Barrick Announces Debt Tender Offer

Marketwired

TORONTO, ONTARIO--(Marketwired - Oct 31, 2013) -

All amounts expressed in US dollars unless otherwise indicated.

Barrick Gold Corporation (ABX) (ABX.TO) (Barrick or the "company") announced today that it and certain of its subsidiaries have commenced a cash tender offer (the "Tender Offer") for specified series of outstanding notes (the "Notes"). The terms and conditions of the Tender Offer are described in an offer to purchase (the "Offer to Purchase") and the related Letter of Transmittal, each dated today.

The Tender Offer

Barrick, Barrick (HMC) Mining Company, Barrick North America Finance LLC and Barrick (PD) Australia Finance Pty Ltd. (together, the "Offerors") are offering to purchase for cash the series of Notes set out in the table below for an aggregate purchase price (including principal, premium and accrued and unpaid interest) of up to $1,500,000,000 (as such amount may be increased or decreased, the "Maximum Tender Amount"). 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 as set forth in the table below. 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.

Title of Security CUSIP Number Aggregate Principal Amount Outstanding Acceptance Priority Level Reference U.S. Treasury Security Bloomberg Reference
Page
Fixed Spread (basis points) Early Tender Payment(1)
7.750% Notes due 2015(2) 725906AD3 $100,000,000 1 0.25% due Oct 31, 2015 FIT1 +45 $30.00
2.90% Notes due 2016(2) 067901AF5
067901AD0
C03420AB9
$1,100,000,000 2 0.625% due Oct 15, 2016 FIT1 +45 $30.00
5.75% Notes due 2016(3) 06849AAA7
P1619PAA6
$400,000,000 3 0.625% due Oct 15, 2016 FIT1 +100 $30.00
2.50% Notes due 2018(2) 067901AN8
067901AM0
C03420AE3
$650,000,000 4 1.25% due Oct 31, 2018 FIT1 +90 $30.00
6.80% Notes due 2018(4) 06849RAB8 $500,000,000 5 1.25% due Oct 31, 2018 FIT1 +130 $30.00
6.95% Notes due 2019(2) 067901AB4 $750,000,000 6 1.25% due Oct 31, 2018 FIT1 +170 $30.00
4.95% Notes due 2020(5) 06849UAC9 $400,000,000 7 2.50% due Aug 15, 2023 FIT1 +155 $30.00
4.40% Notes due 2021(4) 06849RAD4
06849RAF9
U0684TAA4
$1,350,000,000 8 2.50% due Aug 15, 2023 FIT1 +195 $30.00
3.85% Notes due 2022(2) 067901AL2
067901AJ7
C03420AD5
$1,250,000,000 9 2.50% due Aug 15, 2023 FIT1 +215 $30.00
4.10% Notes due 2023(2) 067901AQ1
067901AP3
C03420AF0
$1,500,000,000 10 2.50% due Aug 15, 2023 FIT1 +230 $30.00
(1) Per $1,000 principal amount of Notes validly tendered and accepted for purchase. The Early Tender Payment 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 7.750% Notes due 2015, the 2.90% Notes due 2016, the 2.50% Notes due 2018, the 6.95% Notes due 2019, the 3.85% Notes due 2022 and the 4.10% Notes due 2023.
(3) Barrick (HMC) Mining Company is the applicable Offeror for the 5.75% Notes due 2016.
(4) Barrick North America Finance LLC is the applicable Offeror for the 6.80% Notes due 2018 and the 4.40% Notes due 2021.
(5) Barrick (PD) Australia Finance Pty Ltd. is the applicable Offeror for the 4.95% Notes due 2020.

The Tender Offer will expire at midnight, New York City time, on December 2, 2013, unless extended (such date and time, as the same may be extended, the "Expiration Date"). Holders of Notes must validly tender and not validly withdraw their Notes at or prior to 5:00 pm, New York City time, on November 15, 2013 (such date and time, as the same may be extended, "the Early Tender Date"), to be eligible to receive the applicable "Total Consideration", which includes an early tender premium of $30.00 per $1,000 of principal amount of Notes accepted for purchase (the "Early Tender Payment"). 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 the applicable "Tender Offer Consideration", which is the Total Consideration minus the Early Tender Payment. The Total Consideration or Tender Offer Consideration will only be paid to holders of tendered Notes to the extent that the applicable Offeror accepts such Notes for purchase.

The total consideration for each $1,000 principal amount of Notes validly tendered and accepted for payment 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 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 table above, as calculated by the Dealer Managers at 2:00 pm, New York City time, on November 18, 2013. In addition to the Total Consideration or the Tender Offer Consideration, as applicable, accrued and unpaid interest on the purchased Notes will be paid from the applicable last interest payment date to, but not including, the settlement date.

Notes may be validly withdrawn at any time before 5:00 p.m., New York City time, November 15, 2013 (such date and time, as the same may be extended, the "Withdrawal Date"), unless such date and time is extended by us, but not thereafter.

The settlement date for the Tender Offer will follow promptly after the Expiration Date. The Offerors expect the settlement date will be December 3, 2013.

The Tender Offer is subject to the satisfaction of certain conditions set forth in the Offer to Purchase, including Barrick receiving net proceeds in an equity offering in an amount sufficient to fund the purchase, up to the Maximum Tender Amount, of all validly tendered and not withdrawn Notes accepted for purchase in the Tender Offer (including all accrued interest payable on such Notes), to pay all fees and expenses relating to the Tender Offer and to consummate the redemption of the $700.0 million aggregate principal amount of Barrick's outstanding 1.75% Notes due 2014 and the $350.0 million aggregate principal amount of outstanding 4.875% Notes due 2014 of Barrick Gold Finance Company. If any of the conditions are not satisfied, the Offerors will not be obligated to accept for payment, 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. None of this press release, the Offer to Purchase or the related Letter of Transmittal is an offer to sell, or a solicitation of an offer to purchase, securities in the proposed equity offering. The proposed equity offering will only be made by, and pursuant to, the terms of a prospectus.

The Dealer Managers for the Tender Offer are RBC Capital Markets, LLC. and Barclays Capital Inc. Questions regarding the Tender Offer may be directed to RBC Capital Markets, LLC at 877-381-2099 (toll-free) and 212-618-7822 (collect) or Barclays Capital Inc. at 800-438-3242 (toll-free) and 212-528-7581 (collect). Copies of the Offer to Purchase and the Letter of Transmittal may be obtained from the Information Agent, Global Bondholder Services Corporation at 866-470-3900 (toll-free) or 212-430-3774 (collect) or in writing at 65 Broadway, Suite 404, New York, NY 10006.

This press release is neither an offer to purchase, nor a solicitation of an offer to sell the Notes or any other securities. The Offerors are making the Tender Offer only by, and pursuant to, the terms of the Offer to Purchase and the related Letter of Transmittal. The Tender Offer is not being made in any jurisdiction in which the making of or acceptance thereof would not be in compliance with the securities laws, blue sky laws or other laws of such jurisdiction. None of the Offerors, their respective boards of directors, the Dealer Managers, the Tender Agent or the trustees or indenture agents for the Notes make any recommendation as to whether Holders should tender or refrain from tendering their Notes, and no one has been authorized by any of them to make such a recommendation. Holders must make their own decision as to whether to tender Notes and, if so, the principal amount of the Notes to tender.

About Barrick Gold Corporation

Barrick is the world's largest gold producer. Based in Toronto, the company operates mines and advanced exploration and development projects on four continents. Barrick's shares are traded on the Toronto and New York stock exchanges under the symbol ABX.

CAUTIONARY STATEMENT ON FORWARD-LOOKING INFORMATION

Certain information contained in this press release, including any information as to our strategy, projects, plans or future financial or operating performance and other statements that express management's expectations or estimates of future performance, constitute "forward-looking statements". All statements, other than statements of historical fact, are forward-looking statements. The words "intend", "expect", "will", "anticipate", "may", and similar expressions identify forward-looking statements. Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable by the company, are inherently subject to significant business, economic and competitive uncertainties and contingencies. Known and unknown factors could cause actual results to differ materially from those projected in the forward-looking statements. Such factors include, but are not limited to: fluctuations in the spot and forward price of gold and copper or certain other commodities (such as silver, diesel fuel and electricity); changes in national and local government legislation, taxation, controls, regulations, expropriation or nationalization of property and political or economic developments in Canada, the United States and other jurisdictions in which the company does or may carry on business in the future; diminishing quantities or grades of reserves; increased costs, delays, suspensions and technical challenges associated with the construction of capital projects; the impact of global liquidity and credit availability on the timing of cash flows and the values of assets and liabilities based on projected future cash flows; adverse changes in our credit rating; the impact of inflation; fluctuations in the currency markets; operating or technical difficulties in connection with mining or development activities; the speculative nature of mineral exploration and development, including the risks of obtaining necessary licenses and permits; contests over title to properties, particularly title to undeveloped properties; risk of loss due to acts of war, terrorism, sabotage and civil disturbances; changes in U.S. dollar interest rates; risks arising from holding derivative instruments; litigation; business opportunities that may be presented to, or pursued by, the company; our ability to successfully integrate acquisitions or complete divestitures; employee relations; availability and increased costs associated with mining inputs and labor; and the organization of our African gold operations and properties under a separate listed company.
In addition, there are risks and hazards associated with the business of mineral exploration, development and mining, including environmental hazards, industrial accidents, unusual or unexpected formations, pressures, cave-ins, flooding and gold bullion, copper cathode or gold/copper concentrate losses (and the risk of inadequate insurance, or inability to obtain insurance, to cover these risks). Many of these uncertainties and contingencies can affect our actual results and could cause actual results to differ materially from those expressed or implied in any forward-looking statements made by, or on behalf of, the company. Readers are cautioned that forward-looking statements are not guarantees of future performance. All of the forward-looking statements made in this press release are qualified by these cautionary statements. Specific reference is made to the most recent Form 40-F/Annual Information Form on file with the SEC and Canadian provincial securities regulatory authorities for a discussion of some of the factors underlying forward-looking statements.

Barrick disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise, except as required by applicable law.

Contact:
INVESTOR CONTACT: Amy Schwalm
Vice President, Investor Relations
(416) 307-7422
aschwalm@barrick.com
MEDIA CONTACT: Andy Lloyd
Vice President, Communications
(416) 307-7414
alloyd@barrick.com

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