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*Business Wire India*
Newmont Corporation <cts.businesswire.com/ct/CT?id=smartlink&url=https%3A%2F%2Fwww.newmont.com%2Fhome%2Fdefault.aspx&esheet=53862467&newsitemid=20231125812059&lan=en-US&anchor=Newmont+Corporation&index=1&md5=16bedc0ef6…> (Newmont or the Company) announced today, in connection with its acquisition of Newcrest Mining Limited, the commencement of offers to exchange (each, an “Exchange Offer” and, collectively, the “Exchange Offers”) any and all outstanding notes (the “Existing Newcrest Notes”) issued by Newcrest Finance Pty Limited, a wholly owned subsidiary of Newmont (“Newcrest Finance” and, together with Newmont, the “Issuers”), for (1) up to $1.65 billion aggregate principal amount of new notes to be issued by the Issuers (the “New Newmont Notes”) and (2) cash, in each case, as set forth in the table below.
The following table sets forth the Exchange Consideration, the Early Tender Premium and the Total Exchange Consideration for each series of Existing Newcrest Notes:
*Title ofSeries/ CUSIPNumber ofExistingNewcrestNotes*
*Maturity Date*
*AggregatePrincipalAmountOutstanding*
*ExchangeConsideration(1)*
+
*Early TenderPremium(1)*
*=*
*Total ExchangeConsideration(1)(2)*
3.250% Notes due 2030 / 65120FAD6 and Q66511AE8
May 13, 2030
$650.0 million
$950 principal amount of New Newmont 2030 Notes
$50 principal amount of New Newmont 2030 Notes and $1.00 in cash
$1,000 principal amount of New Newmont 2030 Notes and $1.00 in cash
5.75% Notes due 2041 / 65120FAB0 and Q66511AB4
November 15, 2041
$500.0 million
$950 principal amount of New Newmont 2041 Notes
$50 principal amount of New Newmont 2041 Notes and $1.00 in cash
$1,000 principal amount of New Newmont 2041 Notes and $1.00 in cash
4.200% Notes due 2050 / 65120FAE4 and Q66511AF5
May 13, 2050
$500.0 million
$950 principal amount of New Newmont 2050 Notes
$50 principal amount of New Newmont 2050 Notes and $1.00 in cash
$1,000 principal amount of New Newmont 2050 Notes and $1.00 in cash
____________
(1)
For each $1,000 principal amount of the Existing Newcrest Notes accepted for exchange.
(2)
Includes the Early Tender Premium.
In conjunction with the Exchange Offers, the Issuers are soliciting consents (each, a “Consent Solicitation” and, collectively, the “Consent Solicitations”) to adopt certain proposed amendments to each of the indentures governing the Existing Newcrest Notes. The proposed amendments would eliminate certain covenants, restrictive provisions, events of default and related provisions from such indentures.
Each Exchange Offer and Consent Solicitation is conditioned upon the completion of the other Exchange Offers and Consent Solicitations, although the Issuers, in their sole discretion, may waive such condition at any time with respect to any one or more of the Exchange Offers. Any waiver of a condition by the Issuers with respect to an Exchange Offer will automatically waive such condition with respect to the corresponding Consent Solicitation.
The Exchange Offers and the Consent Solicitations are being made pursuant to the terms and subject to the conditions set forth in the offering memorandum and consent solicitation statement, dated November 27, 2023 (the “Offering Memorandum and Consent Solicitation Statement”).
Holders who validly tender (and do not validly withdraw) their Existing Newcrest Notes at or prior to 5:00 p.m., Eastern Standard Time, on December 8, 2023, unless extended (the “Early Tender Date”), will be eligible to receive the applicable Total Exchange Consideration as set forth in the table above. The Total Exchange Consideration includes the applicable Early Tender Premium as set forth in the table above, for all such Existing Newcrest Notes that are accepted for exchange. Holders who validly tender their Existing Newcrest Notes after the Early Tender Date but prior to 5:00 p.m., Eastern Standard Time, on December 26, 2023, unless extended (the “Expiration Date”), will not be eligible to receive the applicable Early Tender Premium as set forth in the table above. Those holders will only be eligible to receive the applicable Exchange Consideration as set forth in the table above on the settlement date. The settlement date is expected to be promptly after the Expiration Date.
Documents relating to the Exchange Offers and the Consent Solicitations will only be distributed to eligible holders of Existing Newcrest Notes who complete and return an eligibility form confirming that they are either (a) a “Qualified Institutional Buyer,” as that term is defined in Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), or (b) a person that is outside the “United States” and is (i) not a “U.S. person,” as those terms are defined in Rule 902 under the Securities Act and (ii) a “non-U.S. qualified offeree” (as defined in the Offering Memorandum and Consent Solicitation Statement). The complete terms and conditions of the Exchange Offers and the Consent Solicitations are described in the Offering Memorandum and Consent Solicitation Statement, a copy of which may be obtained by contacting D.F. King & Co., Inc., the exchange agent and the information agent in connection with the Exchange Offers and the Consent Solicitations, at (800) 713-9960 (toll free) or (212) 269-5550 (banks and brokers). The eligibility form is available at www.dfking.com/newmont-newcrest <cts.businesswire.com/ct/CT?id=smartlink&url=http%3A%2F%2Fwww.dfking.com%2Fnewmont-newcrest&esheet=53862467&newsitemid=20231125812059&lan=en-US&anchor=www.dfking.com%2Fnewmont-newcrest&index=2&md5=e…> or by emailing D.F. King & Co., Inc. at newmont@dfking.com.
*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 are being made solely pursuant to the Offering Memorandum and Consent Solicitation Statement and only to such persons and in such jurisdictions as is permitted under applicable law.*
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. If the Exchange Offers are consummated, Newmont will enter into a registration rights agreement pursuant to which it will agree to use commercially reasonable efforts to file an exchange offer registration statement to allow for the exchange of the New Newmont Notes of each series for the same principal amount of exchange notes of the same series that are registered under the Securities Act or, in certain circumstances, register the resale of the New Newmont Notes.