BHP Billiton gets early tenders for $2.12 billion of notes, lifts cap

By Susanna Moon

Chicago, March 7 – BHP Billiton plc said it amended the maximum tender offers to lift the cap to $893,918,713.32 from $863,918,713.32.

As announced Feb. 21, BHP Billiton Finance (USA) Ltd. was offering to purchase up to $1.95 billion of the 2019, 2021, 2022 and 2023 notes, and it will redeem its $500 million 2.05% senior notes due 2018.

In the tenders, BHP Billiton Finance (USA) Ltd., a wholly owned subsidiary, was offering to purchase any and all of its $1.75 billion 6.5% senior notes due 2019, as well as 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 maximum amount was originally set for $1.95 billion less the purchase price excluding accrued interest of the any-and-all notes.

Investors had tendered $2,119,861,000 principal amount of notes before 5 p.m. ET on March 6, the early tender date, according to a company update.

Specifically, holders had tendered $720,022,000 principal amount of the 2021 notes, $642.76 million principal amount of the 2022 notes and $757,079,000 principal amount of the 2023 notes.

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 the early tender deadline.

Holders also will receive accrued interest.

Pricing was scheduled for 11 a.m. ET on March 7.

The capped offers are set to end at 11:59 p.m. ET on March 20.

Any-and-all offer

As announced Feb. 28, investors had tendered $980,802,000 of BHP Billiton Finance (USA) Ltd.’s $1.75 billion 6.5% senior notes due 2019 in the any-and-all offer that ended at 5 p.m. ET on Feb. 27.

In the any-and-all offer, the total purchase price is $1,107.34 per $1,000 principal amount of 6.5% notes due 2019. Pricing was set using the 1.125% U.S. Treasury note due Jan. 31, 2019 plus 10 bps at 11 a.m. ET on Feb. 27.

Settlement has been set for March 2.

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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