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validly tendered and not validly withdrawn (and consents thereby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
ofExisting Goldcorp Notes
Aggregate PrincipalAmount
Outstanding
Existing Goldcorp Notes Tendered as
ofExpiration Date
Principal Amount Percentage 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.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20190418005659/en/
Media ContactOmar Jabara,
303.837.5114omar.jabara@newmont.comInvestor
ContactJessica Largent,
303.837.5484jessica.largent@newmont.com
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