Rio Tinto launches new debt reduction programme for up to $2.5 billion

22 May 2017

Rio Tinto launches new debt reduction programme for up to $2.5 billion

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Rio Tinto will use its strong liquidity position to further reduce gross debt, today launching a bond purchase plan for up to $2.5 billion.

Under the plan, Rio Tinto has issued a redemption notice for approximately $1.72 billion of its 2019 and 2020 US dollar-denominated notes and commenced cash tender offers to purchase up to approximately $781 million of its five 2021, 2022 and 2025 US dollar-denominated notes.

Today’s announcement is part of the Rio Tinto Group’s ongoing capital management plan and follows the successful completion of a series of $7.5 billion US dollar-denominated note redemptions and repurchases in 2016.

1. Redemption of Bonds

Rio Tinto today issued a notice of redemption for all of its 9.000 per cent notes due 1 May 2019 and for all of its 3.500 per cent notes due 2 November 2020 issued by Rio Tinto Finance (USA) Limited. These notes are guaranteed by Rio Tinto plc and Rio Tinto Limited. Approximately $1.719 billion in aggregate principal amount is outstanding. The redemption date is 21 June 2017. For additional information, note holders may call the trustee and paying agent, The Bank of New York Mellon, at +1-212-815-5811.

2. Cash Tender Offers

Rio Tinto Finance (USA) plc and Rio Tinto Finance (USA) Limited (each a “Company” and together, the “Companies”) are making cash tender offers to purchase up to approximately $781 million of the outstanding securities listed in the table below (the “Securities”), each guaranteed by Rio Tinto plc and Rio Tinto Limited (the “Securities”). The terms and conditions of the offers are described in the offer to purchase (the “Offer to Purchase”), dated 22 May 2017. Capitalized terms not otherwise defined in this announcement have the same meaning as assigned to them in the Offer to Purchase.

Title of Security

 

Issuer and Offeror

 

CUSIP/ISIN

 

Acceptance Priority Level

 

Outstanding Principal Amount

 

Early Tender Payment(1)

 

Fixed Spread (bps)

 

Reference U.S. Treasury Security

 

Bloomberg Reference Page

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

4.125% Notes due 2021

 

Rio Tinto Finance (USA) Limited

 

767201AN6/ US767201AN61

 

1

 

$579,979,000

 

U.S.$30

 

 

30

 

1.875% U.S. Treasury Notes due April 30, 2022

 

PX1

 

3.750% Notes due 2021

 

Rio Tinto Finance (USA) Limited

 

767201AQ9/ US767201AQ92

 

2

 

$627,029,000

 

U.S.$30

 

40

 

1.875% U.S. Treasury Notes due April 30, 2022

 

PX1

 

 

3.500% Notes due 2022

 

Rio Tinto Finance (USA) plc

 

76720AAC0/ US76720AAC09

 

3

 

$460,276,000

 

U.S.$30

 

45

 

1.875% U.S. Treasury Notes due April 30, 2022

 

PX1

 

2.875% Notes due 2022

 

Rio Tinto Finance (USA) plc

 

76720AAF3/ US76720AAF30

 

4

 

$513,642,000

 

U.S.$30

 

55

 

1.875% U.S. Treasury Notes due April 30, 2022

 

PX1

 

 

3.750% Notes due 2025

 

Rio Tinto Finance (USA) Limited

 

767201AS5/

US767201AS58

 

5

 

$1,200,000,000

 

U.S.$30

 

70

 

2.375% U.S. Treasury Notes due May 15, 2027

 

PX1

 

Note:

(1) Per $1,000 principal amount of Securities accepted for purchase.

The offer for the Securities (the “Offer”) will expire at 11:59pm, New York City time on 19 June 2017, unless extended (the “Expiration Date”). However, in order to be eligible to receive the Total Consideration (as defined below), which includes the $30 early tender payment referred to below, holders must tender by 5pm, New York City time on 5 June 2017 (the “Early Tender Deadline”).

The consideration (“Total Consideration”) for the Securities validly tendered and not validly withdrawn at or prior to the Early Tender Deadline and accepted for purchase by the relevant Company will be determined by the Dealer Managers based on a spread over the reference US Treasury Security, as set forth in the table above, in accordance with standard market practice as of 11am, New York City time, on 6 June 2017.

The consideration for each $1,000 principal amount of each series of Securities validly tendered after the Early Tender Deadline but on or prior to the Expiration Date and accepted for purchase by the relevant Company is equal to the Total Consideration for such series minus $30.

Holders whose Securities are accepted for purchase will also receive Accrued Interest on the relevant settlement date for the Offer.

The aggregate amount of each series of Securities that is purchased will be subject to the Maximum Tender Amount of $780,818,000, with the Acceptance Priority Level 1 being the highest and Acceptance Priority Level 5 being the lowest, provided that any Securities tendered at or prior to the Early Tender Deadline will be accepted for purchase in priority to any Securities tendered after the Early Tender Deadline, even if such Securities tendered following the Early Tender Deadline have a higher Acceptance Priority Level than Securities tendered on or prior to the Early Tender Deadline. If the Offer is oversubscribed, then the Securities will be subject to proration as described in the Offer to Purchase.

The Companies may elect after the Early Tender Deadline and at or prior to the Expiration Date to accept the Securities validly tendered at or prior to the Early Tender Deadline. If the Companies exercise this right, the Securities tendered prior to the Early Tender Deadline and accepted for purchase will be settled promptly thereafter, expected to be on or about 7 June 2017. If this right is not exercised, all Securities tendered in the Offer and accepted for purchase will be settled promptly after the Expiration Date, expected to be on or about 20 June 2017.

Offers

The offers are subject to the satisfaction of certain conditions set forth in the Offer to Purchase. If any of the conditions are not satisfied or waived by the Companies, the Companies will not be obligated to accept for purchase, purchase or pay for validly tendered Securities, in each case subject to applicable laws, and may terminate the offers. The offers are not conditioned on the tender of a minimum principal amount of Securities.

Following consummation of the offers, the Securities that are purchased in the offers will be retired and cancelled and no longer remain outstanding.

The above dates and times are subject, where applicable, to the right of the Companies to extend, re-open, amend, and/or terminate the offers, subject to applicable laws. Holders of Securities are advised to check with any bank, securities broker or other intermediary through which they hold Securities when such intermediary would require to receive instructions to participate in, or withdraw their instruction to participate in, the offers before the deadlines set out above.

Holders of Securities are advised to read carefully the Offer to Purchase for full details of and information on the procedures for participating in the offers. Holders of Securities may access the Offer to Purchase at http://www.gbsc-usa.com/RioTinto.

The Dealer Managers for the Offer are Mizuho Securities USA LLC, Morgan Stanley & Co. LLC and RBS Securities Inc.

Questions regarding the offers may be directed to:

Mizuho Securities USA LLC

Toll Free: +1 (866) 271 7403
Collect: +1 (212) 205 7736
London: +44 (0)20 7090 6442

Morgan Stanley & Co. LLC

Toll Free: +1 (800) 624 1808
Collect: +1 (212) 761 1057
London: +44 (0)20 7677 0473

RBS Securities Inc.

Toll Free: +1 (866) 884 2071
Collect: +1 (203) 897 2963
London: +44 (0)20 7678 5282

Copies of the Offer to Purchase may be obtained from the Depositary and Information Agent, Global Bondholder Services Corporation at +1 (866) 807 2200 (toll-free) or +1 (212) 430 3774 (collect) or in writing at 65 Broadway, Suite 404, New York, New York 10006.