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Enter Symbol
or Name
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CA



Barrick Gold Corp
Symbol ABX
Shares Issued 1,165,430,940
Close 2016-12-01 C$ 20.02
Market Cap C$ 23,331,927,419
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Barrick Gold settles $650M (U.S.) cash tender offer

2016-12-02 07:47 ET - News Release

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 Since the purchase of all of the notes with acceptance priority level 1 validly tendered and not validly withdrawn would result in an aggregate purchase price that would exceed the maximum tender amount, the amount of notes purchased in such series was prorated using the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The associated table presents the aggregate principal amount of notes validly tendered and not validly withdrawn that the applicable Offeror has accepted for purchase, including (i) the aggregate principal amount of such notes validly tendered after 5 p.m. New York time, on Nov. 16, 2016, as of midnight New York time, on Dec. 1, 2016, and not validly withdrawn, for each such series of notes and (ii) the aggregate principal amount of such notes validly tendered and not validly withdrawn as of the expiration date for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).

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