BHP Billiton Finance Limited
BHP Billiton Limited
$5,000,000,000 Medium Term Note Programme dated 8 October 2012 and Note Deed Poll dated 11 October 1999.
Dated 16 October 2012
Nature of the bonds
Direct, unsubordinated and unsecured obligations of the Issuer and will rank at least equally with all other unsecured and unsubordinated obligations of the Issuer, except liabilities mandatorily preferred by law.
3.75% per annum, payable semi-annually (in two coupons of 1.875%) in arrears on 18 April and 18 October in each year, including the Maturity Date.
Repayment at par on the maturity date
On the Maturity Date, Holders are scheduled to receive the Face Value and the final payment of Interest for the last Interest Period.
Key benefits include:
- interest paid semi-annually in arrears;
- interest paid as 100% cash;
- interest is not deferrable nor are interest payments discretionary;
- rank equally with all other senior and unsecured creditors of the Issuer.
The value of an investment in BHP Bonds may fluctuate due to various factors, including investor perceptions, worldwide economic conditions, interest rates, debt market conditions and factors that may affect BHP’s financial performance. The following risks may also affect an investment in BHP Bonds:
- BHP’s financial performance and rating – a change in BHP’s financial condition or rating may impact on the market value and the transferability of the Bonds;
- Liquidity risk – an active secondary market in respect of the Bonds may never be established or may be illiquid and this would adversely affect the value at which an investor could sell the Bonds;
- Interest rate risk – the value of Fixed Rate Bonds may be adversely affected by movements in market interest rates;
- Structural risk – the Issuer has no material assets or sources of revenue except for claims against, and advances made to it by, other Group companies under intercompany loans and assets or liabilities under certain hedging arrangements;
- Commodity risk – fluctuations in commodity prices and impacts of ongoing global economic volatility may negatively affect BHP’s results, including cash flows and asset values;
- Currency risk – BHP’s financial results may be negatively affected by currency exchange rate fluctuations;
- Litigation risks – risks relating to litigation and regulatory actions;
- Default risk – if an event of default occurs under the Bonds, or the Issuer fails to perform any obligation in relation to the Bonds, such event or failure may impact on the value of an investment in the Bonds, the transferability of the Bonds and the ability of a holder to recover amounts due under the Bonds; In assessing potential default risk, a bondholder should consider the periodic and continuous disclosures made by the Issuer.
The Issuer or Guarantor shall not create any Security (other than Permitted Security) upon its present or future assets or revenues to secure any debt securities, unless the Bonds are similarly secured. Permitted Security includes that given in respect of asset or project financing, certain refinancings and certain convertible or exchangeable bonds.
Early redemption by issuer
Yes, for tax reasons
Events of default
Events of Default include:
- Failure to Pay: Applicable with a cure period of three business days;
- Breach of Other Obligations: Applicable with a cure period of 30 Business Days;
- Cross Default: Applicable, Threshold Amount is US$ 100,000,000;
- Enforcement or Attachment: Applicable with a Threshold Amount of US$100,000,000;
- Insolvency: Applicable;
- Cessation of Business: Applicable;
- Obligations Unenforceable: Applicable.