UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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Item 8.01 Other Events.
On March 4, 2020, Newmont Corporation, a Delaware corporation (the “Company”), issued a news release announcing the pricing of its previously announced public offering of 2.250% senior notes due 2030 (the “Notes”) in the principal amount of $1 billion.
A copy of the news release is attached as Exhibit 99.1 to this report and is incorporated herein by reference.
The Notes have been registered under the Securities Act of 1933, as amended pursuant to a registration statement (the “Shelf Registration Statement”) on Form S-3ASR (File No. 333-227483) previously filed with the Securities and Exchange Commission. The Notes will be sold pursuant to a prospectus, dated September 21, 2018 (the “Base Prospectus”), forming a part of the Company’s Shelf Registration Statement, and a prospectus supplement dated March 4, 2020 (the “Prospectus Supplement”).
The aggregate net proceeds expected to be received by the Company from the sale of the Notes are estimated to be approximately $983 million, after deducting the underwriting discount and estimated offering expenses. The Company intends to use the net proceeds of this offering, supplemented with cash from its balance sheet, as necessary, for the repurchase of the Company’s (i) outstanding 3.500% Senior Notes due 2022, (ii) outstanding 3.700% Notes due 2023 and (iii) outstanding 3.700% Notes due 2023 issued by the Company’s wholly-owned subsidiary, Goldcorp Inc. (“Goldcorp”) (collectively, the “Tender Offer Notes”), for up to certain aggregate maximum principal tender amounts specified in a related offer to purchase, which are accepted for purchase, and the payment of all accrued and unpaid interest thereon, and any remaining portion for working capital and other general corporate purposes, and any remaining portion for general corporate purposes. The offering is expected to close on or about March 18, 2020 (the “Closing Date”), subject to the customary closing conditions.
The Notes will be issued pursuant to an Indenture, dated as of September 18, 2009 (the “Base Indenture”), among the Company, Newmont USA Limited (the “Guarantor”) and The Bank of New York Mellon Trust Company, N.A., as Trustee (the “Trustee”), as supplemented by a Fourth Supplemental Indenture, to be dated as of the Closing Date (the “Fourth Supplemental Indenture” and, together with the Base Indenture, the “Indenture”), among the Company, the Guarantor and the Trustee.
The Notes are the Company’s unsecured obligations and will rank equally with the Company’s existing and future unsecured senior debt and senior to the Company’s future subordinated debt. The Notes will be guaranteed on a senior unsecured basis by the Guarantor. The guarantees for the Notes are unsecured and unsubordinated obligations of the Guarantor and rank equally with other unsecured and unsubordinated indebtedness of the Guarantor that is currently outstanding or that it may issue in the future. The guarantees will be released if the Guarantor ceases to guarantee more than $75 million of other debt of the Company. In connection with the offering of the Notes, on March 4, 2020, the Company and the Guarantor entered into an underwriting agreement with BMO Capital Markets Corp., Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC, as representatives of the several underwriters named therein, relating to the sale of the Notes (the “Underwriting Agreement”). The Underwriting Agreement includes customary representations, warranties, covenants, closing conditions, indemnification obligations and other customary provisions.
The foregoing description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to such agreement, which is incorporated herein by reference and attached hereto as Exhibit 1.1.
In the ordinary course of their respective businesses, the underwriters and their affiliates have engaged, and may in the future engage, in commercial banking and/or investment banking transactions with the Company and its affiliates, for which they have received, and in the future expect to receive, customary compensation. In addition, affiliates of the underwriters from time to time have acted or in the future may continue to act as lenders to the Company and its affiliates, for which they have received or expect to receive customary compensation.
Certain of the underwriters or their affiliates may be holders of the Tender Offer Notes and, accordingly, may receive a portion of the proceeds of the offering if those Tender Offer Notes are tendered, accepted for purchase and repaid with a portion of the proceeds of the sale of the Notes. BMO Capital Markets Corp., Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC are acting as dealer-managers for the Tender Offers, for which they will receive customary fees, indemnification against certain liabilities and reimbursement of expenses.
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Important Legal Information
This Form 8-K does not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of any of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. The securities being offered have not been approved or disapproved by any regulatory authority, nor has any such authority passed upon the accuracy or adequacy of the Prospectus Supplement, the Shelf Registration Statement or the Base Prospectus.
An electronic copy of the Prospectus Supplement and accompanying Base Prospectus for the offering may be obtained at www.sec.gov.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit Number | Description of Exhibit | |
| 1.1 | Underwriting Agreement, dated March 4, 2020, among the Company, the Guarantor and BMO Capital Markets Corp., Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC, as representatives of the several Underwriters named therein. | |
| 99.1 | Press Release, March 4, 2020. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| NEWMONT CORPORATION | ||
| By: |
/s/ Logan Hennessey | |
| Logan Hennessey | ||
| Dated: March 6, 2020 | Vice President, Associate General Counsel and Corporate Secretary | |
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