DENVER, Nov. 10, 2016 /PRNewswire/ -- Newmont Mining
Corporation (NYSE: NEM) ("Newmont" or the "Company") announced
today the Reference Yield, the Tender Offer Consideration and the
Total Consideration (each as defined below) for its offer (the
"Tender Offer") to purchase for cash an aggregate combined
principal amount of up to $500,000,000 (as such amount may be increased by
the Company, the "Maximum Tender Amount") of its 3.500% Senior
Notes due 2022 (the "2022 Notes") and 5.125% Senior Notes due 2019
(the "2019 Notes" and, together with the 2022 Notes, the "Notes").
The terms and conditions of the Tender Offer are described in an
offer to purchase (the "Offer to Purchase"), dated October 27, 2016.
The Tender Offer commenced on October 27,
2016. The amount of each series of Notes that is purchased
in the Tender Offer will be based on the order of priority (the
"Acceptance Priority Level") for such series of Notes as set forth
in the table below. If purchasing all of the tendered Notes of an
applicable Acceptance Priority Level on the Settlement Date would
cause the Maximum Tender Amount to be exceeded, the amount of such
Notes purchased on the Settlement Date (as defined below) will be
prorated based on the aggregate principal amount of such Notes
tendered such that the Maximum Tender Amount will not be exceeded
using the procedures more fully described in the Offer to
Purchase.
The following table presents the applicable Tender Offer
Consideration or Total Consideration to be paid to each holder of
Notes accepted for purchase and the Reference Yield used in the
calculation of such consideration.
Title of
Security
|
CUSIP
Number
|
Acceptance
Priority Level
|
Reference
U.S. Treasury Security
|
Reference
Yield
|
Fixed Spread
(basis points)
|
Tender Offer
Consideration(1)
|
Total
Consideration(1)(2)
|
3.500%
Senior Notes
due 2022
|
651639 AN6
|
1
|
1.125% due September
30, 2021
|
1.515%
|
90 bps
|
$1,021.26
|
$1,051.26
|
5.125%
Senior Notes
due 2019
|
651639 AL0
|
2
|
1.00% due October 15,
2019
|
1.123%
|
55 bps
|
$1,065.39
|
$1,095.39
|
|
(1)
Per $1,000 principal amount of Notes tendered and accepted for
purchase.
|
(2)
Inclusive of the Early Tender Premium (as defined
below).
|
The Tender Offer will expire at 11:59
p.m., New York City time,
on November 25, 2016, unless extended
by the Company (such time and date, as the same may be extended,
the "Expiration Date") or earlier terminated. Withdrawal rights
with respect to Notes tendered in the Tender Offer expired at
5:00 p.m., New York City time, on November 9, 2016. Holders of Notes that are
validly tendered and not validly withdrawn at or prior to the Early
Tender Date and accepted for purchase will receive the applicable
"Total Consideration," which includes an early tender premium of
$30.00 per $1,000 of principal amount of Notes tendered and
accepted for purchase (the "Early Tender Premium"). Holders of
Notes who tender their Notes after the Early Tender Date, but at or
prior to the Expiration Date, will be eligible to receive only an
amount equal to the applicable Total Consideration minus the Early
Tender Premium (such amount, the applicable "Tender Offer
Consideration"). The applicable Total Consideration or Tender Offer
Consideration, as the case may be, will only be paid to holders of
tendered Notes to the extent that the Company accepts such Notes
for purchase.
The Total Consideration and the Tender Offer Consideration, as
applicable, for each series of Notes per $1,000 principal amount of Notes validly tendered
and accepted for purchase pursuant to the Tender Offer was
determined in the manner described in the Offer to Purchase by
reference to the applicable fixed spread (the "Fixed Spread")
specified for such series of Notes over the applicable yield (the
"Reference Yield") based on the bid side price of the applicable
reference U.S. Treasury Security (the "Reference U.S. Treasury
Security") specified for such series of Notes on the front page of
the Offer to Purchase and in the table above, as calculated by the
lead dealer managers for the Tender Offer at 11:00 a.m.,
New York City time, on
November 10, 2016, in accordance with
standard market practice. In addition to the Total Consideration or
the Tender Offer Consideration, as applicable, accrued and unpaid
interest on the Notes accepted for purchase will be paid from the
last applicable interest payment date up to, but not including, the
Settlement Date.
The settlement date for the Tender Offer will follow promptly
after the Expiration Date (the "Settlement Date"). The Company
expects that the Settlement Date will be November 28, 2016.
The Company's obligation to accept for payment, and pay for,
Notes validly tendered pursuant to the Tender Offer is subject to
the satisfaction or waiver of certain conditions set forth in the
Offer to Purchase. If any of the conditions are not satisfied or
waived by the Company, the Company will not be obligated to accept
for purchase, or pay for, validly tendered Notes, subject to
applicable law, and may terminate the Tender Offer. The Tender
Offer is not conditioned on the tender of a minimum principal
amount of Notes.
The lead dealer managers for the Tender Offer are Merrill Lynch,
Pierce, Fenner & Smith Incorporated ("BofA Merrill Lynch") and
BNP Paribas Securities Corp. ("BNP Paribas"), and BMO Capital
Markets Corp. and MUFG Securities Americas Inc. are co-dealer
managers. Questions regarding the Tender Offer may be directed to
BofA Merrill Lynch at +1 (888) 292-0070 (toll-free) or +1 (980)
387-3907 (collect) or BNP Paribas at +1 (888) 210-4358 (toll-free)
or +1 (212) 841-3059 (collect). Copies of the Offer to Purchase may
be obtained from the Information Agent, D.F. King & Co., Inc., at +1 (800) 488-8095
(toll-free) or +1 (212) 269-5550 (collect), or in writing at 48
Wall Street, 22nd Floor, New
York, NY 10005.
This press release is neither an offer to purchase, nor a
solicitation of an offer to sell the Notes or any other securities.
The Company is making the Tender Offer only by, and pursuant to,
the terms of the Offer to Purchase. The Tender Offer is not being
made in any jurisdiction in which the making of or acceptance
thereof would not be in compliance with the securities laws, blue
sky laws or other laws of such jurisdiction. None of the Company,
its board of directors, the dealer managers for the Tender Offer,
the Tender Agent and the Information Agent or the trustee for the
Notes makes any recommendation as to whether holders should tender
or refrain from tendering their Notes, and no one has been
authorized by any of them to make such a recommendation. Holders
must make their own decision as to whether to tender their Notes
and, if so, the principal amount of Notes to tender.
Cautionary Statement Regarding Forward-Looking
Statements:
This release contains "forward-looking statements" within the
meaning of Section 27A of the Securities Act of 1933, as amended,
and Section 21E of the Securities Exchange Act of 1934, as amended,
which are intended to be covered by the safe harbor created by such
sections and other applicable laws. Such forward-looking statements
may include, without limitation: statements regarding debt
repayment and financing. Where the Company 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." Such
risks include, but are not limited to, the price of gold, copper
and other commodities, the cost of operations, currency
fluctuations, geological and metallurgical assumptions, operating
performance of equipment, processes and, labor relations and timing
of receipt of necessary governmental permits or approvals. For a
more detailed discussion of such risks relating to our business and
other factors, see the Company's Form 10-K, filed on February 17, 2016, with the Securities and
Exchange Commission ("SEC") under the headings "Risk Factors" and
"Forward-Looking Statements," as well as the Company's other SEC
filings. The Company 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.
Investor
Contact
|
Meredith
Bandy
|
Telephone:
303-837-5143
|
meredith.bandy@newmont.com
|
|
Media
Contact
|
Omar
Jabara
|
Telephone:
303-837-5114
|
omar.jabara@newmont.com
|
To view the original version on PR Newswire,
visit:http://www.prnewswire.com/news-releases/newmont-announces-pricing-of-debt-tender-offer-300361066.html
SOURCE Newmont Mining Corporation