Barrick Gold Corporation (NYSE:GOLD)(TSX:ABX) (“Barrick,” the
“Company” or the “Offeror”) today announced the pricing terms of
its previously announced tender offer (the “Offer”) to purchase for
cash any and all of its 5.250% Notes due 2042 (the “Notes”). The
Offer is being made upon the terms and subject to the conditions
set forth in the Offer to Purchase dated November 14, 2022 relating
to the Notes (the “Offer to Purchase”) and the accompanying notice
of guaranteed delivery (the “Notice of Guaranteed Delivery” and,
together with the Offer to Purchase, the “Tender Offer Documents”).
Capitalized terms used but not defined in this announcement have
the meanings given to them in the Offer to Purchase.
Set forth in the table below is the Total
Consideration for the Notes, as calculated at 2:00 p.m. (New York
City time) today, November 18, 2022, in accordance with the Offer
to Purchase.
Title of Security |
CUSIP |
Maturity Date |
Principal Amount Outstanding(USD millions) |
Reference U.S. Treasury
Security1 |
Reference U.S. Treasury Yield |
Fixed Spread(basis points)1 |
Total Consideration(USD)1 |
5.250% Notes due 2042 |
067901AH1 |
April 1, 2042 |
$693.988 |
3.375% due 8/15/2042 |
4.175% |
+145 |
$956.04 |
The Offer will expire at 5:00 p.m. (New York
City time) today, November 18, 2022, unless extended or earlier
terminated (such date and time, as the same may be extended, the
“Expiration Date”). Notes may be validly withdrawn at any time at
or prior to 5:00 p.m. (New York City time) on the Expiration Date
(such date and time, as the same may be extended, the “Withdrawal
Date”), but not thereafter, unless extended by the Offeror.
For Holders who deliver a Notice of Guaranteed
Delivery and all other required documentation at or prior to the
Expiration Date, upon the terms and subject to the conditions set
forth in the Tender Offer Documents, the deadline to validly tender
Notes using the Guaranteed Delivery Procedures will be the second
business day after the Expiration Date and is expected to be 5:00
p.m. (New York City time) on November 22, 2022 (the “Guaranteed
Delivery Date”).
The Settlement Date is expected to be November
23, 2022, the third business day after the Expiration Date and the
first business day after the Guaranteed Delivery Date, unless
extended.
Upon the terms and subject to the conditions set
forth in the Offer to Purchase, Holders whose Notes are accepted
for purchase in the Offer will receive the Total Consideration for
each $1,000 principal amount of such Notes in cash on the
Settlement Date.
In addition to the Total Consideration, Holders
whose Notes are accepted for purchase will receive a cash payment
equal to the accrued and unpaid interest on such Notes from and
including the immediately preceding interest payment date for such
Notes to, but excluding, the Settlement Date (the “Accrued Coupon
Payment”). Interest will cease to accrue on the Settlement Date for
all Notes accepted in the Offer.
The Offer is subject to the satisfaction of
certain conditions described in the Offer to Purchase. The Offeror
reserves the right, subject to applicable law, to waive any and all
conditions to the Offer. If any of the conditions is not satisfied,
the Offeror is not obligated to accept for payment, purchase or pay
for, and may delay the acceptance for payment of, any tendered
Notes, in each event subject to applicable laws, and may terminate
or alter any or all of the Offer. The Offer is not conditioned on
the tender of a minimum principal amount of Notes, and the Offer is
not subject to a financing condition.
The Offeror retained Barclays Capital Inc., J.P.
Morgan Securities LLC and RBC Capital Markets, LLC to act as the
dealer managers for the Offer. Questions regarding the terms and
conditions of the Offer should be directed to Barclays at (800)
438-3242 (toll-free) or (212) 528-7581 (collect), J.P. Morgan at
(866) 834-4666 (toll-free) or (212) 834-3424 (collect), or RBC at
(877) 381-2099 (toll-free) or (212) 618-7843 (collect).
Global Bondholder Services Corporation is acting
as the Depositary and the Information Agent for the Offer.
Questions or requests for assistance related to the Offer or for
additional copies of the Offer to Purchase may be directed to
Global Bondholder Services Corporation at (855) 654-2015 or by
email at contact@gbsc-usa.com. You may also contact your broker,
dealer, commercial bank, trust company or other nominee for
assistance concerning the Offer. The Tender Offer Documents can be
accessed at the following link:
https://www.gbsc-usa.com/barrick/
If the Offeror terminates the Offer, it will
give prompt notice to the Depositary and Information Agent, and all
Notes tendered pursuant to such terminated Offer will be returned
promptly to the tendering Holders thereof. With effect from such
termination, any Notes blocked in Depositary Trust Company (“DTC”)
will be released.
Holders are advised to check with any bank,
securities broker or other intermediary through which they hold
Notes as to when such intermediary would need to receive
instructions from a beneficial owner in order for that Holder to be
able to participate in, or withdraw their instruction to
participate in, the Offer before the deadlines specified herein and
in the Offer to Purchase. The deadlines set by any such
intermediary and DTC for the submission and withdrawal of tender
instructions will also be earlier than the relevant deadlines
specified herein and in the Offer to Purchase.
General
This announcement is for informational purposes
only. This announcement is not an offer to purchase or a
solicitation of an offer to sell any Notes or any other securities
of the Company. The Offer is being made solely pursuant to the
Offer to Purchase. The Offer is not being made to Holders of Notes
in any jurisdiction in which the making or acceptance thereof would
not be in compliance with the securities, blue sky or other laws of
such jurisdiction. In any jurisdiction in which the securities laws
or blue sky laws require the Offer to be made by a licensed broker
or dealer, the Offer will be deemed to have been made on behalf of
the Offeror by the Dealer Managers or one or more registered
brokers or dealers that are licensed under the laws of such
jurisdiction.
No action has been or will be taken in any
jurisdiction that would permit the possession, circulation or
distribution of either this announcement, the Offer to Purchase or
any material relating to us or the Notes in any jurisdiction where
action for that purpose is required. Accordingly, neither this
announcement, the Offer to Purchase nor any other offering material
or advertisements in connection with the Offer may be distributed
or published, in or from any such country or jurisdiction, except
in compliance with any applicable rules or regulations of any such
country or jurisdiction.
Website: www.barrick.com
Endnote 1
The Total Consideration for the Notes (such
consideration, the “Total Consideration”) payable per each $1,000
principal amount of the Notes validly tendered for purchase is
based on the fixed spread specified in the table above (the “Fixed
Spread”) for the Notes, plus the yield of the specified Reference
U.S. Treasury Security as quoted on the Bloomberg reference page
“FIT1” as of 2:00 p.m. (New York City time) today, November 18,
2022. See “Description of the Offer—Determination of the Total
Consideration” in the Offer to Purchase. The Total Consideration
does not include the Accrued Coupon Payment, which will be payable
in cash in addition to the Total Consideration.
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, constitutes
“forward-looking statements”. All statements, other than statements
of historical fact, are forward-looking statements. The words
“believe”, “expect”, “strategy”, “target”, “plan”, “on track”,
“opportunities”, “guidance”, “project”, “continue”, “committed”,
“estimate”, “potential”, “progress”, “proposed”, “warns”, “future”,
“prospect”, “focus”, “during”, “ongoing”, “following”, “subject
to”, “scheduled”, “will”, “could”, “would”, “should”, “may” and
similar expressions identify forward-looking statements.
Forward-looking statements are necessarily based
upon a number of estimates and assumptions including material
estimates and assumptions related to the factors set forth below
that, while considered reasonable by the Company as at the date of
this press release in light of management’s experience and
perception of current conditions and expected developments, 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 and undue reliance
should not be placed on such statements and information. Such
factors include, but are not limited to: fluctuations in the spot
and forward price of gold, copper or certain other commodities
(such as silver, diesel fuel, natural gas and electricity); risks
associated with projects in the early stages of evaluation and for
which additional engineering and other analysis is required; risks
related to the possibility that future exploration results will not
be consistent with the Company’s expectations, that quantities or
grades of reserves will be diminished, and that resources may not
be converted to reserves; risks associated with the fact that
certain of the initiatives are still in the early stages and may
not materialize; changes in mineral production performance,
exploitation and exploration successes; risks that exploration data
may be incomplete and considerable additional work may be required
to complete further evaluation, including but not limited to
drilling, engineering and socioeconomic studies and investment; the
speculative nature of mineral exploration and development; lack of
certainty with respect to foreign legal systems, corruption and
other factors that are inconsistent with the rule of law; changes
in national and local government legislation, taxation, controls or
regulations and/or changes in the administration of laws, policies
and practices; expropriation or nationalization of property and
political or economic developments in Canada, the United States or
other countries in which Barrick does or may carry on business in
the future; risks relating to political instability in certain of
the jurisdictions in which Barrick operates; timing of receipt of,
or failure to comply with, necessary permits and approvals;
non-renewal of or failure to obtain key licenses by governmental
authorities; failure to comply with environmental and health and
safety laws and regulations; contests over title to properties,
particularly title to undeveloped properties, or over access to
water, power and other required infrastructure; the liability
associated with risks and hazards in the mining industry, and the
ability to maintain insurance to cover such losses; increased costs
and physical risks, including extreme weather events and resource
shortages, related to climate change; damage to the Company’s
reputation due to the actual or perceived occurrence of any number
of events, including negative publicity with respect to the
Company’s handling of environmental matters or dealings with
community groups, whether true or not; risks related to operations
near communities that may regard Barrick’s operations as being
detrimental to them; litigation and legal and administrative
proceedings; operating or technical difficulties in connection with
mining or development activities, including geotechnical
challenges, tailings dam and storage facilities failures, and
disruptions in the maintenance or provision of required
infrastructure and information technology systems; increased costs,
delays, suspensions and technical challenges associated with the
construction of capital projects; risks associated with working
with partners in jointly controlled assets; risks related to
disruption of supply routes which may cause delays in construction
and mining activities, including disruptions in the supply of key
mining inputs due to the invasion of Ukraine by Russia; risk of
loss due to acts of war, terrorism, sabotage and civil
disturbances; risks associated with artisanal and illegal mining;
risks associated with Barrick’s infrastructure, information
technology systems and the implementation of Barrick’s
technological initiatives; 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; the
impact of inflation, including global inflationary pressures driven
by supply chain disruptions caused by the ongoing Covid-19 pandemic
and global energy cost increases following the invasion of Ukraine
by Russia; adverse changes in our credit ratings; fluctuations in
the currency markets; changes in U.S. dollar interest rates; risks
arising from holding derivative instruments (such as credit risk,
market liquidity risk and mark-to-market risk); risks related to
the demands placed on the Company’s management, the ability of
management to implement its business strategy and enhanced
political risk in certain jurisdictions; uncertainty whether some
or all of Barrick’s targeted investments and projects will meet the
Company’s capital allocation objectives and internal hurdle rate;
whether benefits expected from recent transactions being realized;
business opportunities that may be presented to, or pursued by, the
Company; our ability to successfully integrate acquisitions or
complete divestitures; risks related to competition in the mining
industry; employee relations including loss of key employees;
availability and increased costs associated with mining inputs and
labor; risks associated with diseases, epidemics and pandemics,
including the effects and potential effects of the global Covid-19
pandemic; risks related to the failure of internal controls; and
risks related to the impairment of the Company’s goodwill and
assets. Barrick also cautions that its 2022 guidance may be
impacted by the unprecedented business and social disruption caused
by the spread of Covid-19. 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 or 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, us. 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 more detailed discussion of
some of the factors underlying forward-looking statements and the
risks that may affect Barrick’s ability to achieve the expectations
set forth in the forward-looking statements contained in this press
release. We disclaim 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.
Enquiries:
President and CEO
Mark Bristow
+1 647 205 7694
+44 788 071 1386
Senior EVP and CFO
Graham Shuttleworth
+1 647 262 2095
+44 779 771 1338
Investor and Media Relations
Kathy du Plessis
+44 20 7557 7738
Email: barrick@dpapr.com
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