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Sunday, April 23, 2017 10:17:35 PM

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Elliott's Plan to Unlock $46B at BHP

Elliott's Plan to Unlock 50% or $46B of Value at BHP


Elliott holds long economic interest in BHP of approximately 4.1% of issued shares
Despite being a leading global resources company with a portfolio of best-in-class large-scale diversified mining assets, BHP has underperformed a portfolio of comparable mineral and petroleum companies
Despite the progressive demerger of South32 in May 2015, management still cannot deliver optimal shareholder value without:
Resolving the shareholder value inefficiencies from dual-listing
Monetizing the intrinsic value of US petroleum business
Enhancing capital management to an optimal level
BHP Shareholder Value Unlock Plan is designed to address these issues with 3 key steps:
Unifying BHP’s dual-listed company structure into a single Australian-headquartered and Australian tax resident listed company
Demerging and separately listing BHP’s US petroleum business on the NYSE
Adopting a policy of consistent and value-optimized capital returns to shareholders
Analysis shows that implementation of this plan could enable management to provide shareholders with an increase in value of up to 48.6% (limited shareholders) / 51% (PLC shareholders)
Step 1: Unifying BHP into a single Australian-headquartered and Australian tax resident listed company

Following the South32 demerger, estimate that PLC now generates only 8.9% of BHP’s EBITDA but PLC accounts for 39.7% of BHP’s aggregate number of issued shares
Long-term misalignment of profits vs. shareholder base has led to a massive and continuing build-up of franking credits – totaling $9.7B or 10% of BHP’s market cap
Over the last 16 years since the completion of dual listing, PLC’s shares have traded at an average discount of 12.7% to Limited shares
Price dislocation stems from the economic asymmetry which in turn undermines the fundamental principles and objectives of the dual listing structure
Unification would:
Create a single Australian-headquartered and Australian tax resident unified BHP company which would be managed from Australia. That company could retain BHP’s current stock market listings and continue to be included within key FTSE and ASX stock indices
Put BHP’s Limited and PLC shareholders on the same footing, eliminate current trading value mismatch
Allow BHP to access the value represented by its existing massive $9.7B franking credit balance, plus future franking credits generated by the business
Significantly enhance the scope for, and optimize the impact of, BHP share buybacks – unified BHP’s management could return the substantial upcoming excess cash flow to shareholders by way of 14% discounted off-market share buybacks
Remove any need to use the Dividend Share Mechanism, thereby avoiding wastage of valuable franking credits
Help management to avoid making badly timed acquisitions paid for in cash, given the opportunity to deploy significant cash resources in value-enhancing post-unification share buybacks
Increase the scope for management to pursue appropriate acquisition opportunities using unified BHP’s own shares as consideration
Remove certain other material tax, operational and strategic inefficiencies caused by the dual listing structure
Step 2: Demerging and separately listing BHP’s US petroleum business

Based on commonly utilized valuation metrics for comparable businesses, the indicated value for BHP’s US petroleum business is $22B, which is well in excess of the current analyst consensus valuation for that business
Analysis indicates that US petroleum business has not been able to successfully contribute to shareholder value at BHP since:
It provides no meaningful diversification benefits to BHP as a whole
Lack of synergies between US petroleum business and its mining assets
Intrinsic value is being obscured by bundling it with BHP’s other assets
Demerger and separate listing of US petroleum assets on the NYSE would:
Unlock the intrinsic value of the US petroleum business and provide shareholders with access to what we believe would be a much higher market value for that business
Allow the demerged US petroleum business to be properly capitalized and pursue value-accretive strategic opportunities
Allow BHP’s management to fully focus on deriving value from BHP’s unrivalled portfolio of first-tier mineral assets
Allow BHP’s investors to tailor their own desired exposure to US energy and petroleum equities rather than being constrained by the fixed acreage composition and petroleum vs. minerals mix currently being offered by BHP
Step 3: Adopting a policy of consistent and optimized capital returns to shareholders

BHP is expected to generate $31B of excess cash flow in the next 5 years, assuming the current 50% payout ratio of net income
A clearly defined and communicated ongoing 14% discounted off-market buyback program undertaken by a unified Australian tax resident BHP which has demerged its US petroleum business would:
Enable BHP to pursue its own shares at a substantial discount, achieving an overall cost which is 5.6% lower than the price at which BHP can currently buy back its shares
Release up to 66% more franking credits to shareholders
Facilitate an initial off-market buyback of at least $6B
Within the 5 year period ending June 2022, in addition to the continuation of the current 50% payout ratio, adopting this capital return policy as part of the Value Unlock Plan could result in:
Total $33B being returned to shareholders via buybacks
29% of core BHP’s share capital being repurchased
Total EPS accretion from buybacks of 33% in respect of the shares remaining in issue after the 14% discounted buyback program
An increase in BHP’s NAV of $20B (21% of current market cap)
Our analysis indicates that implementation of the Value Unlock Plan could provide BHP shareholders with an increase in the value attributable to their shareholdings of up to 48.6% (Limited Shareholders) / 51% (PLC Shareholders).
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