offers has been or will be lodged with the Australian Securities
and Investments Commission (“ASIC”) or any other regulatory authority in Australia and the Tender
Offer Memorandum does not comply with Division 5A of Part 7.9 of the Corporations Act.

No offers or applications will be made or invited for the purchase of any or all Notes in Australia (inc luding
an offer or invitation which is received by a person in Australia).
This announcement, the Tender Offer Memorandum and any other offering material or advertisement
relating to any or all Notes will not be distributed or published in Australia, unles s: (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 Tender Offer Memorandum 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.

Italy

None of the Offers, this announcement, the Tender Offer Memorandum or any other documents or
materials relating to the Offers has been or will be submitted to the clearance procedures of the
Commissione Nazionale per le Società e la Borsa (“CONSOB”) pursuant to Italian laws and regulations.

Therefore, the Offers may only be carried out in the Republic of Italy pursuant to an exemption under
article 101-bis, paragraph 3-bis of the Legislative Decree No. 58 of 24 February 1998, as amended (the
“Financial Services Act”) and article 35-bis, paragraph 4 of CONSOB Regulation No. 11971 of 14 May
1999, as amended. Holders of each Series of Notes that are resident and/or located in the Republic of
Italy may tender their Notes through authorised persons (such as investment firms, banks or financial
intermediaries permitted to conduct such activities in the Republic of Italy in accordance with the
Financial Services Act, CONSOB Regulation No. 20307 of 15 February 2018, as amended from time to
time, and Legislative Decree No. 385 of September 1, 1993, as amended) and in compliance with
applicable laws and regulations or with requirements imposed by CONSOB or any other Italian authority.

Each intermediary must comply with the applicable laws and regulations concerning information duties
vis-à-vis its clients in connection with the Notes and the Offers.

France

The Offers are not being made, directly or indirectly, to the public in the Republic of France. This
announcement and the Tender Offer Memorandum and any other document or material relating to the
Offers have only been and shall only be distributed in France to qualified investors as defined in Article
2(e) of Regulation (EU) 2017/1129. Neither this announcement nor the Tender Offer Memorandum has
been nor will be submitted for clearance to nor approved by the Autorité des Marchés Financiers.

General

Neither this announcement, the Tender Offer Memorandum nor any other materials relating to the Offers
constitutes an offer to buy or the solicitation of an offer to sell Notes (and Tenders will not be accepted
from Holders) in any circumstances in which such offer or solicitation is unlawful. If a jurisdiction requires
that the Offers be made by a licensed broker or dealer and any of the Dealer Managers or any of their
respective affiliates is a licensed broker or dealer in that jurisdiction, the Offers shall be deemed to be
made by such Dealer Manager or affiliate, as the case may be, on behalf of the Companies in that
jurisdiction.

Each Holder wishing to submit a Tender will be deemed to give certain agreements, acknowledgements,
representations, warranties and undertakings in respect of the jurisdictions referred to above and
generally as set out in the Tender Offer Memorandum. Any Tender from a Holder that is unable to make
these agreements, acknowledgements, representations, warranties and undertakings will not be
accepted. Each of BHPB Finance Limited, BHPB Finance (USA) Limited, the Parent Companies, the
Dealer Managers and the Tender and Information Agent reserves the right, in its absolute discretion, to
investigate, in relation to any Tender, whether any such representation and warranty given by a Holder
is correct and, if such investigation is undertaken and as a result the Companies determine (for any
reason) that such representation is not correct, such tender shall not be accepted. None of BHPB
Finance Limited, BHPB Finance (USA) Limited, the Parent Companies, the Dealer Managers and the
Tender and Information Agent is under any obligation to make such an investigation.

Further information on BHP can be found at: bhp.com

Sponsor: UBS South Africa (Pty) Limited


Authorised for lodgement by:
Caroline Cox
Group General Counsel & Company Secretary



Media Relations                                        Investor Relations

Email: media.relations@bhp.com                         Email: investor.relations@bhp.com


Australia and Asia                                     Australia and Asia

Gabrielle Notley                                       Tara Dines
Tel: +61 3 9609 3830 Mobile: +61 411 071 715           Tel: +61 3 9609 2222 Mobile: + 61 499 249 005

Europe, Middle East and Africa                         Europe, Middle East and Africa

Neil Burrow s                                          James Bell
Tel: +44 20 7802 7484 Mobile: +44 7786 661 683         Tel: +44 20 7802 7144 Mobile: +44 79 61 636 432

Am ericas                                              Am ericas

Judy Dane                                              Brian Massey
Tel: +1 713 961 8283 Mobile: +1 713 299 5342           Tel: +1 713 296 7919 Mobile: +1 832 870 7677




BHP Group Limited ABN 49 004 028 077                   BHP Group 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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Date: 24-11-2020 07:05:00
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