BHP Billiton prices any-and-all tender offer for 6.5% notes due 2019

By Marisa Wong

Morgantown, W.Va., Feb. 27 – BHP Billiton plc announced pricing for BHP Billiton Finance (USA) Ltd.’s tender offer for any and all of its outstanding $1.75 billion 6.5% senior notes due 2019.

The total consideration is $1,107.34 per $1,000 principal amount of 6.5% notes due 2019, according to a Monday press release.

The total consideration was calculated using the 1.125% U.S. Treasury note due Jan. 31, 2019 plus 10 basis points and was set at 11 a.m. ET on Feb. 27.

The any and all offer for the 2019 notes expires at 5 p.m. ET on Feb. 27.

As previously announced, BHP Billiton is offering to purchase several series of notes as part of a $2.5 billion bond repurchase plan. BHP Billiton Finance (USA) will purchase up to $1.95 billion of its 2019, 2021, 2022 and 2023 notes, and it will redeem its $500 million 2.05% senior notes due 2018 on March 23.

Specifically, the company is offering to purchase any and all of its $1.75 billion 6.5% notes due 2019 and a capped amount of its $1.25 billion 3.25% senior notes due 2021, $1 billion 2.875% senior notes due 2022 and $1.5 billion 3.85% senior notes due 2023.

The capped amount will be $1.95 billion less the purchase price excluding accrued interest of the any-and-all notes.

The capped offers will run until 11:59 p.m. ET on March 20.

Pricing for the capped tender offers will be set using a reference security plus a fixed spread as follows:

• The 3.25% notes will price using the 1.875% U.S. Treasury note due Jan. 31, 2022 plus 25 bps;

• The 2.875% notes will price using the 1.875% U.S. Treasury note due Jan. 31, 2022 plus 30 bps; and

• The 3.85% notes will price using the 1.875% U.S. Treasury note due Jan. 31, 2022 plus 65 bps.

In the capped offers, each total purchase price will include a $30 early tender premium per $1,000 principal amount of notes tendered by 5 p.m. ET on March 6, the early tender date. Pricing will be set at 11 a.m. ET on the business day following the early tender date.

Holders also will receive accrued interest.

Tendered notes may be withdrawn until 5 p.m. ET on Feb. 27 in the any-and-all offer and 5 p.m. ET on March 6 in the capped offers.

The joint lead dealer managers are BofA Merrill Lynch (888 292-0070, 980 387-3907, +44 20 7996 5420 or DG.LM_EMEA@BAML.com), Citigroup Global Markets Ltd. (800 558-3745, 212 723-6106, +44 20 7986 8969 or liabilitymanagement.europe@citi.com) and RBC Capital Markets, LLC (877 381-2099, 212 618-7822, +44 20 7029 7063 or liability.management@rbccm.com).

The co-dealer managers are BNP Paribas, CIBC Capital Markets, HSBC and Societe Generale CIB. The tender and information agent for the tender offers is Global Bondholders Services Corp. (212 430-3774, 866 470-3800, fax 212 430-3775, 212 430-3779 or gbsc-usa.com/bhpbilliton/).

BHP Billiton is a diversified natural resources company based in Melbourne, Australia.

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