John Thornton

The take-under: Barrick’s flamboyant chairman has pioneered the boldest possible deal. “Some people will say this is not for me”


Barrick has paid down $10bn of debt under chairman John Thornton. “He really pushed the envelope on cash flow,” says CEO Mark Bristow

“When I arrived Barrick was running a 4-hour marathon”

Thornton wants to get the clock down to 2 hours, 2 minutes. “That’s where it’s headed.”

Having been parachuted into Barrick Gold with a $12m signing-on bonus in 2013, John Thornton seemed to do little at all. “Think of me as both architect and spiritual keeper of the flame,” he told the Financial Times two years into the role.
Then on January 1st this year, ringing the opening bell of the New York Stock Exchange, the former Goldman Sachs banker pioneered the most imaginative M&A tactic that finance has ever seen.
Thornton had just closed his first “take-under”, as brokers dubbed the deal. If a transaction is compelling enough, investors in a target company should pay to support the deal. Brilliantly, the market agrees.
Barrick softened investors up to the idea with an $18bn nil-premium merger with Mark Bristow’s Randgold. As shares in both companies surged higher, Thornton extended the logic to Newmont, levelling a $42bn bid at its board, priced at an 8 per cent discount to its share price. Savings on the table of $7bn was premium enough, Barrick’s bankers argued.
Ditto with Acacia Mining, Barrick's Tanzania subsidiary. Paying $787m to re-amalgamate the group, valued at $1.4bn on Barrick's books, was an “elegant” solution, the company argued (minority investors have been less flattering).
Barrick's Newmont bid ultimately stuttered, but Thornton's free-thinking, bred over a lifetime at Goldman Sachs, proved disorientating enough for Newmont to cede its largest assets in Nevada into a joint-venture under Barrick's control.
Born in New York, Thornton joined Goldman in the 1980s and was soon

running its London business, flying to China, gliding into banquets to underwrite state-backed equity deals. “With his floppy hair and horn-rimmed glasses,” Thornton became a “silky, ubiquitous presence on both sides of the Atlantic,” says The New York Times.
Thornton eventually left Goldman to take up advisory roles. From chairman of the Brookings Institute in Washington to professorships in China, no-one in mining has held such disparate roles: he has been on the board of microchip giant Intel, Rupert Murdoch's NewsCorp and China's largest bank.
Inside Barrick he has promoted a new culture of equity ownership, holding 5.2m shares, but his chief role is in leading the board, from Las Vegas newspaper magnate Brian Greenspun to oil man Brett Harvey. “I run the company, John runs the board,” CEO Bristow says. “There’s a role for both in a business of this size and complexity.”
Unpredictable even for mining, only Thornton knows what he plans next. But de-merging Barrick's 400m lbs of copper production looks possible.
“When I arrived, Barrick was running a 4-hour marathon,” Thornton, 65, has told Reuters. “Maybe now they're running it at two hours and 55 minutes. You know the world record is two hours, one minute and 39 seconds, right? That's where it's headed. Just by picking up the pace, there’ll be a self-selection process. Some people will say this is not for me.”
Lives in New York. School friends with the Ford family. Owns a rice plantation in South Carolina.

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