Davis Polk on Rio Tinto $2 Billion Notes Offering and Cash Tender Offer

Davis Polk & Wardwell LLP advised Morgan Stanley & Co. Incorporated, Credit Suisse Securities (USA) LLC, Barclays Capital Inc., BNP Paribas Securities Corp., Citigroup Global Markets Inc., Credit Agricole Securities (USA) Inc. and HSBC Securities (USA) Inc. as joint bookrunners and representatives of the underwriters on an SEC-registered offering by Rio Tinto Finance (USA) Limited of $2 billion aggregate principal amount of notes guaranteed by Rio Tinto plc and Rio Tinto Limited. The offering consisted of $500 million principal amount of 1.875% notes due 2015, $1 billion principal amount of 3.5% notes due 2020 and $500 million principal amount of 5.2% notes due 2040.

Davis Polk also advised Morgan Stanley & Co. Incorporated, Credit Suisse Securities (USA) LLC, BNP Paribas Securities Corp., Credit Agricole Securities (USA) Inc. and HSBC Securities (USA) Inc. as lead dealer managers in connection with a concurrent cash tender offer by Rio Tinto Finance (USA) Limited for any and all of its outstanding 5.875% notes due 2013, for which the net proceeds of the notes offering were used. Approximately $1.9 billion in aggregate principal amount of the 5.875% notes due 2013 were validly tendered in the tender offer.

Rio Tinto Finance (USA) Limited is a finance company of the Rio Tinto Group, which is a leader in finding, mining and processing the earth’s mineral resources. Major products include aluminum, copper, diamonds, energy (coal and uranium), gold, industrial minerals (borax, titanium dioxide, salt and talc) and iron ore. The Rio Tinto Group’s activities span the world but are strongly represented in Australia and North America with significant businesses in South America, Asia, Europe and southern Africa.

The Davis Polk corporate team included partner Nigel D. J. Wilson and associates Won Juan Kim, Radoslaw Michalak and Jennifer Poh (not yet admitted). Partner John D. Paton and associate Alon Gurfinkel provided tax advice. Bhupinder Grewal was the legal assistant on the transaction. All members of the Davis Polk team are based in the London office.

 

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