Item 2.03 Creation of a Direct Financial Obligation or an
Off-Balance Sheet Arrangement of a Registrant.
On September 16, 2019, Newmont Goldcorp
Corporation, a Delaware corporation (the “Company”), closed its sale of 2.800% Senior Notes due 2029 (the “Notes”)
in the principal amount of $700 million.
The Notes have been registered under the
Securities Act of 1933, as amended (the “Act”), pursuant to a registration statement on Form S-3ASR (File No. 333-227483)
(the “Registration Statement”) previously filed with the Securities and Exchange Commission.
The aggregate net proceeds received by
the Company from the sale of the Notes were approximately $690 million, after deducting the underwriting discount (before expenses).
The Company intends to use the net proceeds of this offering for the repayment of the $626 million outstanding under the Company’s
5.125% senior notes due October 1, 2019 at maturity, and any remaining portion for general corporate purposes.
The Notes were issued pursuant to an Indenture,
dated as of September 18, 2009 (the “Base Indenture”), among the Company, Newmont USA Limited (the “Guarantor”)
and The Bank of New York Mellon Trust Company, N.A., as Trustee (the “Trustee”), as supplemented by the Third Supplemental
Indenture, dated as of September 16, 2019 (the “Third Supplemental Indenture” and, together with the Base Indenture,
the “Indenture”), among the Company, the Guarantor and the Trustee. Capitalized terms used in this current report and
not defined herein have the meanings ascribed to them in the Indenture.
Interest on the Notes is payable semi-annually
in arrears on April 1 and October 1 of each year, beginning on April 1, 2020. The Notes will mature on October 1, 2029, unless
earlier redeemed.
The Notes are subject to redemption upon
not less than 30 days’ notice by mail, at any time, as a whole or in part, at the election of the Company, in accordance
with the terms of the Indenture. Prior to July 1, 2029 (three months prior to the maturity date of the Notes), the Notes will be
redeemable at a redemption price equal to the greater of the following amounts:
|
•
|
|
100% of the principal amount of the Notes being redeemed on the Redemption Date; or
|
|
•
|
|
the sum of the present values of the remaining scheduled payments of principal and interest on the Notes being redeemed on that Redemption Date (not including any portion of any payments of interest accrued to the Redemption Date) discounted to the Redemption Date on a semiannual basis, at the Treasury Rate plus 20 basis points, plus accrued and unpaid interest on the Notes to the Redemption Date.
|
At any time on or after July 1, 2029 (three
months prior to their maturity date), the Notes will be redeemable, in whole or in part, at the Company’s option at any time
or from time to time, at a redemption price calculated by the Company equal to 100% of the principal amount of the Notes to be
redeemed plus accrued and unpaid interest on the Notes to the Redemption Date.
Upon the occurrence of a Change of Control
Repurchase Event, unless all Notes have been called for redemption as described above, each Holder of Notes shall have the right
to require the Company to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of such
Notes at an offer price in cash equal to the Change of Control Payment.
The Notes are the Company’s unsecured
obligations and will rank equally with the Company’s existing and future unsecured senior debt and senior to the Company’s
future subordinated debt. The Notes will be guaranteed on a senior unsecured basis by the Guarantor. The guarantees for the Notes
are unsecured and unsubordinated obligations of the Guarantor and rank equally with other unsecured and unsubordinated indebtedness
of the Guarantor that is currently outstanding or that it may issue in the future. The guarantees will be released if the Guarantor
ceases to guarantee more than $75 million of other debt of the Company.
The Indenture contains customary terms
and covenants. Under certain events of default, including, without limitation, failure to pay when due any principal amount or
certain cross defaults to other agreements or instruments, occurring and continuing, either the Trustee or the Holders of 25% in
aggregate principal amount of the series of Note may declare the principal of such Note and any accrued and unpaid interest through
the date of such declaration immediately due and payable. In the case of certain events of bankruptcy or insolvency of the Company
or the Guarantor, the principal amount of the Notes and accrued interest automatically become due and payable.
The foregoing description of the issuance
and sale of the Notes and the terms thereof does not purport to be complete and is qualified in its entirety by reference to the
Base Indenture and the Third Supplemental Indenture, attached hereto as Exhibits 4.1 and 4.2, respectively, and incorporated herein
by reference. The form of Note, which is included as part of the Third Supplemental Indenture, is filed as Exhibit 4.3, and is
incorporated herein by reference. The form of guaranty for the Notes, which is also included as part of the Third Supplemental
Indenture, is filed as Exhibit 4.4 and is incorporated herein by reference.
In the ordinary course of their respective
businesses, the underwriters and their affiliates have engaged, and may in the future engage, in commercial banking and/or investment
banking transactions with the Company and its affiliates, for which they have received, and in the future expect to receive, customary
compensation. In addition, affiliates of the underwriters from time to time have acted or in the future may continue to act as
lenders to the Company and its affiliates, for which they have received or expect to receive customary compensation.
Affiliates of certain of the underwriters
are lenders under the Company’s senior revolving credit facility. Affiliates of certain of the underwriters may be holders
of the Company’s 5.125% Senior Notes due 2019 expected to be repaid with a portion of the proceeds of the sale of the Notes.