Rio Tinto offers to purchase $1.2 billion 3.75% notes due 2025

By Marisa Wong

Los Angeles, Oct. 28 – Rio Tinto Finance (USA) Ltd. is making an offer to purchase for cash any and all of its $1.2 billion outstanding 3.75% notes due June 15, 2025 (Cusip: 767201AS5) guaranteed by Rio Tinto plc and Rio Tinto Ltd., according to a press release

Pricing will be based on the 0.625% U.S. Treasury note due Oct. 15, 2024 and a fixed spread of 25 basis points. Pricing will be calculated at 10 a.m. ET on Nov. 3.

The offer expires at 5 p.m. ET on Nov. 3. Tenders via guaranteed delivery procedures are due by 5 p.m. ET on Nov. 5.

Settlement is expected to be on Nov. 5, or Nov. 8 in the case of securities delivered under guaranteed delivery procedures.

The company will also pay accrued interest to but excluding the settlement date. However, no additional interest will be paid for the period from the Nov. 5 settlement date to the guaranteed delivery settlement date.

The purpose of the offer is to refinance a portion of existing debt. Together with a proposed offering of new debt securities, the tender offer is intended to extend Rio Tinto’s debt maturity profile.

The tender offer is conditioned on completion of the offering of new dollar-denominated notes but is not conditioned on the tender of any minimum principal amount.

After the tender offer, and provided the financing condition is met, the company intends to redeem any remaining outstanding securities at a make-whole price, to be calculated using the same fixed spread of 25 bps.

The company noted that holders who participate in the tender offer may be given some preference in the allocation of new notes.

Citigroup Global Markets Ltd. (+44 20 7986 8969, 800 558-3745, 212 723-6106 or liabilitymanagement.europe@citi.com), Credit Agricole Securities (USA) Inc. (866 807-6030 or us.liabilitymanagement@ca-cib) and Merrill Lynch International (+44 20 7996 5420, 888 292-0070, 980 387-3907 or DG.LM-EMEA@bofa.com) are the dealer managers for the offer.

The depositary, paying and information agent is Global Bondholder Services Corp. (866 470-3700, 212 430-3774 or contact@gbsc-usa.com).

Rio Tinto is a metals and mining company based in London.

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