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 7.01. Regulation FD Disclosure.
On November 27, 2023, Newmont Corporation (“Newmont”) announced, in connection with its acquisition of Newcrest Mining Limited, the commencement of offers to exchange (each, an “Exchange Offer” and, collectively, the “Exchange Offers”) any and all outstanding notes (the “Existing Newcrest Notes”) issued by Newcrest Finance Pty Limited, a wholly owned subsidiary of Newmont (“Newcrest Finance” and, together with Newmont, the “Issuers”) for (1) up to $1.65 billion aggregate principal amount of new notes to be issued by the Issuers (the “New Newmont Notes”) and (2) cash to eligible purchasers. The New Newmont Notes will be guaranteed by Newmont USA Limited. In conjunction with the Exchange Offers, the Issuers are soliciting consents to adopt certain proposed amendments to each of the indentures governing the Existing Newcrest Notes to eliminate certain of the covenants, restrictive provisions, events of default and related provisions therein (each, a “Consent Solicitation” and collectively, the “Consent Solicitations”).
The New Newmont Notes have not been registered under the Securities Act of 1933, as amended (the “Securities Act”) or any state or foreign securities laws. Therefore, the New Newmont Notes may not be offered or sold absent registration or an applicable exemption from the registration requirements of the Securities Act and any applicable state securities laws or applicable foreign securities laws. If the Exchange Offers are consummated, Newmont will enter into a registration rights agreement pursuant to which it will agree to use commercially reasonable efforts to file an exchange offer registration statement to allow for the exchange of the New Newmont Notes of each series for the same principal amount of exchange notes of the same series that are registered under the Securities Act or, in certain circumstances, register the resale of the New Newmont Notes.
A copy of the press release announcing the Exchange Offers and the Consent Solicitations is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.
The information in this Current Report on Form 8-K, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. The information in this Current Report on Form 8-K shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act, except as otherwise stated in such filings.
Item 9.01. Financial Statements and Exhibits.
| (d) |
Exhibits. | |
|
Exhibit |
Description | |
| 99.1 | Press release, dated November 27, 2023. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
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 | ||
| Date: November 27, 2023 | By: | /s/ Logan Hennessey |
| Logan Hennessey | ||
| Vice President, Associate General Counsel and Corporate Secretary | ||