FORM 6-K

BHP Group Limited

Date: February 24, 2023

/s/ Stefanie Wilkinson

Stefanie Wilkinson

Group Company Secretary

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

February 24, 2023

BHP GROUP LIMITED

(ABN 49 004 028 077)

(Exact name of Registrant as specified in its charter)

VICTORIA, AUSTRALIA

(Jurisdiction of incorporation or organisation)

171 COLLINS STREET, MELBOURNE,

VICTORIA 3000 AUSTRALIA

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F: ☒ Form 20-F ☐ Form 40-F

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐

Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934: ☐ Yes ☒ No

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): n/a

LOGO

NEWS RELEASE


Release Time		IMMEDIATE

Date		24 February 2023

Release Number		3/23

BHP PRICES US BOND OFFER

BHP Group Limited (BHP) has conducted an offer and successfully priced US$2.75 billion of senior unsecured bonds in the US market.

The bonds will be issued by BHP Billiton Finance (USA) Limited, a wholly owned subsidiary of BHP, under BHP’s US debt registration statement which was filed with the US Securities and Exchange Commission on 22 February 2023. The bonds will be guaranteed by BHP.

The offering comprises three tranches of bonds. The principal amount, tenor and coupon for each tranche of bonds are:

•

US$1.0 billion in three-year bonds priced at a fixed coupon of 4.875% maturing on 27 February 2026

•

US$1.0 billion in five-year bonds priced at a fixed coupon of 4.750% maturing on 28 February 2028

•

US$750 million in ten-year bonds priced at a fixed coupon of 4.900% maturing on 28 February 2033

BHP intends to use the proceeds from the bonds for general corporate purposes.

Settlement of the bonds is expected to occur on 28 February 2023, subject to customary closing conditions.

This announcement is not an offer to sell or the solicitation of an offer to buy securities. The offer is being made pursuant to an effective shelf registration statement filed with the U.S. Securities and Exchange Commission (“SEC”). The offer is being made only by means of a prospectus and related prospectus supplement. The prospectus and related preliminary prospectus supplement may be obtained by visiting the SEC’s website at www.sec.gov. Alternatively, you may request these documents by calling Barclays Capital Inc. at 1-888-603-5847, BofA Securities, Inc. at 1-800-294-1322, BNP Paribas Securities Corp. at 1-800-854-5674, MUFG Securities Americas Inc. at 1-877-649-6848 or Santander US Capital Markets LLC at 1-855-403-3636.

No sale or offer to sell these securities or invitation or solicitation of an offer to purchase these securities will be made in any jurisdiction in which such offer, invitation, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

Authorised for lodgement by:

Stefanie Wilkinson

Group Company Secretary


Media Relations		Investor Relations

Email: media.relations@bhp.com		Email: investor.relations@bhp.com

Australia and Asia		Australia and Asia

Gabrielle Notley		John-Paul Santamaria
Tel: +61 3 9609 3830 Mobile: +61 411 071 715		Mobile: +61 499 006 018

Europe, Middle East and Africa		Europe, Middle East and Africa

Neil Burrows		James Bell
Tel: +44 20 7802 7484 Mobile: +44 7786 661 683		Tel: +44 2078 027 144 Mobile: +44 7961 636 432

Americas		Americas

Renata Fernandaz		Monica Nettleton
Mobile: +56 9 8229 5357		Mobile: +1 (416) 518-6293

BHP Group Limited ABN 49 004 028 077

LEI WZE1WSENV6JSZFK0JC28

Registered in Australia

Registered Office: Level 18, 171 Collins Street

Melbourne Victoria 3000 Australia

Tel +61 1300 55 4757 Fax +61 3 9609 3015

BHP Group is headquartered in Australia

LOGO

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.