Newmont Mining Corporation (NEM) (Newmont or the Company) announced today that it has (i) further extended the expiration date for the previously announced solicitation of consents (the “Consent Solicitation”) from holders (the “Holders”) of its outstanding 5.875% Notes due 2035 (the “Notes”) with respect to certain Proposed Amendments (as defined herein) to the indenture governing the Notes (as amended, supplemented or otherwise modified from time to time, the “Indenture”) and (ii) increased the consent fee payable to the Holders who validly deliver (and not validly revoke) their consents pursuant to the Consent Solicitation on or prior to the extended Expiration Date (as defined herein). The Consent Solicitation is being made on the terms and subject to the conditions set forth in the consent solicitation statement, dated April 4, 2019 (as modified by the press release, dated April 10, 2019, and this press release, the “Consent Solicitation Statement”), to Holders as of 5:00 p.m., New York City time, on April 3, 2019.
The Consent Solicitation, which was previously scheduled to expire at 5:00 p.m., New York City time, on April 11, 2019, has been extended to expire at 5:00 p.m., New York City time, on April 12, 2019, as the same may be further extended or earlier terminated by the Company (the “Expiration Date”).
In addition, the Company has increased the consent fee from $1.00 per $1,000 aggregate principal amount of Notes to $10.00 per $1,000 aggregate principal amount of Notes.
Holders of Notes who have already validly delivered their consents pursuant to the Consent Solicitation need not take any additional action in order to deliver their consents.
Newmont is soliciting consents pursuant to the Consent Solicitation (i) to conform the provisions of the guarantor merger covenant in the Indenture to the corresponding provisions in the indenture governing the other outstanding series of notes issued by Newmont and (ii) to add to, amend, supplement or change certain defined terms contained in the Indenture related to the foregoing (collectively, the “Proposed Amendments”). Under the corresponding provisions of the indenture governing the other series of notes issued by Newmont that are outstanding as of the date hereof, the Nevada joint venture entity will not be required to assume the obligations of, or provide a guarantee for, such other series of notes. Accordingly, Newmont is not soliciting consents from the holders of such other series of notes to any proposed amendments to such indenture. Except for the Proposed Amendments, all of the existing terms of the Indenture and the Notes will remain unchanged and in effect in their current form.
The Consent Solicitation is being made solely by means of the Consent Solicitation Statement and on the terms and subject to the conditions set forth therein. Newmont may, in its sole discretion, terminate, abandon, extend or amend the Consent Solicitation at any time as described in the Consent Solicitation Statement. This announcement is neither an offer to sell nor a solicitation of an offer to buy any security and is not a solicitation of consents with respect to the Proposed Amendments or any other securities. The Consent Solicitation is not being made in any jurisdiction in which, or to or from any person to or from whom, it is unlawful to make such solicitation under applicable state or foreign securities or “blue sky” laws.
Citigroup Global Markets Inc. is acting as the solicitation agent for the Consent Solicitation (the “Solicitation Agent”). Global Bondholder Services Corporation is acting 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 or for additional copies of the Consent Solicitation Statement and other related documents may be directed to the Solicitation Agent at (212) 723-6106 (banks and brokers) and (800) 558-3745 (toll free) or to the Information and Tabulation Agent at (212) 430-3774 (banks and brokers) and (866) 807-2200 (toll free). Holders may also contact their broker, dealer, commercial bank, trust company or other nominee for assistance concerning the Consent Solicitation. Holders are urged to review the Consent Solicitation Statement for the detailed terms of the Consent Solicitation and the procedures for consenting to the Proposed Amendments.
Newmont is a leading gold and copper producer. Newmont’s operations are primarily in the United States, Australia, Ghana, Peru and Suriname. Newmont is the only gold producer listed in the S&P 500 Index and was named the mining industry leader by the Dow Jones Sustainability World Index in 2015, 2016, 2017 and 2018. Newmont is an industry leader in value creation, supported by its leading technical, environmental, social and safety performance. Newmont 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, 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 to differ materially from future events expressed, projected or implied by the forward-looking statements. Forward-looking statements often address our expected future business 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, expectations regarding the Nevada joint venture, including expectations regarding closing of the joint venture, value accretion, joint venture synergies and the benefits thereof. Such statements are intended to present events and results based upon the parties’ agreed upon terms, but a definitive joint venture agreement will not be forthcoming until later in 2019. 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’s operations and projects being consistent with current expectations and mine plans, including, without limitation, receipt of export approvals; (iii) political developments in Nevada being consistent with its current expectations; (iv) certain exchange rate assumptions for the Canadian dollar to the U.S. dollar; (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; (viii) satisfying the conditions to implementation of the Nevada joint venture, including obtaining regulatory approvals; and (ix) 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 risk associated with the closing of the Nevada joint venture transaction and ability to achieve the anticipated synergies and value-creation contemplated by the proposed Nevada joint venture transaction; (C) unanticipated difficulties or expenditures relating to the transactions, the response of business partners and retention as a result of the announcement and pendency of the transactions; (D) potential volatility in the price of Newmont common stock due to the proposed transactions; and (E) the diversion of management time on transaction-related issues. 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, 2018 filed with the Securities and Exchange Commission as well as Newmont’s other SEC filings, available on the SEC website or www.newmont.com. Newmont 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.