Summary
This 8-K filing from Newmont Mining Corporation (NEM) on March 15, 2019, primarily concerns the company's initiation of exchange offers for outstanding notes issued by Goldcorp Inc. This action is in direct connection with Newmont's anticipated combination with Goldcorp. Investors should note that Newmont is offering to exchange existing Goldcorp notes for new notes issued by Newmont, along with cash, aiming to raise up to $2 billion. Concurrently, Newmont is soliciting consents to amend the indentures of these Goldcorp notes to remove certain restrictive covenants and default provisions.
Key Highlights
- 1Newmont Mining Corporation has commenced exchange offers for all outstanding Goldcorp Inc. notes.
- 2The exchange offers are linked to the anticipated combination of Newmont and Goldcorp.
- 3Newmont is offering up to $2 billion in new notes and cash in exchange for existing Goldcorp notes.
- 4The company is also soliciting consents to amend Goldcorp's note indentures, intending to eliminate restrictive covenants and default provisions.
- 5This filing serves as a Regulation FD disclosure and includes a press release detailing these offers and solicitations.
- 6The new Newmont notes have not been registered under the Securities Act and may not be offered or sold without registration or an applicable exemption.
- 7Forward-looking statements are included, detailing potential risks and uncertainties associated with the proposed combination and exchange offers.
Frequently Asked Questions
The main purpose of this filing is to disclose Newmont Mining Corporation's commencement of exchange offers for Goldcorp Inc.'s outstanding notes and its solicitation of consents to amend those notes' indentures, which is part of Newmont's anticipated combination with Goldcorp.
Newmont is offering to exchange any and all outstanding Goldcorp notes for up to $2,000,000,000 aggregate principal amount of new notes to be issued by Newmont, plus cash to eligible purchasers.
The Consent Solicitations are requests for holders of existing Goldcorp notes to agree to proposed amendments to their indentures. These amendments are intended to eliminate certain restrictive covenants, provisions, and events of default, simplifying the debt structure in anticipation of the combination.
No, the new Newmont notes have not been registered under the Securities Act of 1933 or any state or foreign securities laws. They may only be offered or sold if they are registered or if an applicable exemption from registration requirements is met.