03:00:50 EDT Sun 19 May 2024
Enter Symbol
or Name
USA
CA



Newmont Corp
Symbol NGT
Shares Issued 1,153,617,667
Close 2023-12-28 C$ 55.19
Market Cap C$ 63,668,159,042
Recent Sedar Documents

Newmont settles exchange offers

2023-12-28 19:30 ET - News Release

Mr. Daniel Horton reports

NEWMONT ANNOUNCES THE SETTLEMENT OF THE EXCHANGE OFFERS AND CONSENT SOLICITATIONS

Newmont Corp. has settled the previously announced offers to exchange by Newmont and Newcrest Finance Pty. Ltd., a wholly owned subsidiary of Newmont (Newcrest Finance and, together with Newmont, the issuers), for any and all of the (i) 3.250 per cent notes due 2030 issued by Newcrest Finance for up to an aggregate principal amount of $650.0-million new 3.250 per cent notes due 2030 issued by the issuers and cash, (ii) 5.75 per cent notes due 2041 issued by Newcrest Finance for up to an aggregate principal amount of $500.0-million new 5.75 per cent notes due 2041 issued by the issuers and cash and (iii) 4.200 per cent notes due 2050 issued by Newcrest Finance for up to an aggregate principal amount of $500.0-million new 4.200 per cent notes due 2050 issued by the issuers and cash, and the related solicitation of consents to adopt certain proposed amendments to each of the indentures governing the existing Newcrest notes. The exchange offers and the consent solicitations expired at 5 p.m. Eastern Time, on Dec. 26, 2023.

The exchange offers and consent solicitations were made in connection with Newmont's business combination transaction with Newcrest Mining Ltd., pursuant to which Newmont acquired all of the issued and outstanding ordinary shares of Newcrest. Newmont's acquisition of Newcrest closed on Nov. 6, 2023.

Pursuant to the exchange offers, the issuers issued (i) $624,639,000 in aggregate principal amount of the new Newmont 2030 notes, (ii) $459,939,000 in aggregate principal amount of the new Newmont 2041 notes and (iii) $486,128,000 in aggregate principal amount of the new Newmont 2050 notes.

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.

In connection with the issuance of the new Newmont notes, Newmont entered into the registration rights agreement, dated as of Dec. 28, 2023, by and among Newmont and each of BMO Capital Markets Corp. and Goldman Sachs & Co. LLC, as dealer managers, pursuant to which Newmont agreed to use its commercially reasonable efforts (i) to file a registration statement with the Securities and Exchange Commission with respect to a registered offer to exchange the new Newmont notes of each series for exchange notes of the same series, which will have terms identical in all material respects to such new Newmont notes, except that the exchange notes will not contain transfer restrictions, (ii) to keep such exchange offer registration statement effective until the closing of the exchange offers, and (iii) subject to certain limitations, to cause the exchange offers to be consummated not later than Dec. 28, 2024.

BMO Capital Markets and Goldman Sachs & Co. LLC served as dealer managers on this transaction. BMO Capital Markets can be contacted at 151 West 42nd St., 32nd floor, New York, N.Y., 10036, attention: Liability Management, e-mail: LiabilityManagement@bmo.com, and Goldman Sachs & Co. LLC can be contacted at 200 West St., New York, N.Y., 10282-2198, attention: Liability Management Group, facsimile: 646-769-7607. D.F. King & Co. Inc. served as the exchange agent and information agent on this transaction and can be contacted at 48 Wall St., 22nd floor, New York, N.Y., 10005, e-mail: newmont@dfking.com, banks and brokers call collect: 212-269-5550, all others, call toll-free: 800-713-9960.

About Newmont Corp.

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 favourable mining jurisdictions in Africa, Australia, Latin America and 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.

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