Newmont Mining Corporation (NYSE: NEM) has announced the results of its offer (the “Tender Offer”) to purchase for cash, an aggregate combined principal amount of up to $500,000,000 (as such amount may be increased by the Company, the “Maximum Tender Amount”) of its 5.125% Senior Notes due 2019 (the “2019 Notes”), 6.250% Senior Notes due 2039 (the “2039 Notes”), 3.500% Senior Notes due 2022 (the “2022 Notes”) and 5.875% Notes due 2035 (the “2035 Notes” and, together with the 2019 Notes, the 2039 Notes and the 2022 Notes, the “Notes”).
A statement said the terms and conditions of the Tender Offer are described in an offer to purchase (the “Offer to Purchase”), dated February 29, 2016.
The Tender Offer commenced on February 29, 2016. The amount of each series of Notes that is purchased in the Tender Offer will be based on the order of priority (the “Acceptance Priority Level”) for such series of Notes as set forth in the table below.
If purchasing all of the tendered Notes of an applicable Acceptance Priority Level on the Settlement Date would cause the Maximum Tender Amount to be exceeded, the amount of such Notes purchased on the Settlement Date will be prorated based on the aggregate principal amount of such Notes tendered such that the Maximum Tender Amount will not be exceeded using the procedures more fully described in the Offer to Purchase.
In addition, the aggregate principal amount relating to the offer to purchase the 2019 Notes will be limited to $400,000,000 (such principal amount, the “2019 Notes Tender Cap”).
If the 2019 Notes are validly tendered and not validly withdrawn such that the aggregate principal amount to be purchased of such 2019 Notes would exceed the 2019 Notes Tender Cap, the amount of 2019 Notes purchased will be subject to proration using the procedures more fully described in the Offer to Purchase, Newmont noted.
The Tender Offer will expire at 11:59 p.m., New York City time, on March 28, 2016, unless extended by the Company (such time and date, as the same may be extended, the “Expiration Date”) or earlier terminated.
Withdrawal rights with respect to Notes tendered in the Tender Offer expired at 5:00 p.m., New York City time, on March 11, 2016. Holders of Notes that are validly tendered and not validly withdrawn at or prior to the Early Tender Date and accepted for purchase will receive the applicable “Total Consideration,” which includes an early tender premium of $30.00 per $1,000 of principal amount of Notes tendered and accepted for purchase (the “Early Tender Premium”).
Holders of Notes who tender their Notes after the Early Tender Date, but at or prior to the Expiration Date, will be eligible to receive only an amount equal to the applicable Total Consideration minus the Early Tender Premium (such amount, the applicable “Tender Offer Consideration”). The applicable Total Consideration or Tender Offer Consideration, as the case may be, will only be paid to holders of tendered Notes to the extent that the Company accepts such Notes for purchase.
The Total Consideration and the Tender Offer Consideration, as applicable, for each series of Notes per $1,000 principal amount of Notes validly tendered and accepted for purchase pursuant to the Tender Offer, will be determined in the manner described in the Offer to Purchase at 11:00 a.m., New York City time, on March 14, 2016, in accordance with standard market practice.
In addition to the Total Consideration or the Tender Offer Consideration, as applicable, accrued and unpaid interest on the Notes accepted for purchase will be paid from the last applicable interest payment date up to, but not including, the Settlement Date. The settlement date for the Tender Offer will follow promptly after the Expiration Date (the “Settlement Date”).
The Company expects that the Settlement Date will be March 29, 2016. The Company’s obligation to accept for payment, and pay for, Notes validly tendered pursuant to the Tender Offer is subject to the satisfaction or waiver of certain conditions set forth in the Offer to Purchase. If any of the conditions are not satisfied or waived by the Company, the Company will not be obligated to accept for purchase, or pay for, validly tendered Notes, subject to applicable law, and may terminate the Tender Offer. The Tender Offer is not conditioned on the tender of a minimum principal amount of Notes.
The lead dealer managers for the Tender Offer are BofA Merrill Lynch and Goldman, Sachs & Co. (“Goldman Sachs”), and Mizuho Securities USA Inc. is a co-dealer manager.
Newmont said it is making the Tender Offer only by, and pursuant to, the terms of the Offer to Purchase.
The Tender Offer is not being made in any jurisdiction in which the making of or acceptance thereof would not be in compliance with the securities laws, blue sky laws or other laws of such jurisdiction, it added.
None of the Company, its board of directors, the dealer managers for the Tender Offer, the Tender Agent and the Information Agent or the trustee for the Notes makes any recommendation as to whether holders should tender or refrain from tendering their Notes, and no one has been authorised by any of them to make such a recommendation. Holders must make their own decision as to whether to tender their Notes and, if so, the principal amount of Notes to tender, it advised.