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Barrick’s controversial deal raises the pressure on Peter Munk

Barrick Gold chairman Peter Munk speaks at the company's annual general meeting in Toronto on Wednesday May 2, 2012.

CHRIS YOUNG/THE CANADIAN PRESS

The pressure on Barrick Gold Corp. founder Peter Munk is becoming so intense that he may soon have to do what he has so far resisted – announce a timetable for his own departure from the company he built into the world's largest gold producer.

Major Barrick shareholders are boycotting a huge $3-billion (U.S.) stock offering, demanding that the company speed up the pace of change on its board. The focal point of that board has always been one man, the charming tycoon who created Barrick.

Mr. Munk, who turns 86 on Friday, is a Canadian business legend, and rightly so for what he has built. Yet he has also become the symbol of a company that has beaten up shareholders through badly timed acquisitions, cost overruns at mines, writedowns and stock sales that dilute their ownership. The latest financing is earmarked to pay down a $15-billion debt load – much of it taken on for the disastrous purchase of Equinox Minerals Ltd. – and will increase Barrick's share count by about 16 per cent.

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Amid all that, Barrick's board has done little to dispel the notion that Mr. Munk makes all the big decisions.

Shareholders have tried to talk to Barrick's key people. They have written letters. They have sent a very public message about Barrick's compensation plan, defeating the company this year in a symbolic say-on-pay vote.

Yet details from Barrick on plans to revamp the board remain elusive. The company's latest message is that by year-end, shareholders will hear a plan to rejuvenate the board with departures of directors and additions of independent board members. There is no specific word on Mr. Munk, Barrick's co-chairman. (The Globe's attempts to reach him Sunday were unsuccessful.)

Stockholders who feel they have been ignored too long now have some leverage, thanks to the stock offering.

That leverage is not financial. It is psychological.

Barrick already has the money from the banks that are underwriting the transaction. But the slow-selling offering is a message from the market. The company no longer has easy, instant access to capital. Even a 5 per cent discount to the market price was not enough to get the stock sold quickly.

Barrick spent years building itself into the world's largest gold miner in the belief that there were benefits to being the benchmark in the industry. One of those supposed advantages is having the ability to tap the public markets when necessary.

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Thanks to the stalling on board reform, Barrick and Mr. Munk have put that at risk.

The quickest way to fix that is to give shareholders what they have been asking for, a more independent board. Everybody knows that is coming sooner or later anyway.

There is a chance that this could all pass. Gold could soar this week, leading investors back into the sector and enabling Barrick's banks to sell the rest of the stock.

But short of that, there will be no let-up in the pressure. Even in a best-case scenario, it was tough timing. Barrick launched the deal Halloween night after gold fell during the day Thursday. The stock was not even close to sold by the time markets opened for Friday's session. And Friday was another soft day for gold, which dropped $10 to $1,313 an ounce.

Once the market gets word that any bought deal stock offering is going badly – in the market it's called being "hung" on a bought deal – it's hard to change the script for what happens next.

In a bought deal, the underwriting banks pay the selling company up front for the stock, then attempt to resell it. When the market knows they have not been able to do so, some investors will start a game of chicken with the banks. Short sellers pile in. They sell the stock, betting they can buy it back later for less. That pushes the shares below the offering price.

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Barrick's stock closed at $18.01 Friday. At that point, even the most ardent Barrick believers will find it hard to justify paying the banks the offering price of $18.35 a share.

If the shorts can keep the stock depressed long enough, they know they have a chance to force the underwriters to cut the price. Then the shorts can buy back in at that lower level and pocket the difference between what they got and what they paid.

Barrick doesn't have to do anything to help its banks. The company can justifiably say to its banks that they took the risk, and just cash the $3-billion cheque. The company can similarly brush off the message from the market.

That, however, is not going to win Barrick any friends the next time it needs money. The alternative is the company can simply speed up the governance changes it says are coming.

Mr. Munk has tried to relinquish his grip on Barrick on his own timetable, but the market may not let him. For the future of the company he loves, he may have to relent.

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