Newmont Mining Corporation (NYSE:NEM) (Newmont) entered into a definitive agreement to acquire Goldcorp Inc. (TSX:G) for $10 billion on January 14, 2019. Under the terms, Newmont will acquire each Goldcorp share for 0.3280 of a Newmont share and $0.02 in cash. Each option to acquire Goldcorp shares that is outstanding immediately prior to the effective time shall be cancelled in exchange for a cash payment from Goldcorp equal to the value of a Goldcorp option using the Black Scholes valuation model. Each phantom restricted share unit (Phantom RSUs) issued under Goldcorp’s phantom restricted share unit plan and each performance share unit (PSU) issued under Goldcorp’s performance share unit plan that is outstanding immediately prior to the effective time shall remain outstanding and the terms of such Phantom RSUs and Goldcorp PSUs will be determined in accordance with the existing terms of those plans and the plan of arrangement. In addition, each restricted share unit issued under Goldcorp’s restricted share unit plan (RSU) that is outstanding immediately prior to the effective time shall be exchanged for a Newmont restricted stock unit with respect to the number of shares of Newmont common stock equal to the product obtained by multiplying the total number of Goldcorp shares subject to the RSU by the sum of 0.3280 and the quotient obtained by dividing $0.02 by the volume weighted average price of a share of Newmont Common Stock on the five consecutive trading days ending on the third complete trading day prior to (and excluding) the date of the effective time. Upon closing of the arrangement, Newmont will repay Goldcorp’s $400 million term loan and $480 million drawn on Goldcorp’s $3 billion revolving credit facility. On February 19, 2019, Newmont and Goldcorp executed the first amendment to the arrangement agreement that, among other things, modified the treatment of options to purchase Goldcorp common shares at the effective time of the arrangement. As per the amendment, each option to purchase Goldcorp common outstanding at the effective time of the arrangement will remain outstanding on its existing terms and upon the exercise of each Goldcorp option the holder thereof shall be entitled to receive, in lieu of the number of Goldcorp common shares which such holder was entitled upon such exercise, a fraction of a share of Newmont common stock equal to the sum of 0.3280 and the quotient of shares of Newmont common stock obtained by dividing $0.02 by the volume weighted average price of a share of Newmont common stock on the NYSE, for the five consecutive trading days. Post transaction, Newmont and Goldcorp shareholders will own approximately 65% and 35% of the combined entity, respectively. Newmont Goldcorp's shares will be traded on the New York Stock Exchange under the ticker symbol NEM and expected to be listed for trading on the Toronto Stock Exchange (TSX) following closing of the transaction under the trading symbol NGT. As a result of the transaction, Goldcorp will become a wholly-owned subsidiary of Newmont. Newmont intends to have the Goldcorp common shares delisted from the TSX and the NYSE as promptly as possible following completion of the arrangement. The name of the Newmont following the arrangement will be Newmont Goldcorp Corporation. Under certain circumstances, Newmont would be entitled to a $350 million break-fee and Goldcorp would be entitled to a $650 million break-fee. The Board of Directors will be proportionally comprised of Newmont and Goldcorp Directors, with Noreen Doyle as Chair, Ian Telfer as Deputy Chair, Gary Goldberg as Chief Executive Officer and Tom Palmer as President and Chief Operating Officer. Rob Atkinson will be appointed as Executive Vice President and Chief Operating Officer. Nancy Buese will continue as Executive Vice President and Chief Financial Officer, Randy Engel as Executive Vice President, Strategic Development, Jennifer Cmil as Executive Vice President, Human Resources, Dean Gehring as Executive Vice President and Chief Technology Officer, Steve Gottesfeld as Executive Vice President, Chief Sustainability and External Affairs Officer, Nancy Lipson as Executive Vice President and General Counsel and Marcelo Godoy as Senior Vice President, Exploration. Goldcorp's Vancouver, Canada office will become Newmont Goldcorp's North America regional office. As of March 13, 2019, Ian Telfer will not be joining the new Board of Directors upon completion of the acquisition. Newmont Goldcorp's South America regional office will be in Miami; the Australia regional office will be in Perth; and the Africa regional office will be in Accra, Ghana. Newmont Goldcorp will be a Delaware corporation with its corporate headquarters in Colorado. The transaction is subject to the approval of shareholders of both companies, regulatory approvals in a number of jurisdictions including the European Union, Canada, South Korea and Mexico, approval for listing of consideration on the NYSE, approval of Ontario Superior Court of Justice, dissent rights not having been exercised (or if exercised, not withdrawn) with respect to more than 10% of the issued and outstanding Goldcorp common shares, Canadian antitrust approval and other customary closing conditions. The Board of Directors of both the companies has unanimously approved the transaction, including in the case of Goldcorp, on the unanimous recommendation of a special committee of independent directors of Goldcorp. Goldcorp has formed a special committee of independent directors for the transaction. As of February 18, 2019 clearance from Canadian Competition Bureau was granted. As of February 19, 2019, as per the amended agreement, the requirement that certain approvals under competition or antitrust laws in the European Union be obtained, was omitted. As of February 22, 2019, Ontario Superior Court approved the transaction. As of February 26, 2019, the government of Korea, through the Korea Fair Trade Commission, approved the transaction. As of March 25, 2019, Comisión Federal de Competencia Económica approved the transaction. As of April 4, 2019, Goldcorp Inc. shareholders approved the transaction at a special meeting. As of April 8, 2019, Goldcorp has obtained a final order from the Ontario Superior Court of Justice. The transaction is expected to close in the second quarter of 2019. As of March 25, 2019, the transaction is expected to complete by April 18, 2019. The transaction is expected to generate up to $100 million in annual pre-tax synergies. The transaction is expected to be immediately accretive to Newmont’s net asset value per share by 27% and 34% accretive to cash flow per share. Andre Hidi of BMO Capital Markets, Michael Carr of Goldman Sachs & Co. LLC and Strib Koster of Citigroup Global Markets Inc. acted as financial advisors whereas  Joseph Larson, Deborah Paul, T. Eiko Stange, David Sturgeon and Adam Shapiro, Peter Fritz, David Katz and Gordon Moodie of Wachtell, Lipton, Rosen & Katz, Jonathan Lampe, Neill May and Chris Sunstrum of Goodmans LLP, Cleary Gottlieb Steen & Hamilton LLP and Gregory Pryor and Laura Sizemore of White & Case LLP acted as legal advisors to Newmont. Newmont has agreed to pay BMO Capital Markets for its services in connection with the proposed arrangement an aggregate fee of $17 million, of which $4 million was payable upon delivery of BMOCM’s opinion and the remainder is payable contingent upon consummation of the arrangement. Newmont has agreed to pay Citigroup Global Markets for its services fee of $17 million, of which $4 million was payable upon delivery of Citi’s opinion and $13 million is payable contingent upon consummation of the arrangement. The engagement letter between Newmont and Goldman Sachs provides for a transaction fee of $17 million, $4 million of which became payable at announcement of the arrangement, and the remainder of which is contingent upon consummation of the arrangement. Newmont Mining Corporation (NYSE:NEM) completed the acquisition of Goldcorp Inc. (TSX:G) on April 18, 2019. Goldcorp's common shares are expected to be delisted from the NYSE before market open on April 18, 2019, and from the TSX after market close on April 22, 2019.