BHP Billiton : launches euro bond repurchase plan

NOT FOR DISTRIBUTION IN OR INTO, OR FOR DISTRIBUTION TO ANY PERSON LOCATED OR RESIDENT IN, THE UNITED STATES, ITS TERRITORIES AND POSSESSIONS (INCLUDING PUERTO RICO, THE U.S. VIRGIN ISLANDS, GUAM, AMERICAN SAMOA, WAKE ISLAND AND THE NORTHERN MARIANA ISLANDS), ANY STATE OF THE UNITED STATES OR THE DISTRICT OF COLUMBIA OR ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT

BHP announced today that the Board has approved a global multi-currency bond repurchase plan. The multi-currency plan will comprise two separate transactions, one targeting certain bonds issued under the BHP Euro Medium-Term Notes Programme and another targeting certain bonds issued under the U.S. debt capital markets 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 euro bond repurchase plan will target 2018, 2020, 2022 and 2024 euro denominated Notes and 2024 sterling denominated Notes.

The Offers

The following notes will be targeted as part of the euro bond repurchase plan: (i) €1,250,000,000 2.125% Notes due November 2018; (ii) €600,000,000 Floating Rate Notes due April 2020; (iii) €1,250,000,000 2.25% Notes due September 2020; (iv) €650,000,000 0.75% Notes due October 2022; (v) €750,000,000 3.00% Notes due May 2024; and (vi) £750,000,000 3.25% Notes due September 2024 (each being a Series and any notes within any such Series being referred to as Notes).

Eligible holders of the Notes are being invited by BHP Billiton Finance Limited (the EMTN Issuer) to make offers to tender all or any of their Notes for repurchase for cash (each such invitation an Offer and together the Offers). The Offers are subject to the Offer and Distribution Restrictions described in the Tender Offer Memorandum (as defined below) and are not being made, and will not be made, directly or indirectly in or into, the United States.

The Offers are being made on the terms and subject to the conditions contained in a tender offer memorandum dated 21 August 2017 (the Tender Offer Memorandum). Holders should consult the Tender Offer Memorandum for more details of the Offers. Terms not defined in this announcement have the meanings given to them in the Tender Offer Memorandum.

The EMTN Issuer is under no obligation to accept tenders of Notes for purchase pursuant to the Offers and, accordingly, any such tender may be accepted or rejected by the EMTN Issuer in its sole discretion and for any reason.

The Offers are subject to an aggregate cap of US$2.5 billion (excluding Accrued Interest) (the Offer Cap).

The global multi-currency bond repurchase plan will also target the following notes in a separate and concurrent offer: (i) US$1,500,000,000 of 3.850% Senior Notes due 2023, of which US$1,500,000,000 aggregate principal amount is outstanding; (ii) US$1,000,000,000 of 2.875% Senior Notes due 2022, of which US$859,938,000 aggregate principal amount is outstanding; and (iii) US$1,250,000,000 of 3.250% Senior Notes due 2021, of which US$529,978,000 aggregate principal amount is outstanding (together, the U.S. Offers). The U.S. Offers are being made pursuant to a separate offer to purchase document and are also subject to a cap calculated by reference to any headroom remaining under the Offer Cap upon determination by the EMTN Issuer as to whether to accept for repurchase any Notes validly offered for repurchase pursuant to the Offers.

Notes purchased pursuant to the Offers will be cancelled following completion of the Offers.

Pricing details of each of the Offers (PDF 158 kb)

Eligible holders should consult the Tender Offer Memorandum for more details of the Offers. The following is a brief summary of certain terms of the Offers only:

• Expiration Deadline: in order to participate in, and be eligible to receive any relevant Purchase Payment pursuant to the relevant Offer, Holders must validly offer to tender their Notes by delivering, or arranging to have delivered on their behalf, a valid Tender Instruction that is received by Lucid Issuer Services Limited (the Tender and Information Agent) by 4.00 p.m. (London time) on 30 August 2017 or by any other deadline to which the EMTN Issuer extends such Offer (such date and time, as it may be extended, the Expiration Deadline). Holders of Notes that are validly tendered and accepted for repurchase will receive the relevant Purchase Payment.
• No obligation to purchase: the EMTN Issuer is under no obligation to accept for purchase any Notes. A purchase in respect of any Series of Notes is not conditional upon the purchase of any other Series of Notes and the aggregate principal amount (if any) of each Series of Notes to be purchased pursuant to the Offers will be determined by the EMTN Issuer in its sole discretion following the Expiration Deadline.
• Offer Cap: with respect to the Offers, the EMTN Issuer will only accept for repurchase Notes up to an aggregate purchase price (excluding Accrued Interest) that will not result in the Offer Cap being exceeded. The EMTN Issuer reserves the right, in its sole discretion, but is under no obligation, to increase the Offer Cap in respect of the Offers at any time, which could result in the EMTN Issuer purchasing a greater aggregate principal amount of Notes in the Offers.
• Pro-ration: the EMTN Issuer may, in its sole discretion, subject Notes that are validly tendered to pro-ration in the circumstances described in the Tender Offer Memorandum.
• Accrued Interest: the EMTN Issuer will pay Accrued Interest in respect of all Notes accepted for purchase pursuant to the Offers.
• Revocation Rights: Tender Instructions are irrevocable except in the limited circumstances described in the Tender Offer Memorandum.

The EMTN Issuer may accept offers in respect of all or any Series of Notes. The EMTN Issuer is not under any obligation to accept any offer for tender of Notes for purchase pursuant to the Offers. Tenders of Notes for purchase may be rejected in the sole discretion of the EMTN Issuer.

Indicative timetable for the Offers (PDF 158 kb)

THE GLOBAL CO-ORDINATORS AND LEAD DEALER MANAGERS

Deutsche Bank AG, London Branch
Winchester House
1 Great Winchester Street
London EC2N 2DB
United Kingdom
Attn: Liability Management Group
Tel: : +44 (0)20 7545 8011

UBS Limited
5 Broadgate
London EC2M 2QS
United Kingdom
Attn: Liability Management Group
Tel: +44(0)20 7568 2133
Email: ol-liabilitymanagement-eu@ubs.com

THE LEAD DEALER MANAGERS

Banco Santander, S.A.
Ciudad Grupo Santander
Avenida de Cantabria, s/n
28660 Boadilla Del Monte
Madrid, Spain
Attn: Liability Management
Tel: +44 (0)20 7756 6909 / 6646
Email: tommaso.grospietro@santandergcb.com /
King.Cheung@santandergcb.com

Société Générale
Tours Société Générale
17, Cours Valmy
92987 Paris La Défense Cedex
France
Attn: Liability Management
Tel: +33 142 13 32 40
Email: liability.management@sgcib.com

THE CO-DEALER MANAGERS

Lloyds Bank plc
10 Gresham Street
London EC2V 7AE
United Kingdom

The Royal Bank of Scotland plc (trading as NatWest Markets)
250 Bishopsgate
London EC2M 4AA
United Kingdom

UniCredit Bank AG
Arabellastrasse 12
D-81925 Munich
Germany

THE TENDER AND INFORMATION AGENT

Lucid Issuer Services Limited
Tankerton Works
12 Argyle Walk
London WC1H 8HA
Phone: +44 (0)20 7704 0880
Fax: +44 (0)20 3004 1590
Email: bhp@lucid-is.com

For more information, please see our exchange release (PDF 158 kb).