Newmont settles exchange offers related to Newcrest acquisition

By Mary Katherine Stinson

Lexington, Ky., Dec. 29 – Newmont Corp. settled the exchange offers for notes issued by Newcrest Mining Ltd. to change the issuer to Newmont in preparation for the previously announced acquisition, according to a press release and an 8-K filing with the Securities and Exchange Commission.

Under the exchange offers, on Dec. 28 the issuers issued $624,639,000 in aggregate principal amount of new Newmont 2030 notes, $459,939,000 in aggregate principal amount of new Newmont 2041 notes and $486,128,000 in aggregate principal amount of new Newmont 2050 notes.

The new Newmont 2030 notes mature on May 13, 2030 and bear interest at a rate of 3.25% annually. The new Newmont 2041 notes mature on Nov. 15, 2041 and bear interest at a rate of 5.75% annually. The new Newmont 2050 notes mature on May 13, 2050 and bear interest at a rate of 4.2% annually.

Newmont USA Ltd. is the subsidiary guarantor and the Bank of New York Mellon Trust Co., NA is the trustee for the new notes.

As previously reported, by the early deadline of 5 p.m. ET on Dec. 8, the following amounts were tendered for notes technically issued by Newcrest’s subsidiary, Newcrest Finance Pty Ltd.:

• $622,081,000, or 95.7%, of the $650 million outstanding 3.25% notes due May 13, 2030 (Cusips: 65120FAD6, Q66511AE8);

• $459.71 million, or 91.9%, of the $500 million outstanding 5.75% notes due Nov. 15, 2041 (Cusips: 65120FAB0, Q66511AB4); and

• $483,896,000, or 96.8%, of the $500 million outstanding 4.2% notes due May 13, 2050 (Cusips: 65120FAE4, Q66511AF5).

For noteholders who tendered by the early deadline, they will receive a one-to-one exchange consideration, plus $1.00 in cash.

Noteholders who tendered after the early deadline will receive $950 per $1,000 note, plus the same $1.00 cash consideration.

The issuers were also soliciting consents in conjunction with the exchange offers.

The proposed amendments will eliminate certain covenants, restrictive provisions, events of default and related provisions from such indentures.

The exchange offers are conditional upon the other exchange offers and consent solicitations.

The tenders received were sufficient to consider the consent solicitations successful.

Withdrawal rights have expired.

The offers and consent solicitation expired at 5 p.m. ET on Dec. 26.

The offer was only open to qualified institutional buyers.

D.F. King & Co., Inc. is the information and exchange agent for the offer (800 718-9960, 212 269-5550, newmont@dfking.com).

The exchange offers and consent solicitations were made in connection with Newmont’s business combination transaction with Newcrest Mining, in which Newmont acquired all the issued and outstanding ordinary shares of Newcrest. Newmont’s acquisition of Newcrest closed on Nov. 6.

Newmont is a gold, copper, zinc and lead producer based in Denver. Newcrest is a Melbourne, Australia-based gold producer and gold mining company.

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