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Barrick Announces Pricing for Debt Tender Offer, Aggregate Up To $850M

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All amounts expressed in US dollars unless otherwise indicated
Barrick Gold Corporation (NYSE: ABX)(TSX:ABX) ("Barrick" or the "company")
announced today the Reference Yield, Tender Offer Consideration and Total
Consideration (each as defined below) in its 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 (the "Letter
of Transmittal"), each dated September 29, 2015.
The Tender Offer
The Tender Offer commenced on September 29, 2015. Barrick, 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
and premium) of up to $850,000,000, as such amount has been 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 table below, with 1 being the
highest Acceptance Priority Level and 7 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 (the "Priority
2 Notes") will be limited to $275,000,000 (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validly withdrawn such that the aggregate principal amount of such Priority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.
The following 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.

Reference Fixed
Acceptance U.S. Spread
Title of CUSIP Priority Treasury Reference (basis Tender
Offer Early Tender Total
Security Number Level Security Yield points)
Consideration(1) Premium(1)(2) Consideration(1)(2)
------------ ---------- ---------- ---------- --------- -------
---------------- ------------- -------------------
2.50% Notes 067901AN8 1.00% due
due 067901AM0 Sept 15,
2018(3) C03420AE3 1 2018 0.837% +120
$981.27 $30.00 $1,011.27
------------ ---------- ---------- ---------- --------- -------
---------------- ------------- -------------------
6.95% Notes 1.375% due
due Sept 30,
2019(3) 067901AB4 2 2020 1.289% +105
$1,120.89 $30.00 $1,150.89
------------ ---------- ---------- ---------- --------- -------
---------------- ------------- -------------------
3.85% Notes 067901AL2 2.00% due
due 067901AJ7 Aug 15,
2022(3) C03420AD5 3 2025 1.993% +300
$907.80 $30.00 $937.80
------------ ---------- ---------- ---------- --------- -------
---------------- ------------- -------------------
4.10% Notes 067901AQ1 2.00% due
due 067901AP3 Aug 15,
2023(3) C03420AF0 4 2025 1.993% +325
$899.80 $30.00 $929.80
------------ ---------- ---------- ---------- --------- -------
---------------- ------------- -------------------
4.95% Notes 1.375% due
due Sept 30,
2020(4) 06849UAC9 5 2020 1.289% +190
$1,038.88 $30.00 $1,068.88
------------ ---------- ---------- ---------- --------- -------
---------------- ------------- -------------------
6.80% Notes 1.00% due
due Sept 15,
2018(5) 06849RAB8 6 2018 0.837% +215
$1,074.45 $30.00 $1,104.45
------------ ---------- ---------- ---------- --------- -------
---------------- ------------- -------------------
4.40% Notes 06849RAD4 1.375% due
due 06849RAF9 Sept 30,
2021(5) U0684TAA4 7 2020 1.289% +350
$951.08 $30.00 $981.08
------------ ---------- ---------- ---------- --------- -------
---------------- ------------- -------------------

(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 below).
(3) Barrick is the applicable Offeror for 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.
(4) Barrick (PD) Australia Finance Pty Ltd is the
applicable Offeror for the 4.95% Notes due 2020.
(5) Barrick North America Finance LLC is the applicable
Offeror for the 6.80% Notes due 2018 and the 4.40%
Notes due 2021.

Holders of Notes validly tendered and not validly withdrawn at or prior to
5:00 p.m., New York City time, on October 13, 2015 (the "Early Tender Date")
and accepted for purchase will 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 Premium"). Holders
of Notes who validly tender their Notes after the Early Tender Date, but at
or prior to the Expiration Date (as defined below), 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 (the "Fixed Spread") specified for
such series over the applicable yield (the "Reference Yield") based on the
bid side price of the applicable reference U.S. Treasury Security (the
"Reference U.S. Treasury Security") specified for such series of Notes on
the front page of the Offer to Purchase or in the table above, as calculated
by Citigroup Global Markets Inc., Morgan Stanley & Co. LLC and RBC Capital
Markets, LLC (the "Dealer Managers") at 2:00 p.m., New York City time, on
October 14, 2015.
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 5:00 p.m.,
New York City time, on October 13, 2015. Subject to the terms and conditions
contained in the Offer to Purchase, holders may tender Notes until midnight,
New York City time, on October 27, 2015, unless extended (such date and
time, as the same may be extended, the "Expiration Date").
The settlement date for the Tender Offer will follow promptly after the
Expiration Date. The Offerors expect the settlement date will be October 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, 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 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 Corporation at +1 866 470-3800 (toll-free) or +1 212 430-3774
(collect) or in writing at 65 Broadway, Suite 404, New York, NY 10006.

Posted-In: News Financing

 

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