Latest news with #TenderOffers
Yahoo
11-08-2025
- Business
- Yahoo
Newmont Corporation Announces Pricing of its Tender Offers for $2 billion of Certain Outstanding Series of Notes
DENVER, August 11, 2025--(BUSINESS WIRE)--Newmont Corporation (NYSE: NEM, ASX: NEM, TSX: NGT, PNGX: NEM) (Newmont or the Company) announced today the pricing terms of its previously announced offers (each, a "Tender Offer" and, collectively, the "Tender Offers") to purchase for cash up to $2,000,030,000 aggregate principal amount (the "Aggregate Cap") of its outstanding series of notes listed in the table below (collectively, the "Notes"). The Tender Offers are being made pursuant to the terms and subject to the conditions set forth in the offer to purchase, dated July 28, 2025 (the "Offer to Purchase"). All capitalized terms not defined herein shall have the meanings ascribed to those terms in the Offer to Purchase. The table below sets forth, among other things, the Total Consideration for each series of such Notes, as calculated at 10:00 a.m., Eastern Time, on August 11, 2025. Title of Security CUSIP Aggregate Principal Amount Outstanding Maximum Amount(1) Acceptance Priority Level(2) U.S. Treasury Reference Security Bloomberg Reference Page Fixed Spread Reference Yield Total Consideration(3)(4) Pool 1 Tender Offers 2.800% senior notes due 2029 651639AX4 $631,564,000 $1,000,030,000 1 3.500% UST due September 30, 2029 FIT6 +20 bps 3.800% $954.67 2.250% senior notes due 2030 651639AY2 $813,198,000 2 4.625% UST due September 30, 2030 FIT6 +20 bps 3.858% $916.95 3.250% notes due 2030(5) 65163LAB5 / 65163LAH2 / 65163LAA7 / Q6684MAA1 / 65163LAG4 / Q6684MAD5 / Q66511AE8 / 65120FAD6 $536,601,000 3 0.625% UST due May 15, 2030 FIT6 +25 bps 3.834% $964.28 Pool 2 Tender Offers 6.250% senior notes due 2039 651639AM8 $709,101,000 $1,000,000,000 1 4.250% UST due May 15, 2035 FIT1 +85 bps 4.265% $1,113.14 4.875% senior notes due 2042 651639AP1 $961,648,000 2 5.000% UST due May 15, 2045 FIT1 +45 bps 4.819% $956.73 5.750% notes due 2041(6) 65163LAD1 / 65163LAK5 / 65163LAC3 / Q6684MAB9 / 65163LAJ8 / Q6684MAE3 / Q66511AB4 / 65120FAB0 $499,987,000 3 5.000% UST due May 15, 2045 FIT1 +55 bps 4.819% $1,040.52 (1) The Pool 1 Maximum Amount of $1,000,030,000 represents the maximum aggregate principal amount of Notes in respect of the Pool 1 Notes that may be purchased in the Pool 1 Tender Offers. The Pool 2 Maximum Amount of $1,000,000,000 represents the maximum aggregate principal amount of Notes in respect of the Pool 2 Notes that may be purchased in the Pool 2 Tender Offers. (2) Subject to the Aggregate Cap, the Maximum Amounts and proration, if applicable, the aggregate principal amount of each series of Notes that is purchased in each Tender Offer will be determined in accordance with the applicable Acceptance Priority Level (in numerical priority order) specified in this column. (3) Includes an early tender payment of $50.00 per $1,000 principal amount of Notes of each series validly tendered (and not validly withdrawn) and accepted for purchase pursuant to the applicable Tender Offer. (4) The Total Consideration for each series of Notes validly tendered prior to or at the Early Tender Date and accepted for purchase is calculated using the applicable Fixed Spread and is inclusive of the applicable Early Tender Payment (as defined below). The Total Consideration for each series of Notes does not include the applicable Accrued Interest, which will be payable in addition to the applicable Total Consideration. (5) Notes with CUSIPs 65163LAB5, 65163LAH2, 65163LAA7, Q6684MAA1, 65163LAG4 and Q6684MAD5 are co-issued with Newcrest Finance Pty Limited. Notes with CUSIPs Q66511AE8 and 65120FAD6 are issued by Newcrest Finance Pty Limited. (6) Notes with CUSIPs 65163LAC3, Q6684MAB9, 65163LAJ8, Q6684MAE3, 65163LAD1 and 65163LAK5 are co-issued with Newcrest Finance Pty Limited. Notes with CUSIPs Q66511AB4 and 65120FAB0 are issued by Newcrest Finance Pty Limited. In addition to the applicable Total Consideration for each series of Notes, holders who have validly tendered (and not validly withdrawn) their Notes at or prior to 5:00 p.m., Eastern Time, on August 8, 2025 (such time and date, the "Early Tender Deadline") and whose Notes were accepted for purchase pursuant to the applicable Tender Offer will receive accrued and unpaid interest on the Notes accepted for purchase pursuant to the applicable Tender Offer from and including the most recent interest payment date to but excluding the Early Settlement Date, which is currently expected to be August 13, 2025. The applicable Total Consideration listed in the table above will be paid per $1,000 principal amount of each series of Notes validly tendered and accepted for purchase pursuant to the applicable Tender Offer on the Early Settlement Date. Only holders of Notes who validly tendered and did not validly withdraw their Notes prior to or at the Early Tender Date are eligible to receive the applicable Total Consideration for Notes accepted for purchase. BMO Capital Markets Corp., Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC are acting as the dealer managers in connection with the Tender Offers (collectively, the "Dealer Managers"). D.F. King & Co., Inc. is acting as the information and tender agent in connection with the Tender Offers (the "Information and Tender Agent"). Requests for assistance relating to the Tender Offers or for additional copies of the Offer to Purchase or other related documents may be directed to BMO Capital Markets Corp. at (212) 702-1840 (collect) and (833) 418-0762 (toll free), Goldman Sachs & Co. LLC at (212) 934-0773 (collect) and (800) 828-3182 (toll free) and J.P. Morgan Securities LLC at (212) 834-3554 (collect) and (866) 834-4666 (toll free) or to the Information and Tender Agent at (212) 257-2639 (banks and brokers) and (866) 342-4881 (toll free). Holders of the Notes may also contact their broker, dealer, commercial bank, trust company or other nominee or intermediary for assistance concerning the Tender Offers. Holders of the Notes are urged to review the Offer to Purchase for the detailed terms of the Tender Offers and the procedures for tendering their Notes. Neither the Offer to Purchase nor any related documents have been filed with the U.S. Securities and Exchange Commission, nor have any such documents been filed with or reviewed by any federal or state securities commission or regulatory authority of any country. No authority has passed upon the accuracy or adequacy of the Offer to Purchase or any related documents, and it is unlawful and may be a criminal offense to make any representation to the contrary. This press release does not constitute an offer to purchase, or a solicitation of an offer to sell, or the solicitation of tenders with respect to, the Notes or any other securities. No offer, solicitation, purchase or sale will be made in any jurisdiction in which such an offer, solicitation, purchase or sale would be unlawful. The Tender Offers are being made solely pursuant to the Offer to Purchase and only to such persons and in such jurisdictions as is permitted under applicable law. None of Newmont, the Dealer Managers, the Information and Tender Agent or the trustees with respect to the Notes makes any recommendation as to whether holders of the Notes should tender, or refrain from tendering, all or any portion of the principal amount of their Notes pursuant to the Tender Offers, and no one has been authorized by any of them to make such a recommendation. Holders of the Notes must make their own decision as to whether to tender any of their Notes and, if so, the principal amount of their Notes to tender pursuant to the Tender Offers. About Newmont Newmont is the world's leading gold Company and producer of copper, zinc, lead, and silver. Newmont's world-class portfolio of assets, prospects and talent is anchored in favorable mining jurisdictions in Africa, Australia, Latin America & Caribbean, North America, and Papua New Guinea. Newmont is the only gold producer listed in the S&P 500 Index and is widely recognized for its principled environmental, social, and governance practices. Newmont is an industry leader in value creation, supported by robust safety standards, superior execution, and technical expertise. Founded in 1921, Newmont has been publicly traded since 1925. At Newmont, our purpose is to create value and improve lives through sustainable and responsible mining. Cautionary Statement Regarding Forward Looking Statements: This release contains "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995, which are intended to be covered by the safe harbor created by such sections and other applicable laws. All statements regarding the expiration and closing of the Tender Offers and future satisfaction of terms and subject to the conditions set forth in the offer to purchase that are not statements of historical fact are forward-looking statements. Such statements are based upon the current beliefs and expectations of the Company's management and are subject to risks and uncertainties. Actual results could differ materially from those expressed in or implied by the forward-looking statements contained in this release because of a variety of factors, including, but not limited to, general market conditions which might affect the Tender Offers and other factors identified in the offer to purchase and the Company's periodic reports. For a discussion of such risks and other factors that might impact future looking statements, see Newmont's Annual Report on Form 10-K for the year ended December 31, 2024 filed with the U.S. Securities and Exchange Commission (the "SEC") on February 21, 2025, under the heading "Risk Factors," and other factors identified in Newmont's reports filed with the SEC, available on the SEC website or at Newmont does not undertake any obligation to release publicly revisions to any "forward-looking statement," including, without limitation, outlook, to reflect events or circumstances after the date of this press release, or to reflect the occurrence of unanticipated events, except as may be required under applicable securities laws. Investors should not assume that any lack of update to a previously issued "forward-looking statement" constitutes a reaffirmation of that statement. Continued reliance on "forward-looking statements" is at investors' own risk. Investors are also encouraged to review our Form 10-Q for the quarter ended June 30, 2025, filed on July 24, 2025. View source version on Contacts Investor Contact – Global Neil Investor Contact – Asia Pacific Natalie Media Contact – Global Shannon Brusheglobalcommunications@ Media Contact – Asia Pacific Rosalie Cobaiaustraliacommunications@
National Post
11-08-2025
- Business
- National Post
Newmont Corporation Announces Pricing of its Tender Offers for $2 billion of Certain Outstanding Series of Notes
Article content DENVER — Newmont Corporation (NYSE: NEM, ASX: NEM, TSX: NGT, PNGX: NEM) (Newmont or the Company) announced today the pricing terms of its previously announced offers (each, a 'Tender Offer' and, collectively, the 'Tender Offers') to purchase for cash up to $2,000,030,000 aggregate principal amount (the 'Aggregate Cap') of its outstanding series of notes listed in the table below (collectively, the 'Notes'). The Tender Offers are being made pursuant to the terms and subject to the conditions set forth in the offer to purchase, dated July 28, 2025 (the 'Offer to Purchase'). All capitalized terms not defined herein shall have the meanings ascribed to those terms in the Offer to Purchase. Article content The table below sets forth, among other things, the Total Consideration for each series of such Notes, as calculated at 10:00 a.m., Eastern Time, on August 11, 2025. Article content Title of Security CUSIP Aggregate Principal Amount Outstanding Maximum Amount (1) Acceptance Priority Level (2) U.S. Treasury Reference Security Bloomberg Reference Page Fixed Spread Reference Yield Total Consideration (3)(4) Pool 1 Tender Offers 2.800% senior notes due 2029 651639AX4 $631,564,000 $1,000,030,000 1 3.500% UST due September 30, 2029 FIT6 +20 bps 3.800% $954.67 2.250% senior notes due 2030 651639AY2 $813,198,000 2 4.625% UST due September 30, 2030 FIT6 +20 bps 3.858% $916.95 3.250% notes due 2030 (5) 65163LAB5 / 65163LAH2 / 65163LAA7 / Q6684MAA1 / 65163LAG4 / Q6684MAD5 / Q66511AE8 / 65120FAD6 $536,601,000 3 0.625% UST due May 15, 2030 FIT6 +25 bps 3.834% $964.28 Pool 2 Tender Offers 6.250% senior notes due 2039 651639AM8 $709,101,000 $1,000,000,000 1 4.250% UST due May 15, 2035 FIT1 +85 bps 4.265% $1,113.14 4.875% senior notes due 2042 651639AP1 $961,648,000 2 5.000% UST due May 15, 2045 FIT1 +45 bps 4.819% $956.73 5.750% notes due 2041 (6) 65163LAD1 / 65163LAK5 / 65163LAC3 / Q6684MAB9 / 65163LAJ8 / Q6684MAE3 / Q66511AB4 / 65120FAB0 $499,987,000 3 5.000% UST due May 15, 2045 FIT1 +55 bps 4.819% $1,040.52 Article content (1) The Pool 1 Maximum Amount of $1,000,030,000 represents the maximum aggregate principal amount of Notes in respect of the Pool 1 Notes that may be purchased in the Pool 1 Tender Offers. The Pool 2 Maximum Amount of $1,000,000,000 represents the maximum aggregate principal amount of Notes in respect of the Pool 2 Notes that may be purchased in the Pool 2 Tender Offers. (2) Subject to the Aggregate Cap, the Maximum Amounts and proration, if applicable, the aggregate principal amount of each series of Notes that is purchased in each Tender Offer will be determined in accordance with the applicable Acceptance Priority Level (in numerical priority order) specified in this column. (3) Includes an early tender payment of $50.00 per $1,000 principal amount of Notes of each series validly tendered (and not validly withdrawn) and accepted for purchase pursuant to the applicable Tender Offer. (4) The Total Consideration for each series of Notes validly tendered prior to or at the Early Tender Date and accepted for purchase is calculated using the applicable Fixed Spread and is inclusive of the applicable Early Tender Payment (as defined below). The Total Consideration for each series of Notes does not include the applicable Accrued Interest, which will be payable in addition to the applicable Total Consideration. (5) Notes with CUSIPs 65163LAB5, 65163LAH2, 65163LAA7, Q6684MAA1, 65163LAG4 and Q6684MAD5 are co-issued with Newcrest Finance Pty Limited. Notes with CUSIPs Q66511AE8 and 65120FAD6 are issued by Newcrest Finance Pty Limited. (6) Notes with CUSIPs 65163LAC3, Q6684MAB9, 65163LAJ8, Q6684MAE3, 65163LAD1 and 65163LAK5 are co-issued with Newcrest Finance Pty Limited. Notes with CUSIPs Q66511AB4 and 65120FAB0 are issued by Newcrest Finance Pty Limited. Article content In addition to the applicable Total Consideration for each series of Notes, holders who have validly tendered (and not validly withdrawn) their Notes at or prior to 5:00 p.m., Eastern Time, on August 8, 2025 (such time and date, the 'Early Tender Deadline') and whose Notes were accepted for purchase pursuant to the applicable Tender Offer will receive accrued and unpaid interest on the Notes accepted for purchase pursuant to the applicable Tender Offer from and including the most recent interest payment date to but excluding the Early Settlement Date, which is currently expected to be August 13, 2025. Article content The applicable Total Consideration listed in the table above will be paid per $1,000 principal amount of each series of Notes validly tendered and accepted for purchase pursuant to the applicable Tender Offer on the Early Settlement Date. Only holders of Notes who validly tendered and did not validly withdraw their Notes prior to or at the Early Tender Date are eligible to receive the applicable Total Consideration for Notes accepted for purchase. Article content BMO Capital Markets Corp., Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC are acting as the dealer managers in connection with the Tender Offers (collectively, the 'Dealer Managers'). D.F. King & Co., Inc. is acting as the information and tender agent in connection with the Tender Offers (the 'Information and Tender Agent'). Requests for assistance relating to the Tender Offers or for additional copies of the Offer to Purchase or other related documents may be directed to BMO Capital Markets Corp. at (212) 702-1840 (collect) and (833) 418-0762 (toll free), Goldman Sachs & Co. LLC at (212) 934-0773 (collect) and (800) 828-3182 (toll free) and J.P. Morgan Securities LLC at (212) 834-3554 (collect) and (866) 834-4666 (toll free) or to the Information and Tender Agent at (212) 257-2639 (banks and brokers) and (866) 342-4881 (toll free). Holders of the Notes may also contact their broker, dealer, commercial bank, trust company or other nominee or intermediary for assistance concerning the Tender Offers. Holders of the Notes are urged to review the Offer to Purchase for the detailed terms of the Tender Offers and the procedures for tendering their Notes. Article content Neither the Offer to Purchase nor any related documents have been filed with the U.S. Securities and Exchange Commission, nor have any such documents been filed with or reviewed by any federal or state securities commission or regulatory authority of any country. No authority has passed upon the accuracy or adequacy of the Offer to Purchase or any related documents, and it is unlawful and may be a criminal offense to make any representation to the contrary. Article content This press release does not constitute an offer to purchase, or a solicitation of an offer to sell, or the solicitation of tenders with respect to, the Notes or any other securities. No offer, solicitation, purchase or sale will be made in any jurisdiction in which such an offer, solicitation, purchase or sale would be unlawful. The Tender Offers are being made solely pursuant to the Offer to Purchase and only to such persons and in such jurisdictions as is permitted under applicable law. None of Newmont, the Dealer Managers, the Information and Tender Agent or the trustees with respect to the Notes makes any recommendation as to whether holders of the Notes should tender, or refrain from tendering, all or any portion of the principal amount of their Notes pursuant to the Tender Offers, and no one has been authorized by any of them to make such a recommendation. Holders of the Notes must make their own decision as to whether to tender any of their Notes and, if so, the principal amount of their Notes to tender pursuant to the Tender Offers. Article content About Newmont Article content Newmont is the world's leading gold Company and producer of copper, zinc, lead, and silver. Newmont's world-class portfolio of assets, prospects and talent is anchored in favorable mining jurisdictions in Africa, Australia, Latin America & Caribbean, North America, and Papua New Guinea. Newmont is the only gold producer listed in the S&P 500 Index and is widely recognized for its principled environmental, social, and governance practices. Newmont is an industry leader in value creation, supported by robust safety standards, superior execution, and technical expertise. Founded in 1921, Newmont has been publicly traded since 1925. Article content At Newmont, our purpose is to create value and improve lives through sustainable and responsible mining. Article content Cautionary Statement Regarding Forward Looking Statements: Article content This release contains 'forward-looking statements' within the meaning of Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995, which are intended to be covered by the safe harbor created by such sections and other applicable laws. All statements regarding the expiration and closing of the Tender Offers and future satisfaction of terms and subject to the conditions set forth in the offer to purchase that are not statements of historical fact are forward-looking statements. Such statements are based upon the current beliefs and expectations of the Company's management and are subject to risks and uncertainties. Actual results could differ materially from those expressed in or implied by the forward-looking statements contained in this release because of a variety of factors, including, but not limited to, general market conditions which might affect the Tender Offers and other factors identified in the offer to purchase and the Company's periodic reports. For a discussion of such risks and other factors that might impact future looking statements, see Newmont's Annual Report on Form 10-K for the year ended December 31, 2024 filed with the U.S. Securities and Exchange Commission (the 'SEC') on February 21, 2025, under the heading 'Risk Factors,' and other factors identified in Newmont's reports filed with the SEC, available on the SEC website or at Newmont does not undertake any obligation to release publicly revisions to any 'forward-looking statement,' including, without limitation, outlook, to reflect events or circumstances after the date of this press release, or to reflect the occurrence of unanticipated events, except as may be required under applicable securities laws. Investors should not assume that any lack of update to a previously issued 'forward-looking statement' constitutes a reaffirmation of that statement. Continued reliance on 'forward-looking statements' is at investors' own risk. Investors are also encouraged to review our Form 10-Q for the quarter ended June 30, 2025, filed on July 24, 2025. Article content Article content Article content Article content Article content Contacts Article content Investor Contact – Global Article content Article content Neil Backhouse Article content Article content Article content Article content Natalie Worley Article content Article content Article content Media Contact – Global Article content Article content Shannon Brushe Article content Article content globalcommunications@ Article content Article content Article content Article content
National Post
11-08-2025
- Business
- National Post
Newmont Corporation Announces Successful Early Tender Results of its Tender Offers for $2 Billion of Certain Outstanding Series of Notes
Article content DENVER — Newmont Corporation (NYSE: NEM, ASX: NEM, TSX: NGT, PNGX: NEM) (Newmont or the Company) announced today the early tender results of its previously announced offers (each, a 'Tender Offer' and, collectively, the 'Tender Offers') to purchase for cash up to the Aggregate Cap (as defined below) of its outstanding series of notes listed in the table below (collectively, the 'Notes'). The Tender Offers are being made pursuant to the terms and subject to the conditions set forth in the offer to purchase, dated July 28, 2025 (the 'Offer to Purchase'). All capitalized terms not defined herein shall have the meanings ascribed to those terms in the Offer to Purchase. Article content Newmont has been advised by the Information and Tender Agent (as defined below) for the Tender Offers that as of 5:00 p.m., Eastern Time, on August 8, 2025 (such time and date, the 'Early Tender Date') the aggregate principal amount of each series of Notes listed in the table below had been validly tendered and not validly withdrawn in each Tender Offer. Withdrawal rights for the Notes expired at 5:00 p.m., Eastern Time, on August 8, 2025. Article content Title of Security CUSIP Aggregate Principal Amount Outstanding Maximum Amount (1) Acceptance Priority Level (2) U.S. Treasury Reference Security Bloomberg Reference Page Fixed Spread Aggregate Principal Amount Tendered at Early Tender Date Aggregate Principal Amount Expected to be Accepted Approximate Proration Factor Pool 1 Tender Offers 2.800% senior notes due 2029 651639AX4 $631,564,000 $1,000,030,000 1 3.500% UST due September 30, 2029 FIT6 +20 bps $362,135,000 $362,135,000 100% 2.250% senior notes due 2030 651639AY2 $813,198,000 2 4.625% UST due September 30, 2030 FIT6 +20 bps $556,603,000 $556,603,000 100% 3.250% notes due 2030 (3) 65163LAB5 / 65163LAH2 / 65163LAA7 / Q6684MAA1 / 65163LAG4 / Q6684MAD5 / Q66511AE8 / 65120FAD6 $536,601,000 3 0.625% UST due May 15, 2030 FIT6 +25 bps $387,225,000 $81,292,000 21% Pool 2 Tender Offers 6.250% senior notes due 2039 651639AM8 $709,101,000 $1,000,000,000 1 4.250% UST due May 15, 2035 FIT1 +85 bps $430,574,000 $430,574,000 100% 4.875% senior notes due 2042 651639AP1 $961,648,000 2 5.000% UST due May 15, 2045 FIT1 +45 bps $387,660,000 $387,660,000 100% 5.750% notes due 2041 (4) 65163LAD1 / 65163LAK5 / 65163LAC3 / Q6684MAB9 / 65163LAJ8 / Q6684MAE3 / Q66511AB4 / 65120FAB0 $499,987,000 3 5.000% UST due May 15, 2045 FIT1 +55 bps $230,409,000 $181,766,000 79% 5.450% notes due 2044 (5) 651639AV8 / 380956AE2 $449,995,000 4 5.000% UST due May 15, 2045 FIT1 +55 bps N/A (6) N/A N/A 5.875% notes due 2035 651639AE6 / 651639AW6 $517,305,000 5 4.250% UST due May 15, 2035 FIT1 +55 bps N/A (6) N/A N/A 2.600% sustainability-linked notes due 2032 651639AZ9 $795,370,000 6 4.250% UST due May 15, 2035 FIT1 +10 bps N/A (6) N/A N/A Article content (1) The Pool 1 Maximum Amount of $1,000,030,000 represents the maximum aggregate principal amount of Notes in respect of the Pool 1 Notes that may be purchased in the Pool 1 Tender Offers. The Pool 2 Maximum Amount of $1,000,000,000 represents the maximum aggregate principal amount of Notes in respect of the Pool 2 Notes that may be purchased in the Pool 2 Tender Offers. (2) Subject to the Aggregate Cap, the Maximum Amounts and proration, if applicable, the aggregate principal amount of each series of Notes that is purchased in each Tender Offer will be determined in accordance with the applicable Acceptance Priority Level (in numerical priority order) specified in this column. (3) Notes with CUSIPs 65163LAB5, 65163LAH2, 65163LAA7, Q6684MAA1, 65163LAG4 and Q6684MAD5 are co-issued with Newcrest Finance Pty Limited. Notes with CUSIPs Q66511AE8 and 65120FAD6 are issued by Newcrest Finance Pty Limited. (4) Notes with CUSIPs 65163LAC3, Q6684MAB9, 65163LAJ8, Q6684MAE3, 65163LAD1 and 65163LAK5 are co-issued with Newcrest Finance Pty Limited. Notes with CUSIPs Q66511AB4 and 65120FAB0 are issued by Newcrest Finance Pty Limited. (5) Notes with CUSIP 380956AE2 are issued by Goldcorp Inc. (6) Newmont does not expect to accept for purchase any of the 5.450% notes due 2044, 5.875% notes due 2035 and 2.600% sustainability-linked notes due 2032. Article content Because the Pool 1 Notes validly tendered and not validly withdrawn prior to or at the Early Tender Date have an aggregate principal amount that exceeds the Pool 1 Maximum Amount, Newmont does not expect to accept for purchase all Pool 1 Notes that have been validly tendered and not validly withdrawn prior to or at the Early Tender Date. Rather, subject to the Pool 1 Maximum Amount and the Acceptance Priority Levels set forth in the table above, in each case as further described in the Offer to Purchase, Newmont expects to accept for purchase all of the 2.800% senior notes due 2029 and 2.250% senior notes due 2030 validly tendered and not validly withdrawn prior to or at the Early Tender Date. Newmont expects to accept for purchase the 3.250% notes due 2030 validly tendered and not validly withdrawn prior to or at the Early Tender Date subject to proration as set forth in the Offer to Purchase. As described further in the Offer to Purchase, Notes tendered and not accepted for purchase will be promptly credited to the tendering holder's account. Additionally, because the Pool 1 Notes validly tendered and not validly withdrawn prior to or at the Early Tender Date have an aggregate principal amount that exceeds the Pool 1 Maximum Amount, Newmont does not expect to accept for purchase any Pool 1 Notes tendered after the Early Tender Date on a subsequent settlement date. The Tender Offers for the Pool 1 Notes will expire at 5:00 p.m., Eastern Time, on August 25, 2025 (such time and date, the 'Expiration Date'). Newmont has increased the previously announced Pool 1 Maximum Amount from $1,000,000,000 to $1,000,030,000 and the previously announced Aggregate Cap from $2,000,000,000 to $2,000,030,000 aggregate principal amount (the 'Aggregate Cap') of its Notes. Article content Because the Pool 2 Notes validly tendered and not validly withdrawn prior to or at the Early Tender Date have an aggregate principal amount that exceeds the Pool 2 Maximum Amount, Newmont does not expect to accept for purchase all Pool 2 Notes that have been validly tendered and not validly withdrawn prior to or at the Early Tender Date. Rather, subject to the Pool 2 Maximum Amount and the Acceptance Priority Levels set forth in the table above, in each case as further described in the Offer to Purchase, Newmont expects to accept for purchase all of the 6.250% senior notes due 2039 and 4.875% senior notes due 2042 validly tendered and not validly withdrawn prior to or at the Early Tender Date. Newmont expects to accept for purchase the 5.750% notes due 2041 validly tendered and not validly withdrawn prior to or at the Early Tender Date subject to proration as set forth in the Offer to Purchase. Newmont does not expect to accept for purchase any of the 5.450% notes due 2044, 5.875% notes due 2035 and 2.600% sustainability-linked notes due 2032. As described further in the Offer to Purchase, Notes tendered and not accepted for purchase will be promptly credited to the tendering holder's account. Additionally, because the Pool 2 Notes validly tendered and not validly withdrawn prior to or at the Early Tender Date have an aggregate principal amount that exceeds the Pool 2 Maximum Amount, Newmont does not expect to accept for purchase any Pool 2 Notes tendered after the Early Tender Date on a subsequent settlement date. The Tender Offers for the Pool 2 Notes will expire on the Expiration Date. Article content The 'Total Consideration' per $1,000 principal amount of the Notes of a series validly tendered (and not validly withdrawn) prior to or at the Early Tender Date and accepted for purchase pursuant to the applicable Tender Offer will be determined in the manner described in the Offer to Purchase by reference to (i) the applicable fixed spread for such series of Notes set forth in the table above and (ii) the applicable yield for such series of Notes based on the bid-side price of the applicable U.S. Treasury Reference Security (the 'Reference Security') set forth in the table above, as displayed on the applicable page on the Bloomberg Reference Page FIT6 (with respect to the Pool 1 Tender Offers) and FIT1 (with respect to the Pool 2 Tender Offers), as applicable, at 10:00 a.m., Eastern Time, on August 11, 2025, as such time and date may be extended. Only holders of Notes who validly tendered and did not validly withdraw their Notes prior to or at the Early Tender Date are eligible to receive the applicable Total Consideration, which is inclusive of an early tender payment equal to $50 per $1,000 principal amount of Notes, for each series of Notes accepted for purchase. In addition to the applicable Total Consideration for such series of Notes, holders of Notes of such series accepted for purchase pursuant to the applicable Tender Offer will receive accrued and unpaid interest on the Notes accepted for purchase pursuant to the applicable Tender Offer from and including the most recent interest payment date to but excluding the Early Settlement Date, which is currently expected to be August 13, 2025. Article content Newmont will issue a press release specifying the Total Consideration for each series of Notes expected to be accepted for purchase. Newmont's obligation to accept for purchase, and to pay for, the Notes that are validly tendered (and not validly withdrawn) pursuant to the Tender Offers is subject to the satisfaction or waiver by Newmont of certain conditions to the Tender Offers set forth in the Offer to Purchase. Each Tender Offer is not conditioned upon the completion of the other Tender Offers. In addition, the Tender Offers are not conditioned on any minimum aggregate principal amount of Notes of a series being tendered. Article content BMO Capital Markets Corp., Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC are acting as the dealer managers in connection with the Tender Offers (collectively, the 'Dealer Managers'). D.F. King & Co., Inc. is acting as the information and tender agent in connection with the Tender Offers (the 'Information and Tender Agent'). Requests for assistance relating to the Tender Offers or for additional copies of the Offer to Purchase or other related documents may be directed to BMO Capital Markets Corp. at (212) 702-1840 (collect) and (833) 418-0762 (toll free), Goldman Sachs & Co. LLC at (212) 934-0773 (collect) and (800) 828-3182 (toll free) and J.P. Morgan Securities LLC at (212) 834-3554 (collect) and (866) 834-4666 (toll free) or to the Information and Tender Agent at (212) 257-2639 (banks and brokers) and (866) 342-4881 (toll free). Holders of the Notes may also contact their broker, dealer, commercial bank, trust company or other nominee or intermediary for assistance concerning the Tender Offers. Holders of the Notes are urged to review the Offer to Purchase for the detailed terms of the Tender Offers and the procedures for tendering their Notes. Article content Neither the Offer to Purchase nor any related documents have been filed with the U.S. Securities and Exchange Commission, nor have any such documents been filed with or reviewed by any federal or state securities commission or regulatory authority of any country. No authority has passed upon the accuracy or adequacy of the Offer to Purchase or any related documents, and it is unlawful and may be a criminal offense to make any representation to the contrary. Article content This press release does not constitute an offer to purchase, or a solicitation of an offer to sell, or the solicitation of tenders with respect to, the Notes or any other securities. No offer, solicitation, purchase or sale will be made in any jurisdiction in which such an offer, solicitation, purchase or sale would be unlawful. The Tender Offers are being made solely pursuant to the Offer to Purchase and only to such persons and in such jurisdictions as is permitted under applicable law. None of Newmont, the Dealer Managers, the Information and Tender Agent or the trustees with respect to the Notes makes any recommendation as to whether holders of the Notes should tender, or refrain from tendering, all or any portion of the principal amount of their Notes pursuant to the Tender Offers, and no one has been authorized by any of them to make such a recommendation. Holders of the Notes must make their own decision as to whether to tender any of their Notes and, if so, the principal amount of their Notes to tender pursuant to the Tender Offers. Article content About Newmont Article content Newmont is the world's leading gold Company and producer of copper, zinc, lead, and silver. Newmont's world-class portfolio of assets, prospects and talent is anchored in favorable mining jurisdictions in Africa, Australia, Latin America & Caribbean, North America, and Papua New Guinea. Newmont is the only gold producer listed in the S&P 500 Index and is widely recognized for its principled environmental, social, and governance practices. Newmont is an industry leader in value creation, supported by robust safety standards, superior execution, and technical expertise. Founded in 1921, Newmont has been publicly traded since 1925. Article content At Newmont, our purpose is to create value and improve lives through sustainable and responsible mining. Article content Cautionary Statement Regarding Forward Looking Statements: Article content This release contains 'forward-looking statements' within the meaning of Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995, which are intended to be covered by the safe harbor created by such sections and other applicable laws. All statements regarding the expiration and closing of the Tender Offers and future satisfaction of terms and subject to the conditions set forth in the offer to purchase that are not statements of historical fact are forward-looking statements. Such statements are based upon the current beliefs and expectations of the Company's management and are subject to risks and uncertainties. Actual results could differ materially from those expressed in or implied by the forward-looking statements contained in this release because of a variety of factors, including, but not limited to, general market conditions which might affect the Tender Offers and other factors identified in the offer to purchase and the Company's periodic reports. For a discussion of such risks and other factors that might impact future looking statements, see Newmont's Annual Report on Form 10-K for the year ended December 31, 2024 filed with the U.S. Securities and Exchange Commission (the 'SEC') on February 21, 2025, under the heading 'Risk Factors,' and other factors identified in Newmont's reports filed with the SEC, available on the SEC website or at Newmont does not undertake any obligation to release publicly revisions to any 'forward-looking statement,' including, without limitation, outlook, to reflect events or circumstances after the date of this press release, or to reflect the occurrence of unanticipated events, except as may be required under applicable securities laws. Investors should not assume that any lack of update to a previously issued 'forward-looking statement' constitutes a reaffirmation of that statement. Continued reliance on 'forward-looking statements' is at investors' own risk. Investors are also encouraged to review our Form 10-Q for the quarter ended June 30, 2025, filed on July 24, 2025. Article content Article content Article content Article content Article content Contacts Article content Investor Contact – Global Article content Neil Backhouse Article content Article content Article content Investor Contact – Asia Pacific Article content Natalie Worley Article content Article content Article content Media Contact – Global Article content Shannon Brushe Article content Article content Article content Article content
National Post
28-07-2025
- Business
- National Post
Newmont Corporation Announces Tender Offers for up to $2 billion of Certain Outstanding Series of Notes
Article content DENVER — Newmont Corporation (NYSE: NEM, ASX: NEM, TSX: NGT, PNGX: NEM) (Newmont or the Company) announced today that it has commenced offers (each, a 'Tender Offer' and, collectively, the 'Tender Offers') to purchase for cash up to $2,000 million aggregate principal amount (the 'Aggregate Cap') of its outstanding series of notes listed in the table below (collectively, the 'Notes'). The Tender Offers are being made pursuant to the terms and subject to the conditions set forth in the offer to purchase, dated July 28, 2025 (the 'Offer to Purchase'). Article content Title of Security CUSIP Aggregate Principal Amount Outstanding Maximum Amount (1) Acceptance Priority Level (2) U.S. Treasury Reference Security Bloomberg Reference Page Fixed Spread Early Tender Payment (3)(4) Pool 1 Tender Offers 2.800% senior notes due 2029 651639AX4 $631,564,000 $1,000 million 1 3.500% UST due September 30, 2029 FIT6 +20 bps $50 2.250% senior notes due 2030 651639AY2 $813,198,000 2 4.625% UST due September 30, 2030 FIT6 +20 bps $50 3.250% notes due 2030 (5) 65163LAB5 / 65163LAH2 / 65163LAA7 / Q6684MAA1 / 65163LAG4 / Q6684MAD5 / Q66511AE8 / 65120FAD6 $536,601,000 3 0.625% UST due May 15, 2030 FIT6 +25 bps $50 Pool 2 Tender Offers 6.250% senior notes due 2039 651639AM8 $709,101,000 $1,000 million 1 4.250% UST due May 15, 2035 FIT1 +85 bps $50 4.875% senior notes due 2042 651639AP1 $961,648,000 2 5.000% UST due May 15, 2045 FIT1 +45 bps $50 5.750% notes due 2041 (6) 65163LAD1 / 65163LAK5 / 65163LAC3 / Q6684MAB9 / 65163LAJ8 / Q6684MAE3 / Q66511AB4 / 65120FAB0 $499,987,000 3 5.000% UST due May 15, 2045 FIT1 +55 bps $50 5.450% notes due 2044 (7) 651639AV8 / 380956AE2 $449,995,000 4 5.000% UST due May 15, 2045 FIT1 +55 bps $50 5.875% notes due 2035 651639AE6 / 651639AW6 $517,305,000 5 4.250% UST due May 15, 2035 FIT1 +55 bps $50 2.600% sustainability-linked notes due 2032 651639AZ9 $795,370,000 6 4.250% UST due May 15, 2035 FIT1 +10 bps $50 Article content Article content (1) The Pool 1 Maximum Amount of $1,000 million represents the maximum aggregate principal amount of Notes in respect of the Pool 1 Notes that may be purchased in the Pool 1 Tender Offers. The Pool 2 Maximum Amount of $1,000 million represents the maximum aggregate principal amount of Notes, in respect of the Pool 2 Notes that may be purchased in the Pool 2 Tender Offers. (2) Subject to the Aggregate Cap, the Maximum Amounts and proration, if applicable, the aggregate principal amount of each series of Notes that is purchased in each Tender Offer will be determined in accordance with the applicable Acceptance Priority Level (in numerical priority order) specified in this column. (3) Per $1,000 principal amount of Notes validly tendered prior to or at the Early Tender Date and accepted for purchase. (4) The Total Consideration for each series of Notes validly tendered prior to or at the Early Tender Date and accepted for purchase is calculated using the applicable Fixed Spread and is inclusive of the applicable Early Tender Payment (as defined below). The Total Consideration for each series of Notes does not include the applicable Accrued Interest, which will be payable in addition to the applicable Total Consideration. (5) Notes with CUSIPs 65163LAB5, 65163LAH2, 65163LAA7, Q6684MAA1, 65163LAG4 and Q6684MAD5 are co-issued with Newcrest Finance Pty Limited. Notes with CUSIPs Q66511AE8 and 65120FAD6 are issued by Newcrest Finance Pty Limited. (6) Notes with CUSIPs 65163LAC3, Q6684MAB9, 65163LAJ8, Q6684MAE3, 65163LAD1 and 65163LAK5 are co-issued with Newcrest Finance Pty Limited. Notes with CUSIPs Q66511AB4 and 65120FAB0 are issued by Newcrest Finance Pty Limited. (7) Notes with CUSIP 380956AE2 are issued by Goldcorp Inc. Article content Each Tender Offer for a series of Notes is separate and distinct and will expire at 5:00 p.m., Eastern Time, on August 25, 2025 (such time and date, as the same may be extended with respect to a Tender Offer, the applicable 'Expiration Date'), unless such Tender Offer is terminated earlier by Newmont. Holders of the Notes must validly tender (and not validly withdraw) their Notes at or prior to 5:00 p.m., Eastern Time, on August 8, 2025 (such time and date, as it may be extended with respect to a Tender Offer, the applicable 'Early Tender Date'), to be eligible to receive the applicable Total Consideration (as defined below) for such series of Notes, which includes the applicable Early Tender Payment set forth in the table above. Holders of the Notes who validly tender their Notes following the Early Tender Date, but prior to or at the Expiration Date, will be eligible to receive the applicable 'Late Tender Offer Consideration' for such series of Notes, which is an amount equal to the applicable Total Consideration less the applicable Early Tender Payment. Tenders of the Notes may be validly withdrawn at any time at or prior to 5:00 p.m., Eastern Time, on August 8, 2025 (such time and date, as it may be extended with respect to a Tender Offer, the applicable 'Withdrawal Deadline'), but not thereafter, unless Newmont is required by applicable law to extend the Withdrawal Deadline. Article content The 'Total Consideration' per $1,000 principal amount of the Notes of a series validly tendered (and not validly withdrawn) and accepted for purchase pursuant to the applicable Tender Offer will be determined in the manner described in the Offer to Purchase by reference to (i) the applicable fixed spread for such series of Notes set forth in the table above and (ii) the applicable yield for such series of Notes based on the bid-side price of the applicable U.S. Treasury Reference Security (the 'Reference Security') set forth in the table above, as displayed on the applicable page on the Bloomberg Reference Page FIT6 (with respect to the Pool 1 Tender Offers) and FIT1 (with respect to the Pool 2 Tender Offers), as applicable, at 10:00 a.m., Eastern Time, on August 11, 2025, as such date and time may be extended. In addition to the applicable Total Consideration or the applicable Late Tender Offer Consideration, as applicable, for such series of Notes, holders of Notes of such series accepted for purchase pursuant to the applicable Tender Offer will receive accrued and unpaid interest on the Notes accepted for purchase pursuant to the applicable Tender Offer from and including the most recent interest payment date to but excluding the applicable settlement date. Article content Payment for the Notes that are validly tendered (and not validly withdrawn) prior to or at the Early Tender Date and that are accepted for purchase may be made, at the Company's option, on the date referred to as the 'Early Settlement Date.' It is anticipated that the Early Settlement Date, if it occurs, will be on or around August 13, 2025, the third business day following the Early Tender Date (assuming the Early Tender Date is on August 8, 2025), unless extended or earlier terminated. If the Early Settlement Date occurs, payment for the Notes that are validly tendered after the Early Tender Date and prior to or at the Expiration Date and that are accepted for purchase will be made on the date referred to as the 'Final Settlement Date.' If no Early Settlement Date occurs, then payment for all the Notes that are validly tendered at any time prior to or at the Expiration Date and that are accepted for purchase will be made on the Final Settlement Date. The Final Settlement Date will be promptly following the Expiration Date. It is anticipated that the Final Settlement Date for the Notes will be on or around August 28, 2025, the third business day following the Expiration Date (assuming the Expiration Date is on August 25, 2025), unless extended or earlier terminated. Article content The applicable Maximum Amount limits the maximum aggregate principal amount of (i) Pool 1 Tender Offers to $1,000 million and (ii) the Pool 2 Tender Offers to $1,000 million, in each case, that may be purchased pursuant to the Tender Offers. Subject to applicable law, Newmont reserves the right, in its sole discretion, to increase, decrease or eliminate the Aggregate Cap and/or the applicable Maximum Amount for each series of Notes without extending the Early Tender Date, the Withdrawal Deadline or the Expiration Date. In addition, Newmont reserves the right, subject to applicable law, to (i) waive any and all conditions to any of the Tender Offers, (ii) extend or terminate any of the Tender Offers, (iii) increase or decrease the Aggregate Cap, (iv) increase or decrease either of the Maximum Amounts, or (v) otherwise amend any of the Tender Offers. The Company may take any action described in clauses (i) through (v) above with respect to one or more Tender Offers without having to do so for all Tender Offers. Subject to the Aggregate Cap, the Maximum Amounts and proration, if applicable, the Notes accepted for payment on the Early Tender Date or the Expiration Date, as applicable, will be accepted in accordance with the Acceptance Priority Levels set forth in the table above (with 1 being the highest Acceptance Priority Level and 3 being the lowest Acceptance Priority Level in the case of the Pool 1 Tender Offers and with 1 being the highest Acceptance Priority Level and 6 being the lowest Acceptance Priority Level in the case of the Pool 2 Tender Offers). Subject to the Aggregate Cap, the Maximum Amounts and proration, if applicable, all Notes validly tendered prior to or at the Early Tender Date having a higher Acceptance Priority Level will be accepted before any Notes validly tendered prior to or at the Early Tender Date having a lower Acceptance Priority Level are accepted in each Tender Offer, and all Notes validly tendered after the Early Tender Date having a higher Acceptance Priority Level will be accepted before any Notes validly tendered after the Early Tender Date having a lower Acceptance Priority Level are accepted in each Tender Offer. However, subject to the Aggregate Cap, the Maximum Amounts and proration, if applicable, Notes validly tendered prior to or at the Early Tender Date will be accepted for purchase in priority to other Notes validly tendered after the Early Tender Date, even if such Notes validly tendered after the Early Tender Date have a higher Acceptance Priority Level than Notes validly tendered prior to or at the Early Tender Date in each Tender Offer. Article content Newmont's obligation to accept for purchase, and to pay for, the Notes that are validly tendered (and not validly withdrawn) pursuant to the Tender Offers is subject to the satisfaction or waiver by Newmont of certain conditions to the Tender Offers set forth in the Offer to Purchase. Each Tender Offer is not conditioned upon the completion of the other Tender Offers. In addition, the Tender Offers are not conditioned on any minimum aggregate principal amount of Notes of a series being tendered. Article content BMO Capital Markets Corp., Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC are acting as the dealer managers in connection with the Tender Offers (collectively, the 'Dealer Managers'). D.F. King & Co., Inc. is acting as the information and tender agent in connection with the Tender Offers (the 'Information and Tender Agent'). Requests for assistance relating to the Tender Offers or for additional copies of the Offer to Purchase or other related documents may be directed to BMO Capital Markets Corp. at (212) 702-1840 (collect) and (833) 418-0762 (toll free), Goldman Sachs & Co. LLC at (212) 934-0773 (collect) and (800) 828-3182 (toll free) and J.P. Morgan Securities LLC at (212) 834-3554 (collect) and (866) 834-4666 (toll free) or to the Information and Tender Agent at (212) 257-2639 (banks and brokers) and (866) 342-4881 (toll free). Holders of the Notes may also contact their broker, dealer, commercial bank, trust company or other nominee or intermediary for assistance concerning the Tender Offers. Holders of the Notes are urged to review the Offer to Purchase for the detailed terms of the Tender Offers and the procedures for tendering their Notes. Article content Neither the Offer to Purchase nor any related documents have been filed with the U.S. Securities and Exchange Commission, nor have any such documents been filed with or reviewed by any federal or state securities commission or regulatory authority of any country. No authority has passed upon the accuracy or adequacy of the Offer to Purchase or any related documents, and it is unlawful and may be a criminal offense to make any representation to the contrary. Article content This press release does not constitute an offer to purchase, or a solicitation of an offer to sell, or the solicitation of tenders or consents with respect to, the Notes or any other securities. No offer, solicitation, purchase or sale will be made in any jurisdiction in which such an offer, solicitation, purchase or sale would be unlawful. The Tender Offers are being made solely pursuant to the Offer to Purchase and only to such persons and in such jurisdictions as is permitted under applicable law. None of Newmont, the Dealer Managers, the Information and Tender Agent or the trustees with respect to the Notes makes any recommendation as to whether holders of the Notes should tender, or refrain from tendering, all or any portion of the principal amount of their Notes pursuant to the Tender Offers, and no one has been authorized by any of them to make such a recommendation. Holders of the Notes must make their own decision as to whether to tender any of their Notes and, if so, the principal amount of their Notes to tender pursuant to the Tender Offers. Article content About Newmont Article content Newmont is the world's leading gold Company and producer of copper, zinc, lead, and silver. Newmont's world-class portfolio of assets, prospects and talent is anchored in favorable mining jurisdictions in Africa, Australia, Latin America & Caribbean, North America, and Papua New Guinea. Newmont is the only gold producer listed in the S&P 500 Index and is widely recognized for its principled environmental, social, and governance practices. Newmont is an industry leader in value creation, supported by robust safety standards, superior execution, and technical expertise. Founded in 1921, Newmont has been publicly traded since 1925. Article content At Newmont, our purpose is to create value and improve lives through sustainable and responsible mining. Article content Cautionary Statement Regarding Forward Looking Statements: Article content This release contains 'forward-looking statements' within the meaning of Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995, which are intended to be covered by the safe harbor created by such sections and other applicable laws. All statements regarding the expiration and closing of the Tender Offers and future satisfaction of terms and subject to the conditions set forth in the offer to purchase that are not statements of historical fact are forward-looking statements. Such statements are based upon the current beliefs and expectations of the Company's management and are subject to risks and uncertainties. Actual results could differ materially from those expressed in or implied by the forward-looking statements contained in this release because of a variety of factors, including, but not limited to, general market conditions which might affect the Tender Offers and other factors identified in the offer to purchase and the Company's periodic reports. For a discussion of such risks and other factors that might impact future looking statements, see Newmont's Annual Report on Form 10-K for the year ended December 31, 2024 filed with the U.S. Securities and Exchange Commission (the 'SEC') on February 21, 2025, under the heading 'Risk Factors,' and other factors identified in Newmont's reports filed with the SEC, available on the SEC website or at Newmont does not undertake any obligation to release publicly revisions to any 'forward-looking statement,' including, without limitation, outlook, to reflect events or circumstances after the date of this press release, or to reflect the occurrence of unanticipated events, except as may be required under applicable securities laws. Investors should not assume that any lack of update to a previously issued 'forward-looking statement' constitutes a reaffirmation of that statement. Continued reliance on 'forward-looking statements' is at investors' own risk. Investors are also encouraged to review our Form 10-Q for the quarter ended June 30, 2025, filed on July 24, 2025. Article content Article content Article content Article content Article content Contacts Article content Investor Contact – Global Article content Article content Neil Backhouse Article content Article content Article content Article content Natalie Worley Article content Article content Article content Media Contact – Global Article content Article content Shannon Brushe Article content Article content Article content Article content
Yahoo
12-06-2025
- Business
- Yahoo
Republic of Peru Announces Results of Exchange and Tender Offers
LIMA, Peru, June 12, 2025 /PRNewswire/ -- The Republic of Peru ("Peru"), in accordance with its previously-announced offers to (i) exchange certain of Peru's outstanding sovereign bonds or bonos soberanos (the "Existing Bonos Soberanos"), including bonos soberanos in the form of Global Depositary Notes (each, a "GDN") previously issued by Citibank, N.A., as depositary (the "Existing GDNs" and, together with the Existing Bonos Soberanos, the "Existing Bonds") for a new series of Sol-denominated sovereign bonds or bonos soberanos due 2035 (the "New Bonos Soberanos") (including new GDNs (the "New GDNs" and, together with the New Bonos Soberanos, the "New Bonds")) (collectively, the "Exchange Offers" and each, an "Exchange Offer") and/or (ii) purchase for cash the Existing Bonds (collectively, the "Cash Tender Offers," and each, a "Cash Tender Offer"), in each case, as set forth in the table below, today announced that the Exchange Offers and Cash Tender Offers expired as scheduled at 5:00 p.m. New York City time, on June 11, 2025. The Exchange Offers and Cash Tender Offers are referred to collectively herein as the "Offers." The Offers are being conducted upon terms and subject to certain conditions set forth in the Exchange and Tender Offering Memorandum dated June 5, 2025 and the press release issued on June 5, 2025. Capitalized terms used but not defined in this press release have the meanings specified in the Exchange and Tender Offering Memorandum. Existing BondsAggregate Principal Amount Tendered and Accepted in the Exchange OffersAggregate Principal Amount Tendered and Accepted in the Cash Tender Offers 8.200 % Bonos Soberanos due 2026.............................. S/113,495,000S/214,448,000 8.200% GDNs due 2026(1)............................................. S/70,000S/9,682,000 6.350% Bonos Soberanos due 2028...............................S/2,299,075,000S/720,571,000 6.350% GDNs due 2028(1)............................................. S/148,895,000S/5,303,000 5.940% Bonos Soberanos due 2029............................... S/3,755,635,000S/1,415,738,000 5.940% GDNs due 2029(1)............................................. -- 6.950% Bonos Soberanos due 2031............................... S/2,980,529,000S/413,464,000 6.950% GDNs due 2031(1)............................................. S/101,616,000S/1,547,711,000 (1)Each GDN represents one Bono Soberano of S/1,000 in principal amount The Exchange Consideration and Purchase Price in the Offers were set forth in a previous press release. Pursuant to the terms of the Offers, the currency exchange rate used to convert the applicable Soles amounts to U.S. dollars was set at S/3.636 per 1.00 U.S. Dollar with respect to the Purchase Price, Accrued Interest and Cash Rounding Amount, as applicable, for the Existing Bonds in the form of GDN. The Settlement Date for the Offers is expected to be June 17, 2025. The table above sets forth, for each series of Existing Bonds, the aggregate principal amount tendered and accepted in the Exchange Offers and the aggregate principal amounts tendered and accepted in the Cash Tender Offers. Peru has accepted all Existing Bonds validly tendered in the Offers. Peru is making the Offers only in those jurisdictions where it is legal to do so. The Offers are void in all jurisdictions where such Offers are prohibited. If materials relating to the Offers come into your possession, you are required by Peru to inform yourself of and to observe all of these restrictions. The New Bonds have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act") or any state securities laws. Accordingly, the Offers will only be directed, and copies of the offering documents will only be made available, to a holder of the Existing Bonds who has certified its status as (1) a "qualified institutional buyer" in reliance on Rule 144A under the Securities Act or (2) a non-U.S person in offshore transactions in reliance on Regulation S under the Securities Act. Terms used in this paragraph have the meanings given to them by Rule 144A and Regulation S under the Securities Act. The materials relating to the Offers do not constitute, and may not be used in connection with, an offer or solicitation in any place where offers or solicitations are not permitted by law. FURTHER INFORMATION The Tender, Exchange and Information Agent for the Offers is: Global Bondholder Services Corporation65 Broadway – Suite 404New York, NY 10006United States of AmericaAttention: Corporate ActionsBanks and Brokers call: (212) 430-3774Toll free: (855) 654-2015Email: contact@ The Peruvian Market Maker for the Offers is: Banco Santander Perú Rivera Navarrete 475 Piso 14,San Isidro, Lima, PerúEmail: santransaccionperu@ The Issuer for the Offers is: Ministerio de Economía y Finanzas del PerúJr. Junín No. 319Lima, PerúEmail: subastas@ DISCLAIMERThe Exchange and Tender Offering Memorandum is not for release, publication or distribution to any person located or resident in any jurisdiction where it is unlawful to distribute the Exchange and Tender Offering Memorandum. Persons into whose possession any Exchange and Tender Offering Memorandum comes are required by Peru, the Dealer Managers and the Tender, Exchange and Information Agent to inform themselves about, and to observe, any such restrictions. This announcement is neither an offer to purchase nor the solicitation of an offer to sell any of the securities described herein, nor shall there be any offer or sale of such securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. The Offers were made solely pursuant to the Exchange and Tender Offering Memorandum dated June 5, 2025. This announcement is for distribution only to persons who (i) have professional experience in matters relating to investments falling within the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended, the "Order"), (ii) are persons falling within Article 49(2)(a) to (d) ("high net worth companies, unincorporated associations etc.") of the Order, (iii) are persons falling within Article 43 of the Order, (iv) are outside the United Kingdom, or (v) are persons to whom an invitation or inducement to engage in investment activity (within the meaning of section 21 of the Financial Services and Markets Act 2000) may otherwise lawfully be communicated or caused to be communicated (all such persons together being referred to as "relevant persons"). This announcement is directed only at relevant persons and must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this document relates is available only to relevant persons and will be engaged in only with relevant persons. This announcement contains forward-looking statements and information that is necessarily subject to risks, uncertainties and assumptions. The offers are subject to conditions precedent and no assurance can be given that the transactions described herein will be consummated on the dates or the terms described herein. Peru assumes no obligation to update or correct the information contained in this announcement. View original content: SOURCE The Republic of Peru
