Barrick accepts tenders from three series under oversubscribed offer

By Marisa Wong

Morgantown, W.Va., Dec. 30 – Barrick Gold Corp. settled its cash tender offer to purchase seven series of outstanding notes on Dec. 30. The offer began on Dec. 1 and expired at midnight ET on Dec. 29.

According to a Wednesday press release, the company accepted the following for purchase:

• All $4,772,000 of tendered 2.5% notes due 2018;

• All $477,673,000 of tendered 3.85% notes due 2022; and

• $768,557,000 of the $1,120,486,000 tendered 4.1% notes due 2023.

As of the expiration of the offer, holders had tendered the following:

• $4,772,000 of 2.5% notes due 2018, $680,000 of which was tendered after the early deadline;

• $477,673,000 of 3.85% notes due 2022, $1,907,000 of which was tendered after the early deadline;

• $1,120,486,000 of 4.1% notes due 2023, $13,258,000 of which was tendered after the early deadline and $351,929,000 of which will be returned to holders;

• $192,413,000 of 4.95% notes due 2020, $197,000 of which was tendered after the early deadline and all of which will be returned;

• $870,766,000 of 4.4% notes due 2021, $4,464,000 of which was tendered after the early deadline and all of which will be returned;

• $250,951,000 of 6.8% notes due 2018, $20,000 of which was tendered after the early deadline and all of which will be returned; and

• $209,205,000 of 6.95% notes due 2019, $148,000 of which was tendered after the early deadline and all of which will be returned.

Barrick had offered to purchase up to $1.15 billion of the following notes, listed in order of acceptance priority level, at the following total considerations:

• Barrick’s $127,559,000 of outstanding 2.5% notes due 2018, at $1,000.61 per $1,000 principal amount;

• Barrick’s $814,894,000 of outstanding 3.85% notes due 2022 at $925.32 per $1,000 principal amount;

• Barrick’s $1.5 billion of outstanding 4.1% notes due 2023 at $915.45 per $1,000 principal amount;

• Barrick (PD) Australia Finance Pty. Ltd.’s $400 million of outstanding 4.95% notes due 2020 at $1,050.50 per $1,000 principal amount;

• Barrick North America Finance LLC’s $1.35 billion of outstanding 4.4% notes due 2021 at $985.95 per $1,000 principal amount;

• Barrick North America’s $500 million of outstanding 6.8% notes due 2018 at $1,077.19 per $1,000 principal amount; and

• Barrick’s $475 million of outstanding 6.95% notes due 2019 at $1,089.19 per $1,000 principal amount.

The purchase price for each series was determined using a fixed spread for that series over the applicable yield based on the bid-side price of the U.S. Treasury security specified for that series. Pricing was determined at 2 p.m. ET on Dec. 15.

As previously announced, the reference security and the fixed spread, respectively, are as follows:

• 1.25% Treasury due Nov. 15, 2018 and 120 basis points for the 2.5% notes;

• 2.25% Treasury due Nov. 15, 2025 and 300 bps for the 3.85% notes;

• 2.25% Treasury due Nov. 15, 2025 and 325 bps for the 4.1% notes;

• 1.625% Treasury due Nov. 30, 2020 and 190 bps for the 4.95% notes;

• 1.625% Treasury due Nov. 30, 2020 and 300 bps for the 4.4% notes;

• 1.25% Treasury due Nov. 15, 2018 and 250 bps for the 6.8% notes; and

• 1.625% Treasury due Nov. 30, 2020 and 230 bps for the 6.95% notes.

Holders had to tender their notes by 5 p.m. ET on Dec. 14, the early tender date, to be eligible to receive the total consideration. The total consideration included an early tender premium of $30.00 per $1,000 principal amount of notes accepted for purchase.

Holders who tendered their notes after the early tender date but at or prior to the expiration date were eligible to receive only the tender offer consideration, which is the total consideration less the early tender premium.

In addition, the company paid accrued interest from the last applicable interest payment date up to but excluding the settlement date.

Because the purchase of all of the notes with acceptance priority level 3 tendered would have resulted in an aggregate purchase price exceeding the tender cap, the amount of 4.1% notes purchased was prorated, the release noted.

The tender offer was not conditioned on the tender of a minimum principal amount of notes.

The dealer managers for the offer are Citigroup Global Markets Inc. (800 558-3745 or 212 723-6106), Morgan Stanley & Co. LLC (800 624-1808 or 212 761-1057) and RBC Capital Markets, LLC (877 381-2099 or 212 618-7822). Global Bondholder Services Corp. (866 470-3800 or 212 430-3774) is the information agent.

Barrick is a Toronto-based gold mining company.

© 2015 Prospect News.
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