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aggregate principal amounts of each series of the Existing Goldcorp Notes have been validly tendered and not validly withdrawn (and consents thereby validly delivered and not validly revoked):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 Tendered as of
|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.