Newmont Goldcorp Announces Consent Solicitation for its 5.875% Notes due 2035
Newmont Goldcorp Corporation (NYSE:NEM) (TSX:NGT.TO) (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. CUSIP No. Aggregate Principal Aggregate PrincipalConsent Fee(1) Consent Fee(1) Amount Outstanding Amount Outstanding --------------------- ---------- ---------- ------------------- ------------------- -------------- -------------- 5.875% Notes due 2035651639 AE6 651639 AE6 $600,000,000 $600,000,000 $33.33 $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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SOURCE: Newmont Goldcorp
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