DENVER, March 14, 2016 /PRNewswire/ -- Newmont Mining Corporation (NYSE: NEM) (Newmont or the Company) announced today the results as of 5:00 p.m., New York City time, on March 11, 2016 (the "Early Tender Date"), of its offer (the "Tender Offer") to purchase for cash an aggregate combined principal amount of up to $500,000,000 (as such amount may be increased by the Company, 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 are described in an offer to purchase (the "Offer to Purchase"), dated February 29, 2016.
The Tender Offer commenced on February 29, 2016. The amount of each series of Notes that is purchased in the Tender Offer will be based on the order of priority (the "Acceptance Priority Level") for such series of Notes as set forth in the table below. If purchasing all of the tendered Notes of an applicable Acceptance Priority Level on the Settlement Date (as defined below) would cause the Maximum Tender Amount to be exceeded, the amount of such Notes purchased on the Settlement Date will be prorated based on the aggregate principal amount of such Notes tendered such that the Maximum Tender Amount will not be exceeded using the procedures more fully described in the Offer to Purchase. In addition, the aggregate principal amount relating to the offer to purchase the 2019 Notes will be limited to $400,000,000 (such principal amount, the "2019 Notes Tender Cap"). If the 2019 Notes are validly tendered and not validly withdrawn such that the aggregate principal amount to be purchased of such 2019 Notes would exceed the 2019 Notes Tender Cap, the amount of 2019 Notes purchased will be subject to proration using the procedures more fully described in the Offer to Purchase.
The following table presents the aggregate principal amount of Notes of each series validly tendered and not validly withdrawn as of the Early Tender Date, as reported by D.F. King & Co., Inc., the Tender Agent for the Tender Offer.
Title of Security CUSIP Number Aggregate Principal Aggregate Principal Acceptance Priority
Amount Outstanding Amount Tendered Level
as of the Early
5.125% Senior Notes 651639 AL0 $900,000,000 $273,121,000 1
6.250% Senior Notes 651639 AM8 $1,100,000,000 $258,221,000 2
3.500% Senior Notes due 2022 651639 AN6 $1,500,000,000 $262,289,000 3
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5.875% Notes due 2035 651639 AE6 $600,000,000 $101,296,000 3
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The Tender Offer will expire at 11:59 p.m., New York City time, on March 28, 2016, unless extended by the Company (such time and date, as the same may be extended, the "Expiration Date") or earlier terminated. Withdrawal rights with respect to Notes tendered in the Tender Offer expired at 5:00 p.m., New York City time, on March 11, 2016. Holders of Notes that are validly tendered and not validly withdrawn at or prior to 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 tender their Notes after the Early Tender Date, but at or prior to the Expiration Date, will be eligible to receive only an amount equal to the applicable Total Consideration minus the Early Tender Premium (such amount, the applicable "Tender Offer Consideration"). The applicable Total Consideration or Tender Offer Consideration, as the case may be, will only be paid to holders of tendered Notes to the extent that the Company accepts such Notes for purchase.
The Total Consideration and the Tender Offer Consideration, as applicable, for each series of Notes per $1,000 principal amount of Notes validly tendered and accepted for purchase pursuant to the Tender Offer, will be determined in the manner described in the Offer to Purchase at 11:00 a.m., New York City time, on March 14, 2016, in accordance with standard market practice. In addition to the Total Consideration or the 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 settlement date for the Tender Offer will follow promptly after the Expiration Date (the "Settlement Date"). The Company expects that the Settlement Date will be March 29, 2016.
The Company's obligation to accept for payment, and pay for, Notes validly tendered pursuant to the Tender Offer is subject to the satisfaction or waiver of certain conditions set forth in the Offer to Purchase. If any of the conditions are not satisfied or waived by the Company, the Company will not be obligated to accept for purchase, or pay for, validly tendered Notes, subject to applicable law, and may terminate the Tender Offer. The Tender Offer is not conditioned on the tender of a minimum principal amount of Notes.
The lead dealer managers for the Tender Offer are BofA Merrill Lynch and Goldman, Sachs & Co. ("Goldman Sachs"), and Mizuho Securities USA Inc. is 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). Copies of the Offer to Purchase may be obtained from the Information Agent, D.F. King & Co., Inc., at +1 (866) 416-0643 (toll-free) or +1 (212) 269-5550 (collect), or in writing at 48 Wall Street, New York, NY 10005.
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 is making the Tender Offer only by, and pursuant to, the terms of the Offer to Purchase. The Tender Offer is not being 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. None of the Company, its board of directors, the dealer managers for the Tender Offer, the Tender Agent and the Information Agent or the trustee for the Notes makes any recommendation as to whether holders should tender or refrain from tendering their Notes, and no one has been authorized by any of them to make such a recommendation. Holders must make their own decision as to whether to tender their Notes and, if so, the principal amount of Notes to tender.
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.
Meredith Bandy 303-837-5143 firstname.lastname@example.org
Omar Jabara 303-837-5114 email@example.com
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SOURCE Newmont Mining Corporation