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BHP Billiton announced today the final pricing of the Maximum Tender Offers as part of US$2.5 billion bond repurchase plan.

BHP Billiton has increased the amount that it will spend repurchasing debt under the Maximum Tender Offers to US$893,918,713.32. This is in addition to approximately US$1.085 billion spent repurchasing debt in the Any and All Offer (including those Any and All Notes validly tendered pursuant to the guaranteed delivery procedures).

As announced previously, the US$500,000,000 2.050% senior notes due 2018 will also be redeemed as part of the bond repurchase plan.

BHP Billiton Finance (USA) Limited (Company), a wholly-owned subsidiary of BHP Billiton Limited, today announced the pricing as set forth in the table below of its previously announced tender offers for an aggregate purchase price of up to US$893,918,713.32 (excluding accrued interest) (Maximum Tender Offer Cap) of its US$1,250,000,000 3.250% senior notes due 2021 (2021 Notes), its US$1,000,000,000 2.875% senior notes due 2022 (2022 Notes) and its US$1,500,000,000 3.850% senior notes due 2023 (2023 Notes, and together with the 2021 Notes and the 2022 Notes, the Notes) (Maximum Tender Offers). As of the Early Tender Date, the increased Maximum Tender Offer Cap of US$893,918,713.32 aggregate purchase price (excluding accrued interest) had been reached.

Title of security CUSIP/ISIN Number Acceptance Priority Level Principal Amount to be Purchased
3.250% senior notes due 2021 055451AL2/
US055451AL29
1 US$720,022,000
2.875% senior notes due 2022 055451AQ1/
US055451AQ16
2 US$140,062,000
3.850% senior notes due 2023 055451AU2/
US055451AU28
3 US$0

Fixed Spread U.S. Treasury Reference Security Reference Yield Total Consideration(a)
25 bps 1.875% U.S.T. due 01/31/22 2.047% US$1,042.21
30 bps 1.875% U.S.T. due 01/31/22 2.047% US$1,024.57
65 bps 1.875% U.S.T. due 01/31/22 2.047% US$1,068.87

(a) Per US$1,000 principal amount of Maximum Tender Offer Notes validly tendered and accepted for purchase. The Reference Yield and the Total Consideration for each series of the Maximum Tender Offer Notes were determined at 11:00 a.m., New York City time, on 7 March 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 Bondholders Services Corporation, the tender and information agent for the Maximum Tender Offers, US$2,119,861,000 aggregate principal amount of the Notes were validly tendered prior to or at the Early Tender Date and not validly withdrawn, consisting of US$720,022,000 aggregate principal amount of the 2021 Notes, US$642,760,000 aggregate principal amount of the 2022 Notes and US$757,079,000 aggregate principal amount of the 2023 Notes. 

Because the purchase price (excluding accrued 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 Maximum Tender Offer Cap, as amended, the Company will not accept for purchase all such Notes that have been tendered. The Company has accepted for purchase all of the 2021 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 Tender Offer Documents (as defined below), using a pro ration factor of 21.8249%. The Company will not accept for purchase any 2023 Notes tendered in the Maximum Tender Offers.

The Maximum Tender Offers have 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.

Holders of the Notes who tendered at or prior to 5:00 p.m., New York City time, on 6 March 2017 and whose Notes were accepted for purchase are eligible to receive the Total Consideration. 

The Maximum Tender Offers will expire at 11:59 p.m., New York City time, on 20 March 2017 (such time and date, Expiration Date). Holders tendering Notes in the Maximum Tender Offers after the Early Tender Date are required to validly tender their the Notes prior to or at the Expiration Date to be eligible to receive the Late Tender Offer Consideration. Because the Maximum Tender Offer Cap has been reached, the Company does not expect to accept for purchase any Notes tendered after the Early Tender Date.

The Company spent US$1,085,155,550.44 repurchasing debt in the Any and All Offer. This amount includes US$180,000 aggregate principal amount (previously announced as US$1,016,000) of the Any and All Notes validly tendered pursuant to the guaranteed delivery procedures.

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 Maximum Tender Offers and no decision should be made by any Holder on the basis of this announcement.  The terms and conditions of the Maximum Tender Offers 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 Maximum 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 Maximum Tender Offers.

None of the Company, the Guarantors, the Dealer Managers or their affiliates, 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, held by them pursuant to the Maximum 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 Maximum 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 Maximum 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 (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. 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.

Title of security CUSIP/ISIN Number Acceptance Priority Level Principal Amount to be Purchased
3.250% senior notes due 2021 055451AL2/
US055451AL29
1 US$720,022,000
2.875% senior notes due 2022  055451AQ1/
US055451AQ16
2 US$140,062,000
3.850% senior notes due 2023 055451AU2/
US055451AU28
3 US$0

 

 

The Joint Lead Dealer Managers for the Any and All Offer are:

BofA Merrill Lynch
214 North Tryon Street, 14th Floor, Charlotte, North Carolina 28255, USA
Attn: Liability Management Group
U.S. Toll-Free: +1 888 292 0070
Collect: +1 980 387-3907
London: +44 20 7996 5420
Email: DG.LM_EMEA@BAML.com

Citigroup Global Markets Limited
Citigroup Centre, Canada Square, Canary Wharf, London E14 5LB, United Kingdom
Attn: Liability Management Group
U.S. Toll-Free: +1 800 558 3745
U.S.: +1 212 723 6106
London: +44 20 7986 8969
Email: liabilitymanagement.europe@citi.com

RBC Capital Markets, LLC
Brookfield Place, 200 Vesey Street, 8th Fl, New York, NY 10281, USA
Attn: Liability Management Group
U.S. Toll-Free: +1 877 381 2099
U.S.: +1 212 618 7822
London: +44 20 7029 7063
Email: liability.management@rbccm.com

The Co-Dealer Managers for the Any and All Offer are:

BNP PARIBAS
10 Harewood Avenue, London NW1 6AA, United Kingdom
Attn: Liability Management Group

CIBC Capital Markets
150 Cheapside, London EC2V 6ET, United Kingdom
Attn: Execution Management Group

HSBC
8 Canada Square, London E14 5HQ, United Kingdom
Attn: Liability Management Group

Société Générale Corporate & Investment Banking
10 Bishops Square, London E1 6EG, United Kingdom
Attn: Liability Management

UBS Investment Bank
1285 Avenue of the Americas, New York, NY 10019, USA
Attn: Liability Management Group

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

Copies of the Offer to Purchase and related documentation can be found at: http://gbsc-usa.com/bhpbilliton/

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