DENVER–(BUSINESS WIRE)–$NEM—Newmont Goldcorp Corporation (NYSE: NEM, TSX: NGT) (formerly known as Newmont Mining Corporation) (Newmont Goldcorp or the Company) announced today that the Company has successfully completed the previously announced solicitation of consents (the “Consent Solicitation”) from holders (the “Holders”) of its outstanding 5.875% Notes due 2035 (the “Notes”) to effect the Amendments (as defined below) to the indenture governing the Notes (the “Indenture”).
The Consent Solicitation expired at 5:00 p.m., New York City time, on August 23, 2019 (the “Expiration Date”). As of the Expiration Date, Holders of approximately $575,330,000 (95.89%) in aggregate principal amount of the outstanding Notes had validly delivered (and not validly revoked) their consents to the Amendments. 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 had validly delivered (and not validly revoked) their consents to the Amendments on or prior to the Expiration Date. Newmont Goldcorp intends to pay the Consent Fee on August 28, 2019.
In connection with the Consent Solicitation, a supplemental indenture to the Indenture was executed in order to (i) release Nevada Gold Mines LLC, a Delaware limited liability company, as a guarantor of the Indenture and the Notes (the “Guaranty Release”) and (ii) 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 Guaranty Release, the “Amendments”) as described in the Consent Solicitation Statement, dated August 16, 2019 (the “Consent Solicitation Statement”). Except for the Amendments, all of the existing terms of the Indenture and the Notes remain unchanged and in effect in their current form.
D.F. King & Co., Inc. acted 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 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.
This announcement is not an offer to purchase, a solicitation of an offer to purchase or a solicitation of consents with respect to any securities. The Consent Solicitation was made solely by means of the Consent Solicitation Statement and was subject to the terms and conditions stated therein.
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 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.
Omar Jabara, 303.837.5114
Jessica Largent, 303.837.5484