DENVER--(BUSINESS WIRE)--
Newmont
Goldcorp Corporation (NYSE: NEM, TSX: NGT) (formerly known as
Newmont Mining Corporation) (Newmont Goldcorp or the Company) today
announced the expiration and final results of the offers to exchange
(each, an “Exchange Offer” and, collectively, the “Exchange Offers”) any
and all outstanding notes issued by Goldcorp Inc. (“Goldcorp”)
(collectively, the “Existing Goldcorp Notes”) for (1) up to
$2,000,000,000 aggregate principal amount of new notes to be issued by
Newmont Goldcorp (collectively, the “New Newmont Notes”) and (2) cash
and the related consent solicitations (each, a “Consent Solicitation”
and, collectively, the “Consent Solicitations”) to adopt certain
proposed amendments to each of the indentures governing the Existing
Goldcorp Notes. The Exchange Offers and the Consent Solicitations
expired at 9:00 a.m., New York City time, on April 18, 2019 (the
“Expiration Date”), which coincided with the closing earlier in the same
day of the arrangement between Newmont and Goldcorp pursuant to which
Newmont acquired all of the outstanding common shares of Goldcorp in
exchange for newly issued shares of Newmont’s common stock and cash
consideration (the “Arrangement”).
As of the Expiration Date, the following aggregate principal amounts of
each series of the Existing Goldcorp Notes have been validly tendered
and not validly withdrawn (and consents thereby validly delivered and
not validly revoked):
Title of Series / CUSIP Number of
Existing Goldcorp
Notes
|
|
|
Aggregate Principal
Amount Outstanding
|
|
|
Existing Goldcorp Notes Tendered as of
Expiration
Date
|
|
|
|
|
|
|
Principal Amount
|
|
|
Percentage
|
3.625% Notes due 2021 / 380956 AF9
|
|
|
$550,000,000
|
|
|
$472,463,000
|
|
|
85.90%
|
3.700% Notes due 2023 / 380956 AD4
|
|
|
$1,000,000,000
|
|
|
$810,276,000
|
|
|
81.03%
|
5.450% Notes due 2044 / 380956 AE2
|
|
|
$450,000,000
|
|
|
$443,644,000
|
|
|
98.59%
|
The settlement of the Exchange Offers and the Consent Solicitations is
expected to occur on April 22, 2019.
The Exchange Offers and the Consent Solicitations were made pursuant to
the terms and subject to the conditions set forth in the offering
memorandum and consent solicitation statement, dated March 15, 2019 (the
“Offering Memorandum and Consent Solicitation Statement”), and
accompanying letter of transmittal and consent (the “Letter of
Transmittal and Consent”). The complete terms and conditions of the
Exchange Offers and the Consent Solicitations are described in the
Offering Memorandum and Consent Solicitation Statement and the Letter of
Transmittal and Consent, copies of which may be obtained by contacting
Global Bondholder Services Corporation, the exchange agent and the
information agent in connection with the Exchange Offers and the Consent
Solicitations, at (866) 807-2200 (toll free) or (212) 430-3774 (banks
and brokers).
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 were made solely pursuant
to the Offering Memorandum and Consent Solicitation Statement and the
Letter of Transmittal and Consent and only to such persons and in such
jurisdictions as is permitted under applicable law.
The New Newmont Notes have not been and will not be registered under the
Securities Act of 1933, as amended (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.
About Newmont Goldcorp
Newmont Goldcorp 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 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. The Company 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 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 and “forward-looking information” within the meaning of applicable
Canadian 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,” “target,”
“indicative,” “preliminary” or “potential.” Forward-looking statements
in this press release may include, without limitation, statements
relating to expected benefits and opportunities of the Arrangement,
including in connection with integration and value creation. 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 Newmont
Goldcorp’s 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, mineral
resource and mineralized material estimates; and (viii) other planning
assumptions. Risks relating to forward-looking statements in regard to
Newmont Goldcorp’s business and future performance may include, but are
not limited to, gold and other metals price volatility, currency
fluctuations, operational risks, increased production costs and
variances in ore grade or recovery rates from those assumed in mining
plans, political risk, community relations, conflict resolution
governmental regulation and judicial outcomes and other risks. In
addition, material risks that could cause actual results to differ from
forward-looking statements include: (i) the inherent uncertainty
associated with financial or other projections; (ii) the prompt and
effective integration of Newmont’s and Goldcorp’s businesses (the
“integration”) and the ability to achieve the anticipated synergies and
value-creation contemplated by the integration; (iii) the outcome of any
legal proceedings that may be instituted against the parties and others
related to the arrangement agreement, dated as of January 14, 2019 (as
amended, supplemented or otherwise modified from time to time, the
“Arrangement Agreement”); (iv) unanticipated difficulties or
expenditures relating to the integration; (v) potential volatility in
the price of Newmont Goldcorp common stock due to the integration; (vi)
the anticipated size of the markets and continued demand for Newmont
Goldcorp’s resources; and (vii) the diversion of management time on
integration-related issues. For a more detailed discussion of such risks
and other factors, see Newmont’s Annual Report on Form 10-K for the year
ended December 31, 2018 filed with the Securities and Exchange
Commission (the “SEC”) as well as the Newmont’s other filings with the
SEC, available on the SEC’s website or www.newmont.com,
Goldcorp’s most recent annual information form as well as Goldcorp’s
other filings made with Canadian securities regulatory authorities and
available on SEDAR, on the SEC’s website or www.goldcorp.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.
View source version on businesswire.com:
https://www.businesswire.com/news/home/20190418005659/en/
Media Contact
Omar Jabara, 303.837.5114
omar.jabara@newmont.com
Investor
Contact
Jessica Largent, 303.837.5484
jessica.largent@newmont.com
Source: Newmont Goldcorp Corporation