Newmont Announces Final Results and Settlement of Debt Tender Offer

DENVER, March 29, 2016 /PRNewswire/ -- Newmont Mining Corporation (NYSE: NEM) ("Newmont" or the "Company") announced today the final results and settlement of its offer (the "Tender Offer") to purchase for cash an aggregate combined principal amount of up to $500,000,000 (the "Maximum Tender Amount") of its 5.125% Senior Notes due 2019 (the "2019 Notes"), 6.250% Senior Notes due 2039 (the "2039 Notes"), 3.500% Senior Notes due 2022 (the "2022 Notes") and 5.875% Notes due 2035 (the "2035 Notes" and, together with the 2019 Notes, the 2039 Notes and the 2022 Notes, the "Notes"). The terms and conditions of the Tender Offer were described in an offer to purchase (the "Offer to Purchase"), dated February 29, 2016.

The Tender Offer commenced on February 29, 2016, and expired at 11:59 p.m., New York City time, on March 28, 2016 (the "Expiration Date"). The amount of each series of Notes that was accepted for purchase in the Tender Offer was based on the order of priority (the "Acceptance Priority Level") for such series of Notes as set forth in the table below. The Company has accepted for purchase all of the 2019 Notes that were validly tendered and not validly withdrawn at or prior to the Expiration Date. Since the purchase of all of the 2039 Notes that were validly tendered and not validly withdrawn at or prior to the Expiration Date would result in the acceptance of Notes in excess of the Maximum Tender Amount, the amount of the 2039 Notes accepted for purchase is prorated such that the Maximum Tender Amount will not be exceeded, using the procedures more fully described in the Offer to Purchase.  In addition, the Company has not accepted for purchase any of the Notes of Acceptance Priority Level 3. Accepting for purchase such tendered Notes would result in exceeding the Maximum Tender Amount. Notes not accepted for purchase have been or will be promptly returned to the tendering holders through The Depository Trust Company ("DTC"), by crediting such Notes to the relevant account at DTC, in accordance with DTC's procedures.

The following table presents (i) the aggregate principal amount of Notes of each series validly tendered and not validly withdrawn at or prior to the Expiration Date, as reported by D.F. King & Co., Inc., the Tender Agent for the Tender Offer, and (ii) the aggregate principal amount of Notes of each series validly tendered and not validly withdrawn at or prior to the Expiration Date that the Company has accepted for purchase.

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(1) Consists of the aggregate principal amount of Notes validly tendered and not validly withdrawn by the Early Tender Date (as defined below) and the aggregate principal amount of Notes validly tendered after the Early Tender Date but at or prior to the Expiration Date and not validly withdrawn.

The consideration for the Notes accepted for purchase will be paid today, March 29, 2016 (the "Settlement Date"). Holders of Notes that were validly tendered and not validly withdrawn at or prior to 5:00 p.m., New York City time, on March 11, 2016 (the "Early Tender Date") and accepted for purchase will receive the applicable "Total Consideration," which includes an early tender premium of $30.00 per $1,000 of principal amount of Notes tendered and accepted for purchase (the "Early Tender Premium"). Holders of Notes who tendered their Notes after the Early Tender Date, but at or prior to the Expiration Date, will receive only an amount equal to the applicable Total Consideration minus the Early Tender Premium (such amount, the applicable "Tender Offer Consideration"). The Total Consideration and the Tender Offer Consideration, as applicable, for each series of Notes per $1,000 principal amount of Notes of such series validly tendered and accepted for purchase pursuant to the Tender Offer was announced by the Company on March 14, 2016. In addition to the Total Consideration or Tender Offer Consideration, as applicable, accrued and unpaid interest on the Notes accepted for purchase will be paid from the last applicable interest payment date up to, but not including, the Settlement Date.

The lead dealer managers for the Tender Offer were BofA Merrill Lynch and Goldman, Sachs & Co. ("Goldman Sachs"), and Mizuho Securities USA Inc. was a co-dealer manager. Questions regarding the Tender Offer may be directed to BofA Merrill Lynch at +1 (888) 292-0070 (toll-free) or +1 (980) 683-3215 (collect) or Goldman Sachs at +1 (800) 828-3182 (toll-free) or +1 (212) 902-6941 (collect).

This press release is neither an offer to purchase, nor a solicitation of an offer to sell the Notes or any other securities. The Company made the Tender Offer only by, and pursuant to, the terms of the Offer to Purchase. The Tender Offer was not made in any jurisdiction in which the making of or acceptance thereof would not be in compliance with the securities laws, blue sky laws or other laws of such jurisdiction.

Cautionary Statement Regarding Forward-Looking Statements:

This 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. Such forward-looking statements may include, without limitation: statements regarding debt repayment and financing. Where the Company 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." Such risks include, but are not limited to, the price of gold, copper and other commodities, the cost of operations, currency fluctuations, geological and metallurgical assumptions, operating performance of equipment, processes and, labor relations and timing of receipt of necessary governmental permits or approvals. For a more detailed discussion of such risks relating to our business and other factors, see the Company's Form 10-K, filed on February 17, 2016, with the Securities and Exchange Commission ("SEC") under the headings "Risk Factors" and "Forward-Looking Statements," as well as the Company's other SEC filings. The Company 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 news 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.

Newmont is a leading gold and copper producer. The Company employs approximately 28,000 employees and contractors, with the majority working at managed operations in the United States, Australia, Ghana, Peru, Indonesia 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. The Company 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.

 

 

SOURCE Newmont Mining Corporation