Newmont Corporation (Newmont or the Company) announced today, in
connection with its acquisition of Newcrest Mining Limited, the
commencement of 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, in each case, as
set forth in the table below.
The following table sets forth the Exchange Consideration, the
Early Tender Premium and the Total Exchange Consideration for each
series of Existing Newcrest Notes:
Title of Series/ CUSIP Number
of Existing Newcrest Notes
Maturity Date
Aggregate Principal Amount
Outstanding
Exchange
Consideration(1)
+
Early Tender
Premium(1)
=
Total Exchange
Consideration(1)(2)
3.250% Notes due 2030 / 65120FAD6 and
Q66511AE8
May 13, 2030
$650.0 million
$950 principal amount of New
Newmont 2030 Notes
$50 principal amount of New
Newmont 2030 Notes and $1.00 in cash
$1,000 principal amount of New
Newmont 2030 Notes and $1.00 in cash
5.75% Notes due 2041 / 65120FAB0 and
Q66511AB4
November 15, 2041
$500.0 million
$950 principal amount of New
Newmont 2041 Notes
$50 principal amount of New
Newmont 2041 Notes and $1.00 in cash
$1,000 principal amount of New
Newmont 2041 Notes and $1.00 in cash
4.200% Notes due 2050 / 65120FAE4 and
Q66511AF5
May 13, 2050
$500.0 million
$950 principal amount of New
Newmont 2050 Notes
$50 principal amount of New
Newmont 2050 Notes and $1.00 in cash
$1,000 principal amount of New
Newmont 2050 Notes and $1.00 in cash
____________
(1)
For each $1,000 principal amount
of the Existing Newcrest Notes accepted for exchange.
(2)
Includes the Early Tender
Premium.
In conjunction with the Exchange Offers, the Issuers are
soliciting consents (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 proposed amendments would eliminate
certain covenants, restrictive provisions, events of default and
related provisions from such indentures.
Each Exchange Offer and Consent Solicitation is conditioned upon
the completion of the other Exchange Offers and Consent
Solicitations, although the Issuers, in their sole discretion, may
waive such condition at any time with respect to any one or more of
the Exchange Offers. Any waiver of a condition by the Issuers with
respect to an Exchange Offer will automatically waive such
condition with respect to the corresponding Consent
Solicitation.
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”).
Holders who validly tender (and do not validly withdraw) their
Existing Newcrest Notes at or prior to 5:00 p.m., Eastern Standard
Time, on December 8, 2023, unless extended (the “Early Tender
Date”), will be eligible to receive the applicable Total Exchange
Consideration as set forth in the table above. The Total Exchange
Consideration includes the applicable Early Tender Premium as set
forth in the table above, for all such Existing Newcrest Notes that
are accepted for exchange. Holders who validly tender their
Existing Newcrest Notes after the Early Tender Date but prior to
5:00 p.m., Eastern Standard Time, on December 26, 2023, unless
extended (the “Expiration Date”), will not be eligible to receive
the applicable Early Tender Premium as set forth in the table
above. Those holders will only be eligible to receive the
applicable Exchange Consideration as set forth in the table above
on the settlement date. The settlement date is expected to be
promptly after the Expiration Date.
Documents relating to the Exchange Offers and the Consent
Solicitations 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,
Including Outlook Assumptions
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, (i) estimates of future production and sales,
including production outlook, average future production and upside
potential; (ii) estimates of future costs applicable to sales and
all-in sustaining costs; (iii) estimates of future capital
expenditures, including development and sustaining capital; (iv)
expectations regarding projects, including, without limitation,
expectations for production, milling, costs applicable to sales and
all-in sustaining costs, capital costs, mine life extension,
construction completion, commercial production, and other
timelines; (v) future expectations regarding sites with recently
restarted operations (vi) expectations regarding future investments
or divestitures; (vii) expectations regarding free cash flow and
returns to stockholders, including with respect to future
dividends, the dividend framework and expected payout levels;
(viii) expectations regarding future mineralization, including,
without limitation, expectations regarding reserves and recoveries;
(ix) other outlook; and (x) expectations regarding pending or
proposed transactions. 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; and (viii) other planning
assumptions. Uncertainties include those relating to general
macroeconomic uncertainty and changing market conditions, changing
restrictions on the mining industry in the jurisdictions in which
we operate, impacts to supply chain, including price, availability
of goods, ability to receive supplies and fuel, and impacts of
changes in interest rates. Such uncertainties could result in
operating sites being placed into care and maintenance and impact
estimates, costs and timing of projects. Uncertainties in
geopolitical conditions could impact certain planning assumptions,
including, but not limited to commodity and currency prices, costs
and supply chain availabilities. Risks relating to forward-looking
statements in regard to the transaction with Newcrest and the
combined company may include, but are not limited to, fluctuations
in company stock price and results of operations; the prompt and
effective integration of Newmont’s and Newcrest’s businesses and
the ability to achieve the anticipated synergies and value-creation
contemplated by the transaction; the outcome of any legal
proceedings that have been or may be instituted against the parties
and others related to the scheme implementation deed dated May 15,
2023, as amended from time to time (the “Scheme Implementation
Deed”); unanticipated difficulties or expenditures relating to the
transaction, the response of business partners and retention as a
result of the transaction; the anticipated size of the markets and
continued demand for Newmont’s and Newcrest’s resources and the
impact of competitive responses to the transaction; and the
diversion of management time on transaction-related issues. 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, including the definitive proxy statement, filed
with the SEC on September 5, 2023, 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/20231125812059/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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