Mr. Andy Lloyd reports
BARRICK ANNOUNCES DEBT TENDER OFFER
Barrick Gold Corp. and certain of its subsidiaries have commenced a cash tender offer for specified series of outstanding notes. The terms and conditions of the tender offer are described in an offer to purchase and the related letter of transmittal, each dated today. (All amounts are expressed in U.S. dollars.)
The tender offer
Barrick, Barrick North America Finance LLC and Barrick (PD) Australia Finance Pty. Ltd. are offering to purchase for cash the series of notes set out in the attached table for an aggregate purchase price (including principal and premium) of up to $750-million, as such amount may be increased by the offerors, plus accrued and unpaid interest on the notes from the last applicable interest payment date up to, but not including, the settlement date. The amount of a series of notes that is purchased in the tender offer will be based on the order of priority (the acceptance priority level) for such series of notes as set forth in the attached table, with one being the highest acceptance priority level and seven being the lowest acceptance priority level. In addition, the aggregate principal amount relating to the offer to purchase the series of notes with acceptance priority Level 2 will be limited to $275-million (such principal amount, the Priority 2 tender cap). If there are sufficient remaining funds to purchase some, but not all, of the notes tendered of any series (other than the Priority 2 notes), the amount of notes purchased in that series will be subject to proration using the procedure more fully described in the offer to purchase. In addition, if Priority 2 notes are validly tendered and not validly withdrawn such that the aggregate principal amount to be purchased of such Priority 2 notes would exceed the Priority 2 tender cap, the amount of Priority 2 notes purchased will be subject to proration using the procedure more fully described in the offer to purchase.
OUTSTANDING NOTES AND PRIORITY LEVELS
Aggregate
Title of principal Acceptance Reference U.S.
security Cusip No. amount priority level treasury
outstanding security
067901AN8
2.50% notes due 067901AM0 $251,669,000 1 1.00% due Sept.
2018 (2) C03420AE3 15, 2018
6.95% notes due 1.375% due Sept.
2019 (2) 067901AB4 $750,000,000 2 30, 2020
067901AL2
3.85% notes due 067901AJ7 $1,250,000,000 3 2.00% due Aug.
2022 (2) C03420AD5 15, 2025
067901AQ1
4.10% notes due 067901AP3 $1,500,000,000 4 2.00% due Aug.
2023 (2) C03420AF0 15, 2025
4.95% notes due 1.375% due Sept.
2020 (3) 06849UAC9 $400,000,000 5 30, 2020
6.80% notes due 1.00% due Sept.
2018 (4) 06849RAB8 $500,000,000 6 15, 2018
06849RAD4
4.40% notes due 06849RAF9 $1,350,000,000 7 1.375% due Sept.
2021 (4) U0684TAA4 30, 2020
Title of Bloomberg Fixed spread Early tender
security reference page (basis points) premium (1)
2.50% notes due
2018 (2) FIT1 +120 $30.00
6.95% notes due
2019 (2) FIT1 +105 $30.00
3.85% notes due
2022 (2) FIT1 +300 $30.00
4.10% notes due
2023 (2) FIT1 +325 $30.00
4.95% notes due
2020 (3) FIT1 +190 $30.00
6.80% notes due
2018 (4) FIT1 +215 $30.00
4.40% notes due
2021 (4) FIT1 +350 $30.00
(1) Per $1,000 principal amount of notes validly tendered and
accepted for purchase. The early tender premium is included in
the total consideration for notes validly tendered and not
validly withdrawn in the tender offer at or prior to the early
tender date.
(2) Barrick is the applicable offeror for the 2.50-per-cent
notes due 2018, the 6.95-per-cent notes due 2019, the 3.85-
per-cent notes due 2022 and the 4.10-per-cent notes due 2023.
(3) Barrick (PD) Australia Finance Pty. Ltd. is the applicable
offeror for the 4.95-per-cent notes due 2020.
(4) Barrick North America Finance LLC is the applicable
offeror for the 6.80-per-cent notes due 2018 and the 4.40-
per-cent notes due 2021.
The tender offer will expire at midnight (New York time) on Oct. 27, 2015, unless extended. Holders of notes must validly tender and not validly withdraw their notes at or prior to 5 p.m. (New York time) on Oct. 13, 2015, to be eligible to receive the applicable total consideration, which includes an early tender premium of $30 per $1,000 of principal amount of notes accepted for purchase. Holders of notes who tender their notes after the early tender date, but at or prior to the expiration date, will be eligible to receive only the applicable tender offer consideration, which is an amount equal to the total consideration minus the early tender premium. The total consideration or tender offer consideration, as applicable, will only be paid to holders of tendered notes to the extent that the applicable offeror accepts such notes for purchase.
The total consideration or the tender offer consideration, as applicable, for each series, per $1,000 principal amount of notes validly tendered and accepted for purchase pursuant to the tender offer, will be determined in the manner described in the offer to purchase by reference to a fixed spread specified for each series of notes over the applicable yield based on the bid side price of the U.S. treasury security specified for each series of notes on the front page of the offer to purchase or in the attached table, as calculated by the dealer managers at 2 p.m. (New York time) on Oct. 14, 2015. In addition to the total consideration or the tender offer consideration, as applicable, accrued and unpaid interest on the notes accepted for purchase will be paid from the last applicable interest payment date up to, but not including, the settlement date.
Notes may be validly withdrawn at any time at or prior to 5 p.m. (New York time) on Oct. 13, 2015, unless such date and time are extended by the company, but not thereafter unless otherwise required by applicable law.
The settlement date for the tender offer will follow promptly after the expiration date. The offerors expect the settlement date will be Oct. 28, 2015.
The tender offer is subject to the satisfaction of certain conditions set forth in the offer to purchase. If any of the conditions are not satisfied or waived by the offerors, the offerors will not be obligated to accept for purchase, or pay for, validly tendered notes, in each case subject to applicable laws, and may terminate the tender offer. The tender offer is not conditioned on the tender of a minimum principal amount of notes.
The dealer managers for the tender offer are Citigroup Global Markets Inc., Morgan Stanley & Co. LLC and RBC Capital Markets LLC. Questions regarding the tender offer may be directed to Citigroup Global Markets Inc. at 1-800-558-3745 (toll-free) or 1-212-723-6106 (collect), Morgan Stanley & Co. LLC at 1-800-624-1808 (toll-free) or 1-212-761-1057 (collect) or RBC Capital Markets LLC at 1-877-381-2099 (toll-free) or 1-212-618-7822 (collect). Copies of the offer to purchase and the letter of transmittal may be obtained from the information agent, Global Bondholder Services Corp., at 1-866-470-3800 (toll-free) or 1-212-430-3774 (collect) or in writing at 65 Broadway, Suite 404, New York, N.Y., 10006.
We seek Safe Harbor.
© 2024 Canjex Publishing Ltd. All rights reserved.