Newmont Corporation (Newmont or the Company) announced today, in
connection with the previously announced offers to exchange (each,
an “Exchange Offer” and, collectively, the “Exchange Offers”) any
and all outstanding notes (the “Existing Newcrest Notes”) issued by
Newcrest Finance Pty Limited, a wholly owned subsidiary of Newmont
(“Newcrest Finance” and, together with Newmont, the “Issuers”), for
(1) up to $1.65 billion aggregate principal amount of new notes to
be issued by the Issuers (the “New Newmont Notes”) and (2) cash,
and related consent solicitations (each, a “Consent Solicitation”
and, collectively, the “Consent Solicitations”) to adopt certain
proposed amendments to each of the indentures governing the
Existing Newcrest Notes (the “Existing Newcrest Indentures
Amendments”), that the Issuers have received tenders with respect
to the aggregate principal amounts of Existing Newcrest Notes set
forth below, which constitute the requisite consents needed to
adopt the Existing Newcrest Indentures Amendments with respect to
each of the three outstanding series of the Existing Newcrest Notes
that are subject to the Exchange Offers and the Consent
Solicitations. Newcrest Finance intends to enter into supplemental
indentures with the trustee for the Existing Newcrest Notes to
implement the Existing Newcrest Indentures Amendments on or prior
to the settlement date of the Exchange Offers and the Consent
Solicitations.
As of 5:00 p.m., Eastern Standard Time, on December 8, 2023 (the
“Early Tender Date”), the following principal amounts of each
series of the Existing Newcrest Notes have been validly tendered
and not validly withdrawn (and consents thereby validly delivered
and not validly revoked):
Title of Series / CUSIP Number
of Existing Newcrest Notes
Aggregate Principal Amount
Outstanding
Existing Newcrest Notes
Tendered as of Withdrawal Deadline
Principal Amount
Percentage
3.250% Notes due 2030 / 65120FAD6 and
Q66511AE8
$650.0 million
$622,081,000
95.7%
5.75% Notes due 2041 / 65120FAB0 and
Q66511AB4
$500.0 million
$459,710,000
91.9%
4.200% Notes due 2050 / 65120FAE4 and
Q66511AF5
$500.0 million
$483,896,000
96.8%
Withdrawal rights for the Exchange Offers and the Consent
Solicitations expired as of the Early Tender Date.
Holders who validly tendered (and did not validly withdraw)
their Existing Newcrest Notes at or prior to the Early Tender Date
will be eligible to receive $1,000 principal amount of the
corresponding series of New Newmont Notes and $1.00 in cash, which
includes an early tender premium of $50 principal amount of the
corresponding series of New Newmont Notes, and $1.00 in cash
(together, the “Early Tender Premium”), for each $1,000 principal
amount of the Existing Newcrest Notes accepted for exchange on the
settlement date. Holders who validly tender their Existing Newcrest
Notes after the Early Tender Date but prior to the Expiration Date
(as defined below), will not be eligible to receive the applicable
Early Tender Premium and, accordingly, will only be eligible to
receive $950 principal amount of the corresponding series of New
Newmont Notes, for each $1,000 principal amount of the Existing
Newcrest Notes accepted for exchange on the settlement date.
The Exchange Offers and the Consent Solicitations are being made
pursuant to the terms and subject to the conditions set forth in
the offering memorandum and consent solicitation statement, dated
November 27, 2023 (the “Offering Memorandum and Consent
Solicitation Statement”). The terms of the Exchange Offers and the
Consent Solicitations remain as set forth in the Offering
Memorandum and Consent Solicitation Statement.
The Exchange Offers and the Consent Solicitations will expire at
5:00 p.m., Eastern Standard Time, on December 26, 2023, unless
extended (the “Expiration Date”). The settlement date is expected
to be promptly after the Expiration Date and is currently expected
to be on or about December 28, 2023.
Documents relating to the Exchange Offers and the Consent
Solicitations have been and will only be distributed to eligible
holders of Existing Newcrest Notes who complete and return an
eligibility form confirming that they are either (a) a “Qualified
Institutional Buyer,” as that term is defined in Rule 144A under
the Securities Act of 1933, as amended (the “Securities Act”), or
(b) a person that is outside the “United States” and is (i) not a
“U.S. person,” as those terms are defined in Rule 902 under the
Securities Act and (ii) a “non-U.S. qualified offeree” (as defined
in the Offering Memorandum and Consent Solicitation Statement). The
complete terms and conditions of the Exchange Offers and the
Consent Solicitations are described in the Offering Memorandum and
Consent Solicitation Statement, a copy of which may be obtained by
contacting D.F. King & Co., Inc., the exchange agent and the
information agent in connection with the Exchange Offers and the
Consent Solicitations, at (800) 713-9960 (toll free) or (212)
269-5550 (banks and brokers). The eligibility form is available at
www.dfking.com/newmont-newcrest or by emailing D.F. King & Co.,
Inc. at newmont@dfking.com.
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 are being made solely pursuant to the Offering
Memorandum and Consent Solicitation Statement and only to such
persons and in such jurisdictions as is permitted under applicable
law.
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. If the
Exchange Offers are consummated, Newmont will enter into a
registration rights agreement pursuant to which it will agree to
use commercially reasonable efforts to file an exchange offer
registration statement to allow for the exchange of the New Newmont
Notes of each series for the same principal amount of exchange
notes of the same series that are registered under the Securities
Act or, in certain circumstances, register the resale of the New
Newmont Notes.
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.”
Forward-looking statements in this news release may include,
without limitation statements regarding the expected consummation
of the Exchange Offers and the Consent Solicitations and the entry
into any agreements relating thereto, including the registration
rights agreement, as well as the Expiration Date and settlement
date of the Exchange Offers and the Consent Solicitations.
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.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20231208268009/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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