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Newmont Corporation (NYSE: NEM, TSX: NGT) (Newmont or the Company) announced today the pricing terms of the previously announced offers (each, a "Tender Offer" and, together, the "Tender Offers") to purchase for cash any and all of the outstanding (i) 3.700% Notes due 2023 issued by Newmont (the "Newmont Notes") and (ii) 3.700% Notes due 2023 issued by Goldcorp Inc., a wholly-owned subsidiary of Newmont (the "Goldcorp Notes" and, together with the Newmont Notes, the "Notes"). The Tender Offers are being made pursuant to the terms and subject to the conditions set forth in the offer to purchase and consent solicitation statement, dated December 6, 2021 (the "Offer to Purchase").
The total consideration to be paid for each series of Notes accepted for purchase pursuant to the applicable Tender Offer was determined by reference to (i) the applicable fixed spread for such series of Notes set forth in the table below and (ii) the applicable yield (the "Reference Yield) for such series of Notes based on the bid side price of the U.S. Treasury Security set forth in the table below (the "Total Consideration"). The applicable Reference Yield for each series of Notes was calculated in accordance with standard market practice at 10:00 a.m., New York City time, on December 17, 2021. The Total Consideration for each series of Notes includes an early tender payment (the "Early Tender Payment") of $50.00 per $1,000 principal amount of Notes of each series validly tendered (and not validly withdrawn) and accepted for purchase pursuant to the applicable Tender Offer.
The following table sets forth the pricing information for each Tender Offer:
| Title of Security | Issuer | CUSIP Numbers | Reference U.S. Treasury Security | Reference Yield | Fixed Spread (Basis Points) | Total Consideration (1)(2) | ||||||
3.700% Notes | Newmont | 651639 AS5 | 0.500% UST | 0.417% | 25 | $1,037.27 | ||||||
3.700% Notes | Goldcorp Inc. | 380956 AD4 | 0.500% UST | 0.417% | 25 | $1,037.27 |
- Includes an early tender payment of $50.00 per $1,000 principal amount of Notes of each series validly tendered (and not validly withdrawn) and accepted for purchase pursuant to the applicable Tender Offer.
- Per $1,000 principal amount of the Notes of such applicable series validly tendered (and not validly withdrawn) and accepted for purchase pursuant to the applicable Tender Offer.
In addition to the applicable Total Consideration for each series of Notes, holders who have validly tendered (and not validly withdrawn) their Notes at or prior to 5:00 p.m., New York City time, on December 17, 2021 (the "Early Tender Deadline") and whose Notes were accepted for purchase pursuant to the applicable Tender Offer will receive accrued and unpaid interest on the Notes accepted for purchase pursuant to the applicable Tender Offer from and including the most recent interest payment date to but excluding the early settlement date, which is currently expected to be December 20, 2021.
Holders of Notes of each series who have not yet tendered their Notes of such series have until 11:59 p.m., New York City time, on January 4, 2022 (such date and time, as the same may be extended, the "Expiration Time"), to tender their Notes pursuant to the applicable Tender Offer. Holders of the Notes who validly tender their Notes following the Early Tender Deadline, but on or prior to the Expiration Time, will be eligible to receive the applicable "Tender Offer Consideration" for such series of Notes, which is an amount equal to the applicable Total Consideration less the applicable Early Tender Payment.
BMO Capital Markets Corp., Credit Suisse Securities (USA) LLC, Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC are acting as Dealer Managers for the Tender Offers and Solicitation Agents for the related consent solicitations. Persons with questions regarding the Tender Offers and related consent solicitations should contact BMO Capital Markets Corp. toll-free at (833) 418-0762 or collect at (212) 702-1840, Credit Suisse Securities (USA) LLC toll-free at (800) 820-1653 or collect at (212) 325-7823, Goldman Sachs & Co. LLC toll-free at (800) 828-3182 (toll-free) or collect at (212) 902-6351 and J.P. Morgan Securities LLC toll free at (866) 834-4666 or collect at (212) 834-4045. Requests for documents should be directed to D.F. King & Co., Inc., the Tender and Information Agent for the Tender Offers and related consent solicitations, at (212) 269-5550 (for banks and brokers) or (800) 549-6746 (for noteholders), or via the following web address: www.dfking.com/newmont .
This press release is for informational purposes only and is not an offer to purchase or a solicitation of an offer to purchase with respect to any of the Notes. The Tender Offers are being made pursuant to the tender offer documents, including the Offer to Purchase that the Company is distributing to holders of the Notes. The Tender Offers are not being made to holders of Notes in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities or other laws of such jurisdiction. None of the Company, the Dealer Managers and Solicitation Agents, the Tender and Information Agent or their respective affiliates is making any recommendation as to whether or not holders should tender all or any portion of their Notes in the Tender Offers.
About Newmont
Newmont is the world's leading gold company and a producer of copper, silver, zinc and lead. The Company's world-class portfolio of assets, prospects and talent is anchored in favorable mining jurisdictions in North America, South America, Australia and Africa. 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.
At Newmont, our purpose is to create value and improve lives through sustainable and responsible mining. To learn more about Newmont's sustainability strategy and initiatives, visit us at www.newmont.com .
Legal Cautionary Statement:
This press release contains "forward-looking statements." 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 Newmont's 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." Such forward-looking statements may include, without limitation, statements regarding expected closing date for an offering of Newmont's debt securities and the use of proceeds from such offering.
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 operates being consistent with its current expectations; (iv) certain exchange rate assumptions 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; (viii) other planning assumptions; and (ix) the timely satisfaction of closing conditions and receipt of approvals in connection with pending divestitures.
For a more detailed discussion of risks and other factors that might impact future looking statements, see Newmont's Annual Report on Form 10-K for the year ended December 31, 2020, Quarterly Report on Form 10-Q for the quarter ended September 30, 2021, as well as Newmont's registration statement on Form S-3ASR (No. 333-258097) relating to the issuance of its debt securities, under the headings "Risk Factors", which are filed with the U.S. Securities and Exchange Commission (the "SEC") and available on the SEC website or www.newmont.com , 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", 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.
View source version on businesswire.com: https://www.businesswire.com/news/home/20211217005205/en/
Newmont Media Contact
Courtney Boone
720.695.0039
courtney.boone@newmont.com
Newmont Investor Contact
Daniel Horton
303.837.5468
daniel.horton@newmont.com
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