UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
September 22, 2017
| BHP BILLITON LIMITED (ABN 49 004 028 077) (Exact name of Registrant as specified in its charter)
VICTORIA, AUSTRALIA (Jurisdiction of incorporation or organisation)
171 COLLINS STREET, MELBOURNE, VICTORIA 3000 AUSTRALIA (Address of principal executive offices) |
BHP BILLITON PLC (REG. NO. 3196209) (Exact name of Registrant as specified in its charter)
ENGLAND AND WALES (Jurisdiction of incorporation or organisation)
NOVA SOUTH, 160 VICTORIA STREET LONDON, SW1E 5LB UNITED KINGDOM (Address of principal executive offices) |
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or
Form 40-F: ☒ Form 20-F ☐ Form 40-F
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐
Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934: ☐ Yes ☒ No
If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): n/a
| NEWS RELEASE |
|
| Release Time | IMMEDIATE | |
| Date | 22 September 2017 | |
| Release Number | 31/17 | |
Final Results of BHP’s US Tender Offers
BHP announced today the final results of its US Tender Offers which formed part of a global multi-currency bond repurchase plan launched on 21 August 2017.
BHP has used its strong cash position to fund the US$2.9 billion global multi-currency bond repurchase plan. In total, BHP spent US$1.9 billion repurchasing Euro and GBP bonds and US$1.0 billion repurchasing US bonds. Early repayment of these bonds has extended BHP’s average debt maturity profile and enhanced BHP’s capital structure.
US Tender Offers
BHP Billiton Finance (USA) Limited (the Company), a wholly-owned subsidiary of BHP Billiton Limited, today announced the expiration of its previously announced tender offers for an aggregate purchase price (excluding accrued and unpaid interest) of up to US$1,000,000,000 (the Offer Cap) of its US$529,978,000 3.250% Senior Notes due 2021 (the 2021 Notes), its US$859,938,000 2.875% Senior Notes due 2022 (the 2022 Notes) and its US$1,500,000,000 3.850% Senior Notes due 2023 (the 2023 Notes, and together with the 2021 Notes and the 2022 Notes, the Notes) (the Tender Offers).
The Tender Offers were made pursuant to the terms and conditions set forth in the offer to purchase dated 21 August 2017 (the Offer to Purchase). Terms not defined in this announcement have the meanings given to them in the Offer to Purchase.
The Tender Offers expired at 11:59 p.m., New York City time, on 21 September 2017. As announced on 8 September 2017, the Offer Cap of US$1,000,000,000 had been reached as of the Early Tender Date of 7 September 2017.
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With the completion of the Tender Offers, the Company will have repurchased an aggregate principal amount of US$923,532,000 of several series of its outstanding notes, as set out in the table below:
| Title of Security |
CUSIP/ISIN Number |
Principal amount purchased |
Principal amount outstanding after purchase | |||
| 3.850% Senior Notes due 2023 | 055451AU2/ | US$765,587,000 | US$734,413,000 | |||
| US055451AU28 | ||||||
| 2.875% Senior Notes due 2022 | 055451AQ1/ | US$157,945,000 | US$701,993,000 | |||
| US055451AQ16 | ||||||
| 3.250% Senior Notes due 2021 | 055451AL2/ | US$0 | US$529,978,000 | |||
| US055451AL29 |
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.
None of the Company, the Guarantors, the Dealer Managers or their affiliates, their respective boards of directors, 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, pursuant to the Tender Offers.
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 Tender Offers, and it is unlawful and may be a criminal offense to make any representation to the contrary.
United Kingdom. The communication of the Offer to Purchase and any other documents or materials relating to the Tender Offers were 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 were 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 was 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 (the 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 were 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.
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Further information on BHP can be found at: bhp.com
| Media Relations
Email: media.relations@bhpbilliton.com
Australia and Asia
Ben Pratt Tel: +61 3 9609 3672 Mobile: +61 419 968 734
Fiona Hadley Tel: +61 3 9609 2211 Mobile: +61 427 777 908
United Kingdom and South Africa
Neil Burrows Tel: +44 20 7802 7484 Mobile: +44 7786 661 683
North America
Bronwyn Wilkinson Mobile: +1 604 340 8753
Judy Dane Tel: +1 713 961 8283 Mobile: +1 713 299 5342 |
Investor Relations
Email: investor.relations@bhpbilliton.com
Australia and Asia
Tara Dines Tel: +61 3 9609 2222 Mobile: +61 499 249 005
Andrew Gunn Tel: +61 3 9609 3575 Mobile: +61 402 087 354
United Kingdom and South Africa
Rob Clifford Tel: +44 20 7802 4131 Mobile: +44 7788 308 844
Elisa Morniroli Tel: +44 20 7802 7611 Mobile: +44 7825 926 646
Americas
James Wear Tel: +1 713 993 3737 Mobile: +1 347 882 3011 |
| BHP Billiton Limited ABN 49 004 028 077 LEI WZE1WSENV6JSZFK0JC28 Registered in Australia Registered Office: Level 18, 171 Collins Street Melbourne Victoria 3000 Australia Tel +61 1300 55 4757 Fax +61 3 9609 3015 |
BHP Billiton Plc Registration number 3196209 LEI 549300C116EOWV835768 Registered in England and Wales Registered Office: Nova South, 160 Victoria Street London SW1E 5LB United Kingdom Tel +44 20 7802 4000 Fax +44 20 7802 4111 |
Members of the BHP Group which is
headquartered in Australia
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| BHP Billiton Limited and BHP Billiton Plc | ||||||
| Date: September 22, 2017 | By: | /s/ Margaret Taylor | ||||
| Name: | Margaret Taylor | |||||
| Title: | Group Company Secretary | |||||