Anglo American takes in tenders for $969 million in non-U.S. offer

By Susanna Moon

Chicago, March 28 – Anglo American Capital plc said it plans to accept for purchase $968,917,171 of notes tendered in the offer that ended at 11 a.m. ET on March 27.

As announced March 20, the company was holding a non-U.S. tender offer for six series of its notes until March 27 and a U.S. tender offer for two series of its notes until April 17.

In the non-U.S. tender offer, the company was offering to spend up to $1.25 billion.

Anglo accepted for purchase the following amount of notes, according to company update:

• €280,246,000 of the €537,805,000 outstanding 1¾% notes due April 3, 2018;

• £175,119,000 of the £266,743,000 outstanding 6 7/8% notes due May 1, 2018;

• €232,855,000 of the €481,635,000 outstanding 2½% notes due Sept. 18, 2018;

• €175,996,000 of the €750 million outstanding 2¾% notes due June 7, 2019;

• None of the €600 million outstanding 1½% notes due April 1, 2020; and

• None of the €600 million outstanding 2 7/8% notes due Nov. 20, 2020.

The $1.25 billion cap includes the payment of derivative costs but excludes the payment of accrued interest.

Pricing was scheduled for 8 a.m. ET on March 28 using a purchase yield for a purchase price as follows, assuming a settlement date of March 30:

• For the 1¾% notes, the purchase yield is negative 0.15% for a purchase price of 101.924% of par;

• For the 6 7/8% notes, pricing will be set using the 5% U.K. Treasury Gilt due March 7, 2018 plus 70 basis points;

• For the 2½% notes, the purchase yield is zero for a purchase price of 103.678%; and

• For the 2¾% notes, pricing will be set using the June 2019 interpolated mid-swap rate plus 50 bps.

Holders will also receive accrued interest through the settlement date of March 30.

The non-U.S. tender offer is not open to holders located in the United States.

U.S. tender offer

In the U.S. tender offer, the company is offering to spend up to $250 million to repurchase its $850 million of 3.625% senior securities due May 14, 2020 and $500 million 4.45% senior securities due Sept. 27, 2020.

The $250 million cap excludes the payment of accrued interest.

The total purchase price for each series will be determined by using the sum of the purchase spread, 140 bps, and the yield of the 1.625% U.S. Treasury due March 15, 2020 at 10 a.m. ET on April 3.

Each total purchase will include an early tender premium of $30 per $1,000 principal amount of notes tendered by the early tender deadline, 5 p.m. ET on March 31.

The tender offer will end at 11:59 p.m. ET on April 17.

Holders will also receive accrued interest through the settlement date of April 5 for early tendered notes and of April 19 for any remaining tenders.

If the cap is exceeded on the early settlement date, the company will not accept for purchase any notes tendered after the early tender deadline.

The company planned to issue dollar- and/or euro-denominated notes of benchmark size, and the tender offers are contingent on the issue of the new notes.

For both offers, the global coordinators are Citigroup Global Markets Ltd. and Morgan Stanley & Co. International plc.

For the non-U.S. tender offer, the joint dealer managers are Banco Bilbao Vizcaya Argentaria SA (+44 20 7648 7516, +44 20 7397 6125 or liabilitymanagement@bbva.com), Banco Santander, SA (+44 20 7756 6909, +44 20 7756 6648, tommaso.grospietro@santandergcb.com or King.Cheung@santandergcb.com), Barclays Bank plc (+44 20 3134 8515 or eu.lm@barclays.com), Citigroup (+44 20 7986 8969 or liabilitymanagement.europe@citi.com) and Morgan Stanley (+44 20 7677 7799 or liabilitymanagement.europe@morganstanley.com).

For the non-U.S. tender offer, the tender agent is Lucid Issuer Services Ltd. (+44 20 7704 0880 or angloamerican@lucid-is.com).

For the U.S. tender offer, the joint dealer managers are Citigroup (800 558-3745, 212 723-6106, +44 20 7986 8969 or liabilitymanagement.europe@citi.com), Credit Suisse Securities (Europe) Ltd. (800 820-1653, 212 538-2147, +44 20 7888 8763, +44 20 7888 9350 or liability.management@credit-suisse.com), Goldman Sachs & Co. (800 828-3182, 212 357-1057, +44 20 7774 9862 or liabilitymanagement.eu@gs.com), Morgan Stanley (800 624-1808, 212 761-1057, +44 20 7677 5040 or liabilitymanagement.europe@morganstanley.com) and UBS Securities LLC (888 719-4210, 203 719-4210, +44 20 7568 2133 or ol-liabilitymanagement-eu@ubs.com).

For the U.S. tender offer, the information and tender agent is D.F. King & Co., Inc. (212 269-5550, 800 330-5897 or anglo@dfking.com).

Anglo American is a subsidiary of London-based mining company Anglo American plc.

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