Newmont Goldcorp Corporation (NYSE: NEM) (TSX: NGT) (formerly
known as Newmont Mining Corporation) (Newmont Goldcorp or the
Company) announced today that the Company is soliciting consents
(the “Consent Solicitation”) from holders (the “Holders”) of its
outstanding 5.875% Notes due 2035 (the “Notes”) to effect certain
Proposed Amendments (as defined herein) to the indenture governing
the Notes (the “Indenture”) upon the terms and subject to the
conditions set forth in the Consent Solicitation Statement, dated
August 16, 2019 (as amended or supplemented from time to time, the
“Consent Solicitation Statement”). The Notes are guaranteed by
Newmont USA Limited, a Delaware corporation (“Newmont USA”), and
Nevada Gold Mines LLC, a Delaware limited liability company (the
“JV Entity”).
The Consent Solicitation will expire at 5:00 p.m., New York City
time, on August 23, 2019 (such time and date, as the same may be
extended or earlier terminated in accordance with the Consent
Solicitation Statement, the “Expiration Date”). Newmont Goldcorp
will pay, or cause to be paid, a cash payment equal to $33.33 per
$1,000 aggregate principal amount of the Notes (the “Consent Fee”)
for which Holders have validly delivered (and not validly revoked)
their consents to the Proposed Amendments on or prior to the
Expiration Date.
Pursuant to a support agreement, Holders of a majority in
aggregate principal amount of the Notes have agreed to consent to
the Proposed Amendments.
Certain details regarding the Notes and the Consent Solicitation
are set forth in the table below.
Title of Security
CUSIP No.
Aggregate Principal Amount
Outstanding
Consent Fee(1)
5.875% Notes due 2035
651639 AE6
$600,000,000
$33.33
(1) The Consent Fee for the Consent
Solicitation is an amount per $1,000 principal amount of the Notes
for which a Holder has validly delivered (and not validly revoked)
consents to the Proposed Amendments on or prior to the Expiration
Date.
Newmont Goldcorp is soliciting consents pursuant to the Consent
Solicitation (i) to release the JV Entity as a guarantor of the
Indenture and the Notes (the “Proposed Guaranty Release”) and (ii)
to conform the provisions of the guarantor merger covenant in the
Indenture to the corresponding provisions in the indenture
governing Newmont Goldcorp’s Notes due 2019, Notes due 2022, Notes
due 2039 and Notes due 2042 (the “Conforming Amendment” and,
together with the Proposed Guaranty Release, the “Proposed
Amendments”). Except for the Proposed Amendments, all of the
existing terms of the Indenture and the Notes will remain unchanged
and in effect in their current form.
If the Holders of a majority in aggregate principal amount of
the Notes outstanding validly deliver (and not validly revoke)
their consents to the Proposed Amendments and subject to the
satisfaction or waiver of the other conditions to the Consent
Solicitation, a supplemental indenture to the Indenture (the
“Supplemental Indenture”) effecting the Proposed Amendments will be
executed (such time and date of the execution of the Supplemental
Indenture, the “Consent Time”). Consents to the Proposed Amendments
may not be revoked at any time after the earlier of (x) the Consent
Time and (y) the Expiration Date.
The Consent Solicitation is being made solely by means of the
Consent Solicitation Statement and on the terms and subject to the
conditions set forth therein. This announcement is for information
purposes only and is neither an offer to sell nor a solicitation of
an offer to buy any security and is not a solicitation of consents
with respect to the Proposed Amendments or any other securities.
The Consent Solicitation is not being made in any jurisdiction in
which, or to or from any person to or from whom, it is unlawful to
make such solicitation under applicable state or foreign securities
or “blue sky” laws.
D.F. King & Co., Inc. is acting as the information and
tabulation agent for the Consent Solicitation (the “Information and
Tabulation Agent”). Questions or requests for assistance related to
the Consent Solicitation or for additional copies of the Consent
Solicitation Statement and other related documents may be directed
to the Information and Tabulation Agent at (212) 269-5550 (banks
and brokers) and (800) 867-0821 (toll free). Holders may also
contact their broker, dealer, commercial bank, trust company or
other nominee for assistance concerning the Consent Solicitation.
Holders are urged to review the Consent Solicitation Statement for
the detailed terms of the Consent Solicitation and the procedures
for consenting to the Proposed Amendments.
About Newmont Goldcorp
Newmont Goldcorp is the world’s leading gold company and a
producer of copper, silver, zinc and lead. Newmont Goldcorp’s
world-class portfolio of assets, prospects and talent is anchored
in favorable mining jurisdictions in North America, South America,
Australia and Africa. Newmont Goldcorp is the only gold producer
listed in the S&P 500 Index and is widely recognized for its
principled environmental, social and governance practices. Newmont
Goldcorp is an industry leader in value creation, supported by
robust safety standards, superior execution and technical
proficiency. Newmont Goldcorp was founded in 1921 and has been
publicly traded since 1925.
Cautionary Statement Regarding Forward-Looking
Statements
This press 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. 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 events or results to differ
materially from future events or results expressed, projected or
implied by the forward-looking statements. Forward-looking
statements often address our expected future business, financial
performance and financial condition and often contain words such as
“anticipate,” “intend,” “plan,” “will,” “would,” “estimate,”
“expect,” “believe,” “target,” “indicative,” “preliminary,” or
“potential.” Estimates or expectations of future events or results
are based upon certain assumptions, which may prove to be
incorrect. Such assumptions include, without limitation: (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,
including, without limitation, receipt of export approvals; (iii)
political developments in any jurisdiction in which Newmont
Goldcorp operates being consistent with its current expectations;
(iv) certain exchange rate assumptions for the Australian dollar or
the Canadian dollar to the U.S. dollar, as well as other exchange
rates being approximately consistent with current levels; (v)
certain price assumptions for gold, copper, silver, zinc, lead and
oil; (vi) prices for key supplies being approximately consistent
with current levels; (vii) the accuracy of current mineral reserve
and mineralized material estimates; and (viii) other planning
assumptions. In addition, material risks that could cause actual
results to differ from forward-looking statements include: (A) the
inherent uncertainty associated with financial or other
projections; (B) the prompt and effective integration in connection
with the recent the business combination by which Newmont acquired
Goldcorp Inc. (the “integration”) and the ability to achieve the
anticipated synergies and value-creation contemplated by the
integration; (C) the outcome of any legal proceedings that may be
instituted against the parties and others related to the
integration or the Nevada joint venture; (D) the ability to achieve
the anticipated synergies and value-creation contemplated by the
Nevada joint venture; (E) unanticipated difficulties or
expenditures relating to the integration and Nevada joint venture;
(F) potential volatility in the price of Newmont Goldcorp’s common
stock due to the integration and the Nevada joint venture; and (G)
the diversion of management time on integration and
transaction-related issues. For a more detailed discussion of risks
and other factors that might impact future looking statements, see
Newmont Goldcorp’s Annual Report on Form 10-K for the year ended
December 31, 2018 as well as Newmont Goldcorp’s Quarterly Report on
Form 10-Q for the quarter ended June 30, 2019 under the heading
“Risk Factors” available on the SEC website or
www.newmontgoldcorp.com and Newmont Goldcorp’s most recent annual
information form as well as Newmont Goldcorp’s other filings made
with Canadian securities regulatory authorities and available on
SEDAR or www.newmontgoldcorp.com. Newmont Goldcorp 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
press 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/20190816005427/en/
Media Contact Omar Jabara
303.837.5114 omar.jabara@newmont.com Investor
Contact Jessica Largent 303.837.5484
jessica.largent@newmont.com
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