Mr. Andy Lloyd reports
BARRICK ANNOUNCES FINAL RESULTS AND SETTLEMENT OF $650 MILLION DEBT TENDER OFFER
Barrick Gold Corp. has released the final results of and settled its $650-million cash tender offer for specified series of outstanding notes. The terms and conditions of the tender offer were described in an offer to purchase and the related letter of transmittal, each dated Nov. 2, 2016. All amounts are expressed in U.S. dollars unless otherwise indicated
Following the settlement of the tender offer, Barrick now reduced its total debt by approximately $2-billion in 2016.
The tender offer
The tender offer commenced on Nov. 2, 2016. Barrick and Barrick North America Finance LLC offered to purchase for cash the series of notes set out in the associated tables 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 (as defined below). The amount of a series of notes accepted for purchase in the tender offer was based on the order of priority for such series of notes as set forth in the associated tables, with one being the highest acceptance priority level and three being the lowest acceptance priority level. Since the purchase of all of the notes with acceptance priority level 1 validly tendered and not validly withdrawn would result in an aggregate purchase price that would exceed the maximum tender amount, the amount of notes purchased in such series was prorated using the procedure more fully described in the offer to purchase.
The associated table presents the aggregate principal amount of notes validly tendered and not validly withdrawn that the applicable Offeror has accepted for purchase, including (i) the aggregate principal amount of such notes validly tendered after 5 p.m. New York time, on Nov. 16, 2016, as of midnight New York time, on Dec. 1, 2016, and not validly withdrawn, for each such series of notes and (ii) the aggregate principal amount of such notes validly tendered and not validly withdrawn as of the expiration date for each such series of notes, in each case as provided by the depositary.
Aggregate
principal
Acceptance amount
Title of security Cusip No. priority level outstanding
06849RAD4
06849RAF9
4.40% notes due 2021 (2) U0684TAA4 1 $1,224,630,000
Principal Principal
amount tendered amount tendered Principal
after early by expiration amount accepted
Title of security tender date date (1) for purchase
4.40% notes due 2021 (2) $91,388,000 $784,486,000 $595,328,000
Notes
(1) Consists of the aggregate principal amount of notes validly tendered
and not validly withdrawn by the early tender date and the aggregate
principal amount of notes validly tendered after the early tender date
but at or prior to the expiration date, and not validly withdrawn.
(2) Barrick North America Finance LLC is the applicable offeror for the
4.40-per-cent notes due 2021.
The amount of each series of notes accepted for purchase was determined under the terms and conditions of the tender offer as set forth in the offer to purchase and the letter of transmittal. The consideration for the notes accepted for purchase will be paid today, Dec. 2, 2016. Holders of notes accepted for purchase that were validly tendered and not validly withdrawn at or prior to the early tender date 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 accepted for purchase that were validly tendered after the early tender date, but at or prior to the expiration date, and not validly withdrawn, will 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 and total consideration for each series per $1,000 principal amount of notes was announced by Barrick on Nov. 17, 2016.
In addition to the tender offer consideration or the total consideration, as applicable, holders of notes accepted for purchase will receive accrued and unpaid interest on such notes from the last applicable interest payment date up to, but not including, the settlement date.
The associated table presents the aggregate principal amount of notes validly tendered and not validly withdrawn that the applicable offeror has not accepted for purchase. Accepting for purchase such tendered notes of any such series would exceed the maximum tender amount. The associated table presents (i) the aggregate principal amount of such notes validly tendered after the early tender date as of the expiration date, and not validly withdrawn, for each such series of notes and (ii) the aggregate principal amount of such notes validly tendered and not validly withdrawn as of the expiration date for each such series of notes, in each case as provided by the depositary. Notes not accepted for purchase have been or will be promptly returned to the tendering holder (or, if tendered through The Depository Trust Company (DTC), have been or will be promptly credited to the relevant account at DTC, in accordance with DTC's procedures).
Aggregate
principal
Acceptance amount
Title of security Cusip No. priority level outstanding
06849RAD4
06849RAF9
4.40% notes due 2021 (2) U0684TAA4 1 $1,224,630,000
067901AQ1
067901AP3
4.10% notes due 2023 (3) C03420AF0 2 $731,443,000
067901AL2
067901AJ7
3.85% notes due 2022 (3) C03420AD5 3 $337,221,000
Principal Principal Principal
amount tendered amount tendered amount returned
after early by expiration or to be
Title of security tender date date (1) returned
4.40% notes due 2021 (2) $91,388,000 $784,486,000 $189,158,000
4.10% notes due 2023 (3) $788,000 $471,556,000 $471,556,000
3.85% notes due 2022 (3) $663,000 $64,309,000 $64,309,000
Notes
(1) Consists of the aggregate principal amount of notes validly tendered
and not validly withdrawn by the early tender date and the aggregate
principal amount of notes validly tendered after the early tender date
but at or prior to the expiration date, and not validly withdrawn.
(2) Barrick North America Finance LLC is the applicable offeror for the
4.40-per-cent notes due 2021.
(3) Barrick is the applicable offeror for the 4.10-per-cent notes due
2023 and the 3.85-per-cent notes due 2022.
The dealer managers for the tender offer were J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC and RBC Capital Markets LLC. Questions regarding the tender offer may be directed to J.P. Morgan Securities LLC at 1-866-834-4666 (toll-free) or 1-212-834-3424 (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).
We seek Safe Harbor.
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