Newmont Corporation (Newmont or the Company) announced the
settlement of the previously announced offers to exchange (the
“Exchange Offers”) by Newmont and Newcrest Finance Pty Limited, a
wholly owned subsidiary of Newmont (“Newcrest Finance” and,
together with Newmont, the “Issuers”) for any and all of the (i)
3.250% Notes due 2030 issued by Newcrest Finance (the “Existing
Newcrest 2030 Notes”) for up to an aggregate principal amount of
$650.0 million new 3.250% Notes due 2030 issued by the Issuers (the
“New Newmont 2030 Notes”) and cash, (ii) 5.75% Notes due 2041
issued by Newcrest Finance (the “Existing Newcrest 2041 Notes”) for
up to an aggregate principal amount of $500.0 million new 5.75%
Notes due 2041 issued by the Issuers (the “New Newmont 2041 Notes”)
and cash and (iii) 4.200% Notes due 2050 issued by Newcrest Finance
(the “Existing Newcrest 2050 Notes” and, collectively with the
Existing Newcrest 2030 Notes and the Existing Newcrest 2041 Notes,
the “Existing Newcrest Notes”) for up to an aggregate principal
amount of $500.0 million new 4.200% Notes due 2050 issued by the
Issuers (the “New Newmont 2050 Notes” and, collectively with the
New Newmont 2030 Notes and the New Newmont 2041 Notes, the “New
Newmont Notes”) and cash, and the related solicitation of consents
(the “Consent Solicitations”) to adopt certain proposed amendments
to each of the indentures governing the Existing Newcrest Notes.
The Exchange Offers and the Consent Solicitations expired at 5:00
p.m., Eastern Standard Time, on December 26, 2023.
The Exchange Offers and Consent Solicitations were made in
connection with Newmont’s business combination transaction with
Newcrest Mining Limited (“Newcrest”), pursuant to which Newmont
acquired all of the issued and outstanding ordinary shares of
Newcrest. Newmont’s acquisition of Newcrest closed on November 6,
2023.
Pursuant to the Exchange Offers, the Issuers issued (i)
$624,639,000 in aggregate principal amount of the New Newmont 2030
Notes, (ii) $459,939,000 in aggregate principal amount of the New
Newmont 2041 Notes and (iii) $486,128,000 in aggregate principal
amount of the New Newmont 2050 Notes.
The New Newmont Notes have not been registered under the
Securities Act or any state or foreign securities laws. Therefore,
the New Newmont Notes may not be offered or sold absent
registration or an applicable exemption from the registration
requirements of the Securities Act and any applicable state
securities laws or applicable foreign securities laws.
In connection with the issuance of the New Newmont Notes,
Newmont entered into the registration rights agreement, dated as of
December 28, 2023, by and among Newmont and each of BMO Capital
Markets Corp. and Goldman Sachs & Co. LLC, as dealer managers,
pursuant to which Newmont agreed to use its commercially reasonable
efforts (i) to file a registration statement with the Securities
and Exchange Commission with respect to a registered offer to
exchange the New Newmont Notes of each series for exchange notes of
the same series, which will have terms identical in all material
respects to such New Newmont Notes, except that the exchange notes
will not contain transfer restrictions, (ii) to keep such exchange
offer registration statement effective until the closing of the
Exchange Offers and (iii) subject to certain limitations, to cause
the Exchange Offers to be consummated not later than December 28,
2024.
BMO Capital Markets and Goldman Sachs & Co. LLC served as
dealer managers on this transaction. BMO Capital Markets can be
contacted at 151 West 42nd Street, 32nd Floor, New York, New York
10036, attention: Liability Management, email:
LiabilityManagement@bmo.com and Goldman Sachs & Co. LLC can be
contacted at 200 West Street, New York, New York 10282-2198,
attention: Liability Management Group, facsimile: (646) 769-7607.
D.F. King & Co., Inc. served as the exchange agent and
information agent on this transaction and can be contacted at 48
Wall Street, 22nd Floor, New York, NY 10005, email:
newmont@dfking.com, banks and brokers call collect: (212) 269-5550,
all others, call toll free: (800) 713-9960.
This press release does not constitute an offer to sell or
purchase, or a solicitation of an offer to sell or purchase, or the
solicitation of tenders or consents with respect to, any security.
No offer, solicitation, purchase or sale will be made in any
jurisdiction in which such an offer, solicitation, purchase or sale
would be unlawful. The Exchange Offers and the Consent
Solicitations were made solely pursuant to the Offering Memorandum
and Consent Solicitation Statement, dated November 27, 2023, and
only to such persons and in such jurisdictions as is permitted
under applicable law.
About Newmont
Newmont is the world’s leading gold company and a producer of
copper, zinc, lead, and silver. The Company’s world-class portfolio
of assets, prospects and talent is anchored in favorable mining
jurisdictions in Africa, Australia, Latin America & Caribbean,
North America, and Papua New Guinea. Newmont is the only gold
producer listed in the S&P 500 Index and is widely recognized
for its principled environmental, social, and governance practices.
The Company is an industry leader in value creation, supported by
robust safety standards, superior execution, and technical
expertise. Newmont was founded in 1921 and has been publicly traded
since 1925.
Cautionary Statement Regarding Forward-Looking
Statements
This news release contains “forward-looking statements,” which
are intended to be covered by the safe harbor created by such
sections and other applicable laws and “forward-looking
information” within the meaning of applicable Australian securities
laws. Where a forward-looking statement expresses or implies an
expectation or belief as to future events or results, such
expectation or belief is expressed in good faith and believed to
have a reasonable basis. However, such statements are subject to
risks, uncertainties and other factors, which could cause actual
results to differ materially from future results expressed,
projected or implied by the forward-looking statements.
Forward-looking statements often address our expected future
business and financial performance and financial condition; and
often contain words such as “anticipate,” “intend,” “plan,” “will,”
“would,” “estimate,” “expect,” “believe,” “pending” or “potential.”
Estimates or expectations of future events or results are based
upon certain assumptions, which may prove to be incorrect. Such
assumptions, include, but are not limited to: (i) there being no
significant change to current geotechnical, metallurgical,
hydrological and other physical conditions; (ii) permitting,
development, operations and expansion of operations and projects
being consistent with current expectations and mine plans; (iii)
political developments in any jurisdiction in which Newmont
operates being consistent with its current expectations; (iv)
certain exchange rate assumptions; (v) certain price assumptions
for gold, copper, silver, zinc, lead and oil; (vi) prices for key
supplies; (vii) the accuracy of current mineral reserve and
mineralized material estimates; (viii) other planning assumptions;
and (ix) the timely satisfaction of customary closing conditions to
the Exchange Offers and the Consent Solicitations. For a more
detailed discussion of such risks, see Newmont’s Annual Report on
Form 10-K for the year ended December 31, 2022 filed with the SEC
on February 23, 2023, as updated by the current report on Form 8-K,
filed with the SEC on July 20, 2023, as well as Newmont’s other SEC
filings, under the heading “Risk Factors”, and other factors
identified in Newmont’s reports filed with the SEC, available on
the SEC website or www.newmont.com. Newmont does not undertake any
obligation to release publicly revisions to any “forward-looking
statement,” including, without limitation, outlook, to reflect
events or circumstances after the date of this news release, or to
reflect the occurrence of unanticipated events, except as may be
required under applicable securities laws. Investors should not
assume that any lack of update to a previously issued
“forward-looking statement” constitutes a reaffirmation of that
statement. Continued reliance on “forward-looking statements” is at
investors’ own risk.
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version on businesswire.com: https://www.businesswire.com/news/home/20231228263822/en/
Media Contact Jennifer Pakradooni
+1.720.236.8170 jennifer.pakradooni@newmont.com
Investor Contact Daniel Horton
+1.303.837.5468 daniel.horton@newmont.com
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