Newmont Australia unit heads for insolvency proceeds; 8 7/8% 08 notes tender offer extended unit now holds 83% of

New York, July 3 - Newmont Mining Corp. (Baa3) said that the board of directors of its Australian subsidiary, Newmont Yandal Operations Pty Ltd, (Ca) resolved to place the company into voluntary administration - a form of insolvency proceeding in Australia - as it is insolvent or is likely to become insolvent.

Newmont expressed its disappointment that it had not been able to get 100% acceptance of its offers to acquire claims of Nemont Yandal creditors (Newmont had previously announced that its Yandal Bond Co. Ltd. subsidiary, which already owned $62.8 million of the $300 million of outstanding Newmont Yandal 8 7/8% senior notes due 2008, would tender for all $237.2 million of the bonds which it did not already own, and would also separately seek to acquire all of the gold hedge obligations owed by Newmont Yandal Operations to counterparty banks.

Newmont said that it had received acceptances from hedge counterparties representing 76% of Newmont Yandal's negative mark-to-market liability as of May 22, and from noteholders representing 83% of the 8 7/8% notes not already owned by Yandal Bond Co., or $196.8 million aggregate principal amount of the outstanding notes. Newmont said that Yandal Bond Co. had previously purchased and paid for those notes, which were tendered before the former consent deadline of June 26. Yandal Bond Co. was advised by the depositary for its tender offer for the notes, that as of July 2, no additional notes had been tendered since June 26.

Newmont further said that in conjunction with the voluntary administration process, Newmont or a subsidiary is making an offer to the administrator for Newmont Yandal that, if accepted, would bring the company out of voluntary administration. The offer would effectively value the assets at $200 million and could result in Newmont Yandal's still-outstanding third-party note holders and hedge counterparty receiving not more than 40 cents on the dollar.

Newmont said that if its offer is accepted, Newmont Yandal would be returned to the control of its directors and employees would continue their employment as usual. In addition, Newmont would honor any prior unpaid obligations to Newmont Yandal's employees and offer trade creditors payment in full. The Newmont offer will require Newmont Yandal to enter into a Deed of Company Arrangement at a meeting of creditors to be held within one month.

Newmont added that in order to comply with applicable requirements and to allow the holders of the 8 7/8% notes not previously tendered more time to assess these material developments, the tender offer expiration and consent payment deadlines - which were to have expired at 5 p.m. ET - were extended to 5 p.m. ET on July 11, pending possible further extension.

As previously announced, Newmont, a Denver-based international gold mining company, said on May 27 that it planned to acquire the bonds of Newmont Yandal Operations - the former Great Central Mines Ltd., which Newmont acquired in February 2002 - and would also offer to acquire all of the gold hedge obligations owed by Newmont Yandal to counterparty banks.

Newmont said that it would acquire the bonds and the gold hedge obligations through another of its subsidiaries, Yandal Bond Company Ltd., which already owned $62.8 million in aggregate principal amount of the notes before the tender offer was announced.

Newmont said that Yandal Bond Co. would offer to acquire all of the $237.2 million principal amount of notes which it did not already own, plus accrued interest, for a cash payment of 50 cents per $1 of outstanding principal amount (which would include an early acceptance and consent fee). The aggregate offer price for those notes not already owned by Yandal Bond Co. would be approximately $118.6 million.

Newmont said that the offer would be subject to various conditions, including (among others) acceptance of the offer by a majority in outstanding principal amount of the $237.2 million of notes not currently owned by Yandal Bond Co., and there not being any acceleration of Newmont Yandal indebtedness or insolvency or similar proceeding instituted against Newmont Yandal.

The company said it also planned to seek the consent of its noteholders to certain indenture amendments.

On May 29, Newmont said that it had officially launched its previously announced tender offer for the 8 7/8% notes and related consent solicitation.

It initially established a consent deadline of 5 p.m. ET on June 12 (subsequently extended) by which time holders would have had to tender their bonds and consent to proposed indenture amendments in order to receive a $20 per $1,000 principal amount consent payment as part of their total consideration. With the consent payment, total consideration would be $500 per $1,000 principal amount.

Newmont said on June 16 that it had extended the consent period so that it would coincide with the tender offer expiration deadline of 5 p.m. ET on June 26 (both of which were subsequently extended). The company said it had extended the consent period at the request of several noteholders, to allow for additional time to analyze the offer. It said that as of the original deadline, a total principal amount of $39.28 million of the notes had been tendered.

On June 27, Newmont said that Yandal Bond Co. had received tenders totaling $196.8 million, or 83% of the outstanding amount, of the 8 7/8% notes.

Newmont said that Yandal Bond Co. would purchase all of the tendered notes, which (counted along with the notes Yandal Bond Co. had already owned prior to the tender offer) would bring its total holdings of the notes to $259.6 million of the full principal amount of $300 million.

Yandal Bond Co. gave notice to the depositary for the tender offer that it had received valid tenders of notes and consents to proposed indenture amendments from holders of a majority in principal amount of the outstanding notes that Yandal Bond Co. did not previously own; under the terms of the offer, those who tendered their notes relinquished their withdrawal rights.

Issuer Newmont Yandal Operations advised Yandal Bond Co. that Newmont Yandal and its subsidiaries that guarantee the notes would promptly meet with the indenture trustee to sign a supplemental indenture putting into effect the desired changes in the notes' indenture. (Newmont subsequently announced on July 3 that the supplemental indenture had been executed)

Newmont further said that to allow bond holders more time to assess these developments, Yandal Bond Co. extended the consent payment deadline and the expiration of the note offer by five business days, from the original June 26 expiration deadline (to which the consent deadline had been previously extended as well), to 5 p.m. ET on July 3, (these deadlines were subsequently extended again) .

Newmont said that separately, Yandal Bond Co.'s previously announced offer to acquire the hedge positions of Newmont Yandal's only hedge counterparty that did not accept Yandal Bond Co.'s May 29 offer to the counterparties expired at close of business on June 27. It said that the hedge counterparty had not extended its agreement to forbear demanding payment from Yandal of the amount that would be due if an early termination event were to occur under Yandal's hedge contract, but had also not yet demanded payment. Newmont said that through acceptances of the counterparty offer, Yandal Bond Co. held $154 million of the total of $202 million of Newmont Yandal hedge positions, negative mark-to-market liability of Yandal's entire hedge positions as of May 22. Thus, between its holdings in the hedge positions and the 8 7/8% notes, Yandal Bond Co. held approximately $413.6 million of obligations owed by Newmont Yandal.

Citigroup Global Markets Inc. is the dealer manager for the offer (call 800-558-3745) . Mellon Investor Services LLC is the depositary and information agent for the tender offer and consent solicitation (banks and brokers call 917-320-6286; others call toll-free at 800-392-5792).

Multicanal again extends solicitation, tender offer

New York, July 3 - Multicanal SA said that it again extended its previously announced consent solicitation and concurrent cash tender offer for its notes and bank debt to 5 p.m. ET on July 11 from July 2.

Covered by the solicitation and the tender are Multicanal's 9¼% notes due 2002, 10½% notes due 2007, 13.125% series E notes due 2009, series C 10½% notes due 2018 and series J floating-rate notes due 2003. The tender offer also applies to the Buenos Aires, Argentina company's bank debt.

Buenos Aires-based Multicanal said that as of 5 p.m. ET on July 1, holders of approximately $244 million, or 46.3 of the existing debt (notes plus bank debt) had either tendered under the cash tender offer or had agreed to participate in the consent solicitation - unchanged from the levels recorded on June 26 and announced on June 27, when the consent solicitation and tender offer were last extended previously.

Among the holders tendering or agreeing to participate in the consent solicitation, holders of approximately $145.8 million principal amount of the existing debt (34.1% of the outstanding amount) had agreed to the consent solicitation as of July 1 and holders of approximately $98.4 million of the debt (12.2% of the outstanding amount) had tendered under the cash tender offer, both essentially unchanged from the previous participation level.

Under the tender offer, Multicanal is offering to buy up to U.S $100 million of its existing debt - notes or bank debt - at $300 per $1,000 principal amount in cash.

The solicitation is for consent for powers of attorney in favor of an attorney-in-fact to execute an acuerdo preventiveextrajudicial (APE), a legal remedy which the company says would afford its creditors an opportunity to achieve a restructuring of the existing debt on a consensual basis. Multicanal believes that the APE procedure "presents important advantages for the Company as well as its creditors, by avoiding the complexities and costs of the [non-consensual] concurso preventivo process."

Upon approval of the APE by the bankruptcy court, holders who accept the solicitation will receive for each $1,000 principal amount of existing debt, at the holder's option either $1,000 principal amount of 10-year step-up notes or $315principal amount of either 7% seven-year notes or seven-year floating rate. Holders will also receive 598 shares of class C common stock.

Multicanal is seeking to exchange approximately $100 million principal amount of its existing debt for $100 million of 10-year notes, $157.4 million principal amount of its existing debt for $102.3 million of its seven-year notes (either fixed or floating) and capitalize approximately $167.4 million principal amount of existing debt.

Multicanal will not pay any accrued and unpaid interest (including default interest and additional amounts, if any) on existing debt that is exchanged or capitalized under the APE.

The information agent for the cash tender offer and the APE solicitation is D.F. King & Co., Inc. (212 493-6920); the depositary is JPMorgan Chase Bank (212 623-5162).

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