8-KFinancial EventsExhibits & Filings

NEWMONT Corp /DE/ 8-K Report, Financial Obligation (Apr 23, 2019)

Filed April 23, 2019For Securities:NEMNEMCL

Summary

Newmont Goldcorp Corporation (formerly Newmont Mining Corporation) settled its previously announced exchange offers on April 22, 2019, related to its business combination with Goldcorp. This filing details the issuance of new notes by Newmont Goldcorp in exchange for existing Goldcorp notes, and the settlement of these exchange offers. The exchange offers facilitated the integration of Goldcorp's debt into Newmont Goldcorp following the acquisition. The company issued new 3.625% Notes due 2021, 3.700% Notes due 2023, and 5.450% Notes due 2044, with specific principal amounts exchanged. These new notes are senior unsecured obligations of Newmont Goldcorp, guaranteed by a subsidiary. Investors should note that these new notes were issued without registration under the Securities Act, but Newmont Goldcorp has entered into a registration rights agreement to facilitate their future registration.

Key Highlights

  • 1Newmont Goldcorp successfully settled exchange offers for Goldcorp's debt on April 22, 2019, as part of the acquisition integration.
  • 2Approximately $472.4 million of new 3.625% Notes due 2021 were issued.
  • 3Approximately $810.2 million of new 3.700% Notes due 2023 were issued.
  • 4Approximately $443.6 million of new 5.450% Notes due 2044 were issued.
  • 5The newly issued notes are senior unsecured obligations of Newmont Goldcorp, with a subsidiary providing a senior unsecured guarantee.
  • 6The new notes were initially issued in a private placement and are not registered under the Securities Act of 1933.
  • 7A registration rights agreement was executed, obligating Newmont Goldcorp to register the new notes within specified timeframes.

Frequently Asked Questions

This 8-K filing announces the settlement of Newmont Goldcorp's exchange offers for Goldcorp's outstanding notes. This was a key step in integrating Goldcorp's debt into Newmont Goldcorp following the completion of their business combination.

Newmont Goldcorp issued new 3.625% Notes due 2021, 3.700% Notes due 2023, and 5.450% Notes due 2044 in exchange for existing Goldcorp notes.

The new notes were issued under an exemption from registration and are not currently registered under the Securities Act of 1933. However, Newmont Goldcorp has entered into a registration rights agreement to file for their registration, which will allow for future exchange offers to provide freely tradable notes.

Following the exchange offers, approximately $77.5 million of Goldcorp's 3.625% Notes due 2021, $189.7 million of its 3.700% Notes due 2023, and $6.4 million of its 5.450% Notes due 2044 remained outstanding.