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BHP Group Limited — Capital/Financing Update 2017
Feb 27, 2017
14787_rns_2017-02-27_72c8f626-f3ff-4d88-b1cb-7cb8a6d704e1.pdf
Capital/Financing Update
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NEWS RELEASE
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Release Time IMMEDIATE[1] Date 27 February 2017 Release Number 7/17
BHP BILLITON ANNOUNCES PRICING OF ANY AND ALL OFFER
BHP Billiton announced today the pricing of the Any and All Offer 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 pricing as set out in the table below of its previously announced tender offer for any and all of its outstanding US$1,750,000,000 6.500% senior notes due 2019 ( Any and All Notes ) ( Any and All Offer ).
| Title of Security |
CUSIP/ISIN **Number ** |
Principal Amount Outstanding |
U.S. Treasury Reference Security |
Bloomberg Reference Page |
Fixed Spread |
Total Consideration(a) |
|---|---|---|---|---|---|---|
| 6.500% senior notes due2019 |
055451AH1/ US055451AH17 |
US$1,750,000,000 | 1.125% U.S.T. due 01/31/19 |
PX1 | 10 bps | US$1,107.34 |
(a) Per US$1,000 principal amount. Total Consideration (as defined below), calculated on the basis of pricing for the U.S. Treasury Reference Security as of 11:00 a.m., New York City time, on 27 February 2017.
The Any and All Offer has 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.
The Any and All Offer will expire at 5:00 p.m., New York City time, on 27 February 2017 (such time and date, the Expiration Date ). Any and All Notes tendered may be withdrawn prior to or at, but not after, 5:00 p.m., New York City time, on 27 February 2017. Holders of Any and All Notes are required to validly tender and not validly withdraw their Any and All Notes prior to or at the Expiration Date to be eligible to receive the Total Consideration.
1 This release was made outside the hours of operation of the ASX market announcements office.
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The Any and All Offer is 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 Any and All Offer and no decision should be made by any Holder on the basis of this announcement. The terms and conditions of the Any and All Offer 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 Any and All Offer. 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 Any and All 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 Any and All Notes pursuant to the Any and All Offer.
None of the Company, the Guarantors, the Dealer Managers or their affiliates, the Tender and Information Agent, the Any and All 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 Any and All Notes, or refrain from doing so, held by them pursuant to the Any and All Offer. Each Holder should make its own decision as to whether to tender its Any and All Notes and if so, the principal amount of the Any and All 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 Any and All Offer, 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 Any and All 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.
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United Kingdom. The communication of the Offer to Purchase and any other documents or materials relating to the Any and All Offer 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. In addition:
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no offers or applications have been or 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
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the Offer to Purchase and any other offering material or advertisement relating to Any and All Notes have not and 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.
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The Joint Lead Dealer Managers for the Any and All Offer 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 Canada Square Charlotte, North Carolina New York, NY 10281 Canary Wharf 28255 USA London E14 5LB USA Attn: Liability Management United Kingdom Attn: Liability Management Group Attn: Liability Management Group U.S. Toll-Free: +1 877 381 Group U.S. Toll-Free: +1 888 292 2099 U.S. Toll-Free: +1 800 558 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. [email protected] liabilitymanagement.europe@ com citi.com
The Co-Dealer Managers for the Any and All Offer 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: Liability Management Attn: Execution 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 Any and All Offer 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
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Copies of the Offer to Purchase and related documentation can be found at: - http://gbsc usa.com/bhpbilliton/
Further information on BHP Billiton can be found at: bhpbilliton.com
Media Relations
Investor Relations
Australia and Asia
Matthew Martyn-Jones Tel: +61 3 9609 2360 Mobile +61 419 418 394 Email: [email protected]
Paul Hitchins Tel: +61 3 9609 2592 Mobile +61 419 315 001 Email: [email protected]
Fiona Hadley Tel: +61 3 9609 2211 Mobile +61 427 777 908 Email: [email protected]
Amanda Saunders Tel: +61 3 9609 3985 Mobile +61 417 487 973 Email: [email protected]
United Kingdom and South Africa
Ruban Yogarajah Tel: +44 207 802 4033 Mobile +44 7827 082 022 Email: [email protected]
North America
Australia and Asia
Tara Dines Tel: +61 3 9609 2222 Mobile: +61 499 249 005 Email: [email protected]
Andrew Gunn
Tel: +61 3 9609 3575 Mobile: +61 402 087 354 Email: [email protected]
United Kingdom and South Africa
Rob Clifford
Tel: +44 20 7802 4131 Mobile: +44 7788 308 844 Email: [email protected]
Elisa Morniroli
Tel: +44 20 7802 7611 Mobile: +44 7825 926 646 Email: [email protected]
Americas
James Wear Tel: +1 212 310 1421 Mobile: +1 347 882 3011 Email: [email protected]
Bronwyn Wilkinson Mobile: +1 604 340 8753 Email: [email protected]
BHP Billiton Limited ABN 49 004 028 077 LEI WZE1WSENV6JSZFK0JC28 Registered in Australia Registered Office: Level 18, 171 Collins Street Melbourne Victoria 3000 Australia Tel +61 1300 55 4757 Fax +61 3 9609 3015
BHP Billiton Plc Registration number 3196209 LEI 549300C116EOWV835768 Registered in England and Wales Registered Office: Neathouse Place London SW1V 1LH United Kingdom 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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