Mr. Daniel Oh reports
BARRICK ANNOUNCES PRICING FOR DEBT TENDER OFFER
The reference yield, tender offer consideration and total consideration in Barrick Gold Corp.'s cash tender offer have been specified for its 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 Nov. 2, 2016.
All amounts expressed are in U.S. dollars unless otherwise indicated.
The tender offer
The tender offer commenced on Nov. 2, 2016. Barrick and Barrick North America Finance LLC 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 $650-million, 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 for such series of notes as set forth in the attached table, with one being the highest acceptance priority level and three being the lowest acceptance priority level. If there are sufficient remaining funds to purchase some, but not all, of the notes tendered of any series, the amount of notes purchased in that series will be subject to proration using the procedure more fully described in the offer to purchase.
The attached table presents the applicable tender offer consideration or total consideration to be paid to each holder of notes accepted for purchase and the reference yield used in the calculation of such consideration.
NOTE TENDER OFFER
Reference
Acceptance U.S.
Title of Cusip priority Treasury Reference
security No. level security yield
4.40% notes due 06849RAD4 1 1.250% due Oct. 1.713%
2021 (3) 06849RAF9 31, 2021
U0684TAA4
4.10% notes due 067901AQ1 2 1.500% due Aug. 2.297%
2023 (4) 067901AP3 15, 2026
C03420AF0
3.85% notes due 067901AL2 3 1.250% due Oct. 1.713%
2022 (4) 067901AJ7 31, 2021
C03420AD5
Fixed
spread Tender Early
Title of (basis offer tender Total
security points) consideration (1) premium (1) (2) consideration (1) (2)
4.40% notes due +45 $1,065.32 $30.00 $1,095.32
2021 (3)
4.10% notes due +65 $1,036.92 $30.00 $1,066.92
2023 (4)
3.85% notes due +90 $1,031.15 $30.00 $1,061.15
2022 (4)
(1) Per $1,000 principal amount of notes validly tendered and accepted for
purchase.
(2) 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 (as defined herein).
(3) Barrick North America Finance is the applicable offeror for the 4.40-
per-cent notes due 2021.
(4) Barrick is the applicable offeror for the 4.10-per-cent notes due 2023
and the 3.85-per-cent notes due 2022.
Holders of notes validly tendered and not validly withdrawn at or prior to 5 p.m., New York time, on Nov. 16, 2016, and accepted for purchase, will 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 validly tender their notes after the early tender date, but at or prior to the expiration date (as defined herein), will be eligible to receive only the applicable tender offer consideration, which is an amount equal to the applicable total consideration minus the early tender premium. The tender offer consideration or total 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 tender offer consideration or the total consideration, as applicable, for each series per $1,000 principal amount of notes was determined by reference to the applicable fixed spread specified for such series over the applicable yield based on the bid side price of the applicable reference U.S. Treasury security specified for such series of notes on the front page of the offer to purchase or in the attached table, as calculated by J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC and RBC Capital Markets LLC at 2 p.m., New York time, on Nov. 17, 2016.
In addition to the tender offer consideration or the total 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.
Withdrawal rights with respect to the notes tendered expired at 5 p.m., New York time, on Nov. 16, 2016. Subject to the terms and conditions contained in the offer to purchase, holders may tender notes until midnight, New York time, on Dec. 1, 2016, unless extended.
The settlement date for the tender offer will follow promptly after the expiration date. The offerors expect the settlement date will be Dec. 2, 2016.
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, 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.
Questions regarding the tender offer may be directed to J.P. Morgan Securities at 1-866-834-4666 (toll-free) or 1-212-834-3424 (collect), Morgan Stanley & Co. at 1-800-624-808 (toll-free) or 1-212-761-1057 (collect), or RBC Capital Markets 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.
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