Wrap Text
BHP announces pricing and early Tender acceptance
BHP Group Plc
Registration number 3196209
Registered in England and Wales
Share code: BHP
ISIN: GB00BH0P3Z91
NEWS RELEASE
Release Time IMMEDIATE
Date 17 September 2020
Release Number 14
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO, OR TO ANY PERSON
LOCATED OR RESIDENT IN OR AT ANY ADDRESS IN, ANY JURISDICTION WHERE IT IS
UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS ANNOUNCEMENT (SEE "LEGAL
NOTICES" BELOW).
BHP’s subordinated note repurchase plan - pricing and early acceptance of Tenders
BHP announced today the pricing and early acceptance of Tenders pursuant to its global multi-currency
subordinated note repurchase plan.
BHP Billiton Finance (USA) Limited (“BHPB Finance (USA) Limited”) and BHP Billiton Finance Limited
(“BHPB Finance Limited” and, together with BHPB Finance (USA) Limited, the “Companies” and each
a “Company”) today announced the pricing and early acceptance of Tenders pursuant to BHP’s global
multi-currency subordinated note repurchase plan, announced on 2 September 2020, which includes:
(a) an invitation by BHPB Finance (USA) Limited to eligible holders of its outstanding
US$2,250,000,000 6.750 per cent. Subordinated Non-Call 10 Fixed Rate Reset Notes due 2075
guaranteed by BHP Group Limited and BHP Group Plc (the “Parent Companies”) (ISIN:
US055451AX66 (Rule 144A) / USQ12441AB91 (Reg S)) (the “US Dollar Notes”); and
(b) an invitation by BHPB Finance Limited to eligible holders of its outstanding €750,000,000 5.625
per cent. Subordinated Non-Call 9 Fixed Rate Reset Notes due 2079 guaranteed by BHP Group
Limited and such Notes and such guarantee being guaranteed by BHP Group Plc (ISIN:
XS1309436910) (the “Euro Notes”; the Euro Notes and the US Dollar Notes each being a
“Series”, and any notes within any such Series being the “Notes”, and the eligible holders of any
Notes, the “Holders”),
to offer to tender such Notes for repurchase by the relevant Company for cash (together, the “Offers”),
on the terms and conditions set out in a tender offer memorandum dated 2 September 2020 prepared
by the Companies in connection with the Offers (the “Tender Offer Memorandum”).
Capitalised terms not defined in this announcement have the meanings given to them in the Tender
Offer Memorandum.
Pricing and early acceptance
The Early Tender Deadline for the Offers was 5:00 p.m., New York time, on 16 September 2020 (the
“Early Tender Deadline”) and pricing of the Offers took place at or around 10:00 a.m., New York time
today, 17 September 2020.
The table below contains a summary of the final pricing of the Offers and the principal amount of Notes
the Companies have accepted for purchase pursuant to the Offers following the Early Tender Deadline.
Principal amount
Principal Acceptance Pro- Final
Reference Fixed Early Late outstanding after
Notes ISIN amount Priority Rating Acceptance
Yield Spread Consideration Consideration Early Settlement
outstanding Level Factor Amount
Date
US055451AX66 US 1 0.263% 170 bps $1,230.38 per N/A N/A US US$745,768,000
US (Rule 144A) / $2,250,000,000 $1,000 $1,504,232,000
USQ12441AB91
Dollar
(Reg S)
Notes
XS1309436910 €750,000,000 2 -0.451% 150 bps €1,182.01 per N/A 9.4971% €35,267,000 €714,733,000
Euro €1,000
Notes
The FX Rate at the Pricing Time was €1.00 = US $1.1808.
Offer Cap, Acceptance Priority Levels and Pro-Rating Factors
The Tenders validly submitted and not withdrawn by the Early Tender Deadline exceeded the Offer Cap
of US$1,900,000,000.
As further described in the Tender Offer Memorandum, the aggregate principal amount of each Series
that will be purchased pursuant to the Offers has been determined in accordance with the Acceptance
Priority Levels, with Acceptance Priority Level 1 being the highest and Acceptance Priority Level 2 being
the lowest. The Companies have accepted all US Dollar Notes validly tendered pursuant to the relevant
Offer, having Acceptance Priority Level 1, before any validly tendered Euro Notes, having Acceptance
Priority Level 2.
As the total amount payable (excluding Accrued Interest) for validly tendered Euro Notes would (together
with the total amount payable (excluding Accrued Interest) for validly tendered US Dollar Notes), if all
such Euro Notes were purchased, exceed the Offer Cap, the Euro Notes have been accepted on a pro-
rata basis such that total amount payable (excluding Accrued Interest) for all Notes validly tendered in
the Offers and accepted for purchase does not exceed the Offer Cap. The Pro-Rating Factor applied
to the Euro Notes is set out in the table above.
The total Final Acceptance Amount (in the case of the Euro Notes, by converting the principal amount
of Euro Notes validly tendered and accepted for purchase pursuant to the relevant Offer into US Dollars
at the FX Rate) is US$ 1,545,875,273.60.
Although the Offers are scheduled to expire at 11:59 p.m., New York time, on 30 September 2020, as
the Offer Cap has been reached by the Early Tender Deadline, no Notes tendered after the Early Tender
Deadline will be purchased pursuant to the Offers regardless of the Acceptance Priority Level of such
Notes.
Early Settlement
The Early Settlement Date for the Notes accepted for purchase pursuant to the Offers, as set out in the
above table, is expected to be 21 September 2020, the third Business Day after the Early Tender
Deadline. Holders will also receive Accrued Interest on the Notes validly tendered and accepted for
purchase in the Offers from (and including) the immediately preceding interest payment date for such
Notes to (but excluding) the Early Settlement Date, in each case determined in accordance with the
terms and conditions of the relevant Series.
Notes not accepted for purchase will be promptly returned to the tendering Holders or, in the case of
Notes tendered by book-entry transfer, such Notes will be promptly credited to the account maintained
at the relevant Clearing System from which Notes were delivered.
Further Information
Holders may contact the Lead Dealer Managers or the Tender and Information Agent using the
contact details below:
LEAD DEALER MANAGERS
Deutsche Bank AG, London Branch Merrill Lynch International
Winchester House 2 King Edward Street
1 Great Winchester Street London, EC1A 1HQ
London EC2N 2DB United Kingdom
United Kingdom
Telephone (London): +44 20 7996 5420
Telephone (London): +44 (0) 20 7545 8011 Telephone (U.S. Toll Free): +1 (888) 292 0070
Telephone (US Toll Free): +1 (866) 627 0391 Telephone (U.S.): +1 (980) 387 3907
Telephone (US): +1 (212) 250 2955 Attention: Liability Management Group
Attention: Liability Management Group Email: DG.LM-EMEA@bofa.com
In respect of the Offer for the US Dollar Notes: In respect of the Offer for the Euro Notes:
J.P. Morgan Securities LLC J.P. Morgan Securities plc
383 Madison Avenue 25 Bank Street
New York, New York 10179 London E14 5JP
United States of America United Kingdom
Telephone (U.S. Toll-Free): (866) 834-4666 Telephone: +44 20 7134 2468
Telephone (U.S. Collect): (212) 834-3424 Attention: Liability Management
Attention: Liability Management Group Email: liability_management_EMEA@jpmorgan.com
TENDER AND INFORMATION AGENT
Lucid Issuer Services Limited
Tankerton Works
12 Argyle Walk
London WC1H 8HA
Attention: David Shilson / Owen Morris
Phone: +44 (0)20 7704 0880
Email: bhp@lucid-is.com
Legal notices
This announcement must be read in conjunction with the Tender Offer Memorandum. The Tender Offer
Memorandum contains important information which must be read carefully before any decision is made
with respect to the Offers described in this announcement. If any Holder is in any doubt about any
aspect of the Offers and/or the action it should take, it is recommended to seek its own legal, tax and
financial advice from its stockbroker, bank manager, counsel, accountant or other independent adviser.
The Dealer Managers are acting exclusively for the Companies and no one else in connection with the
arrangements described in this announcement and the Tender Offer Memorandum and will not be
responsible to any Holder for providing the protections which would be afforded to customers of the
Dealer Managers or for advising any other person in connection with the Offers.
This announcement is for informational purposes only and is neither an offer to purchase nor the
solicitation of an offer to sell any of the securities described herein, and neither this announcement nor
the Tender Offer Memorandum constitutes an offer or invitation to participate in the Offers in any
jurisdiction in which, or to any person to or from whom, it is unlawful to make such offer or invitation or
for there to be such participation under applicable laws. The distribution of this announcement and the
Tender Offer Memorandum, and the transactions contemplated by the Offers, may be restricted in
certain jurisdictions by law. Persons into whose possession the Tender Offer Memorandum comes are
required by BHPB Finance Limited, BHPB Finance (USA) Limited, the Parent Companies, the Dealer
Managers and the Tender and Information Agent to inform themselves about and to observe any such
restrictions. The materials relating to the Offers, including this announcement, do not constitute, and
may not be used in connection with, an offer or solicitation in any place where, or from any person to or
whom, offers or solicitations are not permitted by law.
None of the Companies, the Parent Companies, the Dealer Managers or the Tender and Information
Agent or any of their respective directors, employees or affiliates make any representation or
recommendation whatsoever regarding this announcement, the Tender Offer Memorandum or the
Offers or whether any Holder should submit Tenders or refrain from doing so, and no one has been
authorised by any of them to make any such recommendation. None of the Companies, the Parent
Companies, the Dealer Managers or the Tender and Information Agent (or any of their respective
directors, officers, employees, agents or affiliates) is providing Holders with any legal, business, tax or
other advice in this announcement and/or the Tender Offer Memorandum.
NEITHER THIS ANNOUNCEMENT NOR THE TENDER OFFER MEMORANDUM HAS BEEN
REVIEWED BY ANY STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY IN THE
UNITED STATES, THE UNITED KINGDOM OR THE EUROPEAN ECONOMIC AREA, NOR HAS THE
U.S. SECURITIES AND EXCHANGE COMMISSION OR ANY SUCH COMMISSION OR AUTHORITY
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS ANNOUNCEMENT NOR THE TENDER
OFFER MEMORANDUM. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL AND MAY
BE A CRIMINAL OFFENCE.
United Kingdom
The communication of this announcement, the Tender Offer Memorandum and any other documents or
materials relating to the Offers is not being made, and such documents and/or materials have not been
approved, by an authorised person for the purposes of Section 21 of the Financial Services and Markets
Act 2000 (as amended). Accordingly, such documents and/or materials are not being distributed to, and
must not be passed on to, the general public in the United Kingdom, and are only for circulation to
persons to whom they can lawfully be circulated outside the United Kingdom or to persons within the
United Kingdom falling within the definition of investment professionals (as defined in Article 19(5) of the
Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”)), or within
Article 43(2) of the Order, or within Article 49(2)(a) to (d) of the Order, or to other persons to whom it
may lawfully be communicated in accordance with the Order (such persons together being the “Relevant
Persons”). Each of this announcement and the Tender Offer Memorandum is only available to Relevant
Persons and the transaction contemplated therein will be available only to, or engaged in only with,
Relevant Persons, and no person other than Relevant Persons should act on or rely on this
announcement, the Tender Offer Memorandum 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 Offers has been or will be lodged with the Australian Securities
and Investments Commission (“ASIC”) or any other regulatory authority in Australia and the Tender
Offer Memorandum does not comply with Division 5A of Part 7.9 of the Corporations Act.
No offers or applications will be made or invited for the purchase of any or all Notes in Australia (including
an offer or invitation which is received by a person in Australia).
This announcement, the Tender Offer Memorandum and any other offering material or advertisement
relating to any or all Notes 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 Tender Offer Memorandum 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.
Italy
None of the Offers, this announcement, the Tender Offer Memorandum or any other documents or
materials relating to the Offers has been or will be submitted to the clearance procedures of the
Commissione Nazionale per le Società e la Borsa (“CONSOB”) pursuant to Italian laws and regulations.
Therefore, the Offers may only be carried out in the Republic of Italy pursuant to an exemption under
article 101-bis, paragraph 3-bis of the Legislative Decree No. 58 of 24 February 1998, as amended (the
“Financial Services Act”) and article 35-bis, paragraph 4 of CONSOB Regulation No. 11971 of 14 May
1999, as amended. Holders of each Series of Notes that are resident and/or located in the Republic of
Italy may tender their Notes through authorised persons (such as investment firms, banks or financial
intermediaries permitted to conduct such activities in the Republic of Italy in accordance with the
Financial Services Act, CONSOB Regulation No. 20307 of 15 February 2018, as amended from time to
time, and Legislative Decree No. 385 of September 1, 1993, as amended) and in compliance with
applicable laws and regulations or with requirements imposed by CONSOB or any other Italian authority.
Each intermediary must comply with the applicable laws and regulations concerning information duties
vis-à-vis its clients in connection with the Notes and the Offers.
France
The Offers are not being made, directly or indirectly, to the public in the Republic of France. This
announcement and the Tender Offer Memorandum and any other document or material relating to the
Offers have only been and shall only be distributed in France to qualified investors as defined in Article
2(e) of Regulation (EU) 2017/1129. Neither this announcement nor the Tender Offer Memorandum has
been nor will be submitted for clearance to nor approved by the Autorité des Marchés Financiers.
General
Neither this announcement, the Tender Offer Memorandum nor any other materials relating to the Offers
constitutes an offer to buy or the solicitation of an offer to sell Notes (and Tenders will not be accepted
from Holders) in any circumstances in which such offer or solicitation is unlawful. If a jurisdiction requires
that the Offers be made by a licensed broker or dealer and any of the Dealer Managers or any of their
respective affiliates is a licensed broker or dealer in that jurisdiction, the Offers shall be deemed to be
made by such Dealer Manager or affiliate, as the case may be, on behalf of the Companies in that
jurisdiction.
Sponsor: UBS South Africa (Pty) Limited
Further information on BHP can be found at: bhp.com
Authorised for lodgement by:
Caroline Cox
Group General Counsel & Company Secretary
Media Relations Investor Relations
Email: media.relations@bhp.com Email: investor.relations@bhp.com
Australia and Asia Australia and Asia
Gabrielle Notley Tara Dines
Tel: +61 3 9609 3830 Mobile: +61 411 071 715 Tel: +61 3 9609 2222 Mobile: + 61 499 249 005
Europe, Middle East and Africa Europe, Middle East and Africa
Neil Burrows Elisa Morniroli
Tel: +44 20 7802 7484 Mobile: +44 7786 661 683 Tel: +44 20 7802 7611 Mobile: +44 7825 926 646
Americas Americas
Judy Dane Brian Massey
Tel: +1 713 961 8283 Mobile: +1 713 299 5342 Tel: +1 713 296 7919 Mobile: +1 832 870 7677
BHP Group Limited ABN 49 004 028 077 BHP Group plc Registration number 3196209
LEI WZE1WSENV6JSZFK0JC28 LEI 549300C116EOWV835768
Registered in Australia Registered in England and Wales
Registered Office: Level 18, 171 Collins Street Registered Office: Nova South, 160 Victoria Street
Melbourne Victoria 3000 Australia London SW1E 5LB United Kingdom
Tel +61 1300 55 4757 Fax +61 3 9609 3015 Tel +44 20 7802 4000 Fax +44 20 7802 4111
Members of the BHP Group which is
headquartered in Australia
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Date: 18-09-2020 07:05:00
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